FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report



                   U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

                For the quarterly period ended March 31, 2002


[ ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934


             For the transition period from _________to _________

                         Commission file number 0-14554


                        NATIONAL PROPERTY INVESTORS 8
      (Exact name of small business issuer as specified 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)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
Yes X  No___



<PAGE>



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS


a)

                        NATIONAL PROPERTY INVESTORS 8

                                  BALANCE SHEET
                                   (Unaudited)
                       (in thousands, except unit data)

                                 March 31, 2002

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 398
   Receivables and deposits                                                     284
   Restricted escrows                                                            17
   Other assets                                                                 679
   Investment properties:
       Land                                                  $ 1,970
       Buildings and related personal property                 30,699
                                                               32,669
       Less accumulated depreciation                          (20,643)       12,026
                                                                           $ 13,404
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 58
   Tenant security deposit liabilities                                           73
   Accrued property taxes                                                       425
   Other liabilities                                                            188
   Mortgage notes payable                                                    16,057

Partners' Deficit
   General partner                                            $ (257)
   Limited partners (44,882 units
      issued and outstanding)                                  (3,140)       (3,397)
                                                                           $ 13,404


                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

b)

                        NATIONAL PROPERTY INVESTORS 8

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

                                                                Three Months Ended
                                                                     March 31,
                                                                2002          2001
Revenues:
<S>                                                            <C>          <C>
   Rental income                                               $ 1,087      $ 1,104
   Other income                                                    101           78
       Total revenues                                            1,188        1,182

Expenses:
   Operating                                                       436          426
   General and administrative                                       69           54
   Interest                                                        301          295
   Depreciation                                                    363          357
   Property taxes                                                  125           83
       Total expenses                                            1,294        1,215

Net loss                                                       $ (106)       $ (33)

Net loss allocated to general partner (1%)                      $ (1)         $ --

Net loss allocated to limited partners (99%)                      (105)         (33)

                                                               $ (106)       $ (33)

Net loss per limited partnership unit                          $ (2.34)     $ (0.74)

                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>
c)

                        NATIONAL PROPERTY INVESTORS 8

                  STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                       (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, 2001                   44,882      $ (256)     $(3,035)     $(3,291)

Net loss for the three months
  ended March 31, 2002                    --          (1)        (105)        (106)

Partners' deficit at
  March 31, 2002                      44,882      $ (257)     $(3,140)     $(3,397)

                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>
d)

                        NATIONAL PROPERTY INVESTORS 8

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

                                                                 Three Months Ended
                                                                       March 31,
                                                                  2002        2001
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net loss                                                       $ (106)      $ (33)
  Adjustments to reconcile net loss to net cash provided
   by operating activities:
     Depreciation                                                   363          357
     Amortization of loan costs                                       9           11
     Change in accounts:
        Receivables and deposits                                    191         (135)
        Other assets                                                (74)         (35)
        Accounts payable                                             32          (76)
        Tenant security deposit liabilities                           2            3
        Accrued property taxes                                       (6)          84
        Other liabilities                                            54           65
          Net cash provided by operating activities                 465          241

Cash flows from investing activities:
  Property improvements and replacements                            (95)        (301)
  Net withdrawals from restricted escrows                            25          421
          Net cash (used in) provided by investing
             activities                                             (70)         120

Cash flows from financing activities:
  Payments on mortgage notes payable                                (81)         (39)
  Loan costs paid                                                    --          (12)
  Advances from affiliate                                           100           --
  Repayment of advances from affiliate                             (100)          --
          Net cash used in financing activities                     (81)         (51)

Net increase in cash and cash equivalents                           314          310

Cash and cash equivalents at beginning of period                     84          345

Cash and cash equivalents at end of period                       $ 398        $ 655

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 242        $ 284


                See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>
e)

                        NATIONAL PROPERTY INVESTORS 8

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying unaudited financial statements of National Property Investors 8
(the  "Partnership"  or  "Registrant")  have been  prepared in  accordance  with
generally accepted accounting  principles for interim financial  information and
with  the  instructions  to Form  10-QSB  and Item  310(b)  of  Regulation  S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of NPI Equity  Investments,  Inc.  ("NPI Equity" or the "Managing
General Partner"), the general partner of the Partnership, which is wholly-owned
by Apartment Investment and Management Company ("AIMCO"), a publicly traded real
estate  investment  trust,  all  adjustments  (consisting  of  normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results  for the three  month  period  ended  March 31,  2002 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  December  31,  2002.  For further  information,  refer to the  financial
statements and footnotes thereto included in the Partnership's  Annual Report on
Form 10-KSB for the year ended December 31, 2001.

