United States

Securities and Exchange Commission

Washington, D.C.  20549



Form 10-QSB



(Mark One)

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2006





[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT





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 ___



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes __ No  X_









PART I  FINANCIAL INFORMATION







ITEM 1.

Financial Statements









NATIONAL PROPERTY INVESTORS 8



BALANCE SHEET

(Unaudited)

(in thousands, except unit data)



March 31, 2006







|                                        |          |         
|--------------------------------------- | -------- | --------
|Assets                                  |          |         
|Cash and cash equivalents               |          | $    106
|Receivables and deposits                |          | 143     
|Restricted escrows                      |          | 18      
|Other assets                            |          | 261     
|Investment property:                    |          |         
|Land                                    | $  1,376 |         
|Buildings and related personal property | 12,928   |         
|                                        | 14,304   |         
|Less accumulated depreciation           | (7,705)  | 6,599   
|                                        |          | $7,127  
|Liabilities and Partners' Capital       |          |         
|Liabilities                             |          |         
|Accounts payable                        |          | $     34
|Tenant security deposit liabilities     |          | 35      
|Accrued property taxes                  |          | 35      
|Due to affiliates (Note B)              |          | 598     
|Other liabilities                       |          | 103     
|Mortgage note payable                   |          | 6,295   
|                                        |          |         
|Partners' Capital                       |          |         
|General partner                         | $     -- |         
|Limited partners (44,882 units          |          |         
|issued and outstanding)                 | 27       | 27      
|                                        |          | $7,127  



See Accompanying Notes to Financial Statements

















NATIONAL PROPERTY INVESTORS 8



STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)









|                                             |                            |                    |           
|-------------------------------------------- | -------------------------- | ------------------ | ----------
|                                             |                            | Three Months Ended
|                                             |                            | March 31,         
|                                             |                            | 2006               | 2005      
|                                             |                            |                    | (Restated)
|                                             | Revenues:                  |                    |           
|                                             | Rental income              | $   385            | $   388   
|                                             | Other income               | 18                 | 13        
|                                             | Total revenues             | 403                | 401       
|                                             |                            |                    |           
|                                             | Expenses:                  |                    |           
|                                             | Operating                  | 184                | 156       
|                                             | General and administrative | 28                 | 46        
|                                             | Depreciation               | 162                | 113       
|                                             | Interest                   | 145                | 178       
|                                             | Property taxes             | 35                 | 35        
|                                             | Total expenses             | 554                | 528       
|                                             |                            |                    |           
|Loss from continuing operations              | (151)                      | (127)             
|Loss from discontinued operations            |                            |                   
|(Note A)                                     | --                         | (117)             
|                                             |                            |                   
|Net loss                                     | $(151)                     | $(244)            
|                                             |                            |                   
|Net loss allocated to general partner (1%)   | $     (2)                  | $     (2)         
|                                             |                            |                   
|Net loss allocated to limited partners (99%) | (149)                      | (242)             
|                                             |                            |                   
|                                             | $(151)                     | $(244)            
|                                             |                            |                   
|Per limited partnership unit:                |                            |                   
|Loss from continuing operations              | $  (3.32)                  | $  (2.81)         
|Loss from discontinued operations            | --                         | (2.58)            
|                                             |                            |                   
|Net loss per limited partnership unit        | $(3.32)                    | $(5.39)           



See Accompanying Notes to Financial Statements















NATIONAL PROPERTY INVESTORS 8



STATEMENT OF CHANGES IN PARTNERS' CAPITAL

(Unaudited)

(in thousands, except unit data)

















|                               |             |         |          |        
|------------------------------ | ----------- | ------- | -------- | -------
|                               | Limited     |         |         
|                               | Partnership | General | Limited  |        
|                               | Units       | Partner | Partners | Total  
|                               |             |         |          |        
|Original capital contributions | 44,882      | $1      | $22,441  | $22,442
|                               |             |         |          |        
|Partners' capital at           |             |         |          |        
|December 31, 2005              | 44,882      | $     2 | $   176  | $   178
|                               |             |         |          |        
|Net loss for the three months  |             |         |          |        
|ended March 31, 2006           | --          | (2)     | (149)    | (151)  
|                               |             |         |          |        
|Partners' capital at           |             |         |          |        
|March 31, 2006                 | 44,882      | $--     | $27      | $27    



See Accompanying Notes to Financial Statements















NATIONAL PROPERTY INVESTORS 8



STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)



|                                                        |                    |        
|------------------------------------------------------- | ------------------ | -------
|                                                        | Three Months Ended
|                                                        | March 31,         
|                                                        | 2006               | 2005   
|Cash flows from operating activities:                   |                    |        
|Net loss                                                | $ (151)            | $ (244)
|Adjustments to reconcile net loss to net cash (used in) |                    |        
|provided by operating activities:                       |                    |        
|Depreciation                                            | 162                | 384    
|Amortization of loan costs                              | 3                  | 9      
|Change in accounts:                                     |                    |        
|Receivables and deposits                                | 69                 | (2)    
|Other assets                                            | (130)              | (72)   
|Accounts payable                                        | (66)               | 76     
|Tenant security deposit liabilities                     | --                 | (2)    
|Accrued property taxes                                  | (100)              | (22)   
|Due to affiliates                                       | 25                 | 66     
|Other liabilities                                       | (11)               | (30)   
|Net cash (used in) provided by operating activities     | (199)              | 163    
|                                                        |                    |        
|Cash flows used in investing activities:                |                    |        
|Property improvements and replacements                  | (27)               | (785)  
|                                                        |                    |        
|Cash flows from financing activities:                   |                    |        
|Payments on mortgage notes payable                      | (58)               | (119)  
|Advances from affiliate                                 | --                 | 782    
|Repayment of advances from affiliate                    | --                 | (12)   
|Net cash (used in) provided by financing activities     | (58)               | 651    
|                                                        |                    |        
|Net (decrease) increase in cash and cash equivalents    | (284)              | 29     
|                                                        |                    |        