Note B - 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 three  months  ended  March 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  $63,000 and $61,000 for the
three months ended March 31, 2002 and 2001,  respectively,  which is included in
operating expenses.

An  affiliate  of  the  Managing  General  Partner  received   reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $52,000 and
$37,000 for the three months ended March 31, 2002 and 2001, respectively,  which
is included in general and administrative expenses.

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 from distributions
from  operations  based upon the number of  Partnership  units sold,  subject to
certain limitations.  The Managing General Partner was not entitled to receive a
reimbursement during the three months ended March 31, 2002 or 2001 because there
were no distributions from operations.

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 three months
ended March 31, 2002, the  Partnership  borrowed  $100,000 under the Partnership
Revolver.  Interest  expense  during the three  months  ended March 31, 2002 was
approximately  $1,000. The Partnership repaid this loan prior to March 31, 2002.
No amounts were outstanding during the three months ended March 31, 2001.

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 three months ended
March 31, 2002 and 2001, the Partnership was charged by AIMCO and its affiliates
approximately $55,000 and $50,000, respectively, for insurance coverage and fees
associated with policy claims administration.

Note C - 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 heard argument on the
motion and ordered  further  briefing  after which time the matter will be taken
under submission. The Court has set the matter for trial in January 2003.

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.

The Managing  General Partner does not anticipate that any costs,  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.

<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

The Partnership's  investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for the three
months ended March 31, 2002 and 2001:

                                                   Average Occupancy
      Property                                      2002       2001

      Williamsburg on the Lake Apartments           91%        92%
         Indianapolis, Indiana
      Huntington Athletic Club Apartments           86%        88%
         Morrisville, North Carolina

Results of Operations

The  Registrant's  net  loss for the  three  months  ended  March  31,  2002 was
approximately  $106,000 as compared to a net loss of  approximately  $33,000 for
the three months  ended March 31,  2001.  The increase in net loss for the three
months ended March 31, 2002 was due to an increase in total expenses offset by a
slight increase in total revenues.

Total  expenses  increased  for the three  months  ended  March 31,  2002 due to
increases in operating,  property tax and general and  administrative  expenses.
Operating expenses increased primarily due to increased hazard insurance expense
at both of the  Partnership's  properties and legal expense at Huntington  which
were  partially  offset  by  decreased  maintenance  expenses  at  both  of  the
Partnership's  properties.  Property tax expense  increased due to the timing of
the  receipt of the tax bills at  Williamsburg  Apartments  which  impacted  the
accruals  at March  31,  2002 and  2001.  General  and  administrative  expenses
increased due to an increase in the cost of services  included in the management
reimbursements  to the Managing General Partner as allowed under the Partnership
Agreement.  Also  included  in general  and  administrative  expenses  are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies.

Total  revenues  increased  for the three  months ended March 31, 2002 due to an
increase in other income partially offset by a decrease in rental income.  Other
income  increased  due to increases in utility  reimbursements  and late charges
assessed to tenants at Williamsburg on the Lake Apartments partially offset by a
decrease  in  interest  income due to lower  average  cash  balances in interest
bearing accounts. Rental income decreased due to a decrease in occupancy at both
the  Partnership's  investment  properties  and reduced  average rental rates at
Huntington  Athletic Club  Apartments.  These decreases were partially offset by
reduced  concession costs at both the  Partnership's  investment  properties and
increased  collections  on  delinquent  accounts  at  Williamsburg  on the  Lake
Apartments.

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  March  31,  2002,  the  Partnership   held  cash  and  cash  equivalents  of
approximately $398,000 compared to approximately $655,000 at March 31, 2001. The
increase of approximately  $314,000 in cash and cash equivalents  since December
31, 2001 is due to approximately $465,000 provided by operating activities which
was  partially  offset  by  approximately  $81,000  of cash  used  in  financing
activities and approximately $70,000 of cash used in investing activities.  Cash
used in financing  activities  consisted  of 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.

The Managing  General Partner has extended to the Partnership a $500,000 line of
credit.  At the present time, the  Partnership  has no  outstanding  amounts due
under this line of credit.  During the three months  ended March 31,  2002,  the
Managing General Partner advanced the Partnership $100,000 under the Partnership
Revolver.  Interest  expense  during the three  months  ended March 31, 2002 was
approximately  $1,000. The Partnership repaid this loan prior to March 31, 2002.
No amounts were outstanding  during the three months ended March 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 Registrant and to comply with
Federal, state and local legal and regulatory requirements. Capital improvements
for each of the Registrant's properties are detailed below.

Williamsburg on the Lake Apartments

During  the  three  months  ended  March 31,  2002,  the  Partnership  completed
approximately  $49,000  of  capital  expenditures  at  Williamsburg  on the Lake
Apartments   consisting   primarily  of  floor  covering   replacements.   These
improvements were funded from operating cash flow and replacement reserves.  For
2002, the amount budgeted for capital improvements is approximately $138,000 and
consists of interior and exterior building improvements. Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

Huntington Athletic Club Apartments

During  the  three  months  ended  March 31,  2002,  the  Partnership  completed
approximately  $46,000 of  capital  expenditures  at  Huntington  Athletic  Club
Apartments  consisting  primarily  of  floor  covering  replacements,  perimeter
fencing,  plumbing fixtures and appliances.  These improvements were funded from
operating cash flow. For 2002, the amount  budgeted for capital  improvements is
approximately  $74,000 and consists  primarily of lighting  improvements,  water
heater and air conditioning unit  replacements and floor covering  replacements.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of approximately $16,057,000 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.  If the Partnership is unable to extend its term, the ultimate sale
price of the investment properties may be adversely affected.

No cash distributions were made during the three months ended March 31, 2002 and
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 Registrant's cash available
for  distribution  is reviewed on a monthly  basis.  There can be no  assurance,
however,  that the Registrant  will generate  sufficient  funds from  operations
after required  capital  improvements  to permit  distributions  to its partners
during the remainder of 2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 26,517 limited partnership
units in the Partnership  representing 59.08% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates or affiliates of the Managing  General  Partner.  It is possible that
AIMCO or its  affiliates  will make one or more  additional  offers  to  acquire
additional  limited  partnership  interests  in the  Partnership  for cash or in
exchange for units in the operating  partnership of AIMCO. Under the Partnership
Agreement,  unitholders  holding a majority  of the units are  entitled  to take
action  with  respect to a variety  of matters  which  would  include  voting on
certain  amendments  to the  Partnership  Agreement  and  voting to  remove  the
Managing  General  Partner.  As a  result  of its  ownership  of  59.08%  of the
outstanding units, AIMCO is in a position to influence all voting decisions with
respect to the Registrant. When voting on matters, AIMCO would in all likelihood
vote the units it acquired in a manner favorable to the interest of the Managing
General Partner because of its affiliation  with the Managing  General  Partner.
However,  DeForest  Ventures II L.P.,  from whom AIMCO,  through its merger with
Insignia,  acquired  16,447 units,  had agreed for the benefit of  non-tendering
unitholders,  that it would  vote these  units:  (i)  against  any  increase  in
compensation payable to the Managing General Partner or to affiliates;  and (ii)
on all other  matters  submitted by it or its  affiliates,  in proportion to the
votes cast by non tendering  unit holders.  Except for the  foregoing,  no other
limitations  are  imposed  on AIMCO or its  affiliates'  right to vote each unit
acquired.

<PAGE>
                           PART II - OTHER INFORMATION


ITEM 1.     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 heard argument on the
motion and ordered  further  briefing  after which time the matter will be taken
under submission. The Court has set the matter for trial in January 2003.

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.

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K filed  during the quarter  ended March 31,
                  2002:

                  None.



<PAGE>



                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                    NATIONAL PROPERTY INVESTORS 8


                                    By:   NPI EQUITY INVESTMENTS, INC.
                                          Its Managing General Partner


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


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


                                    Date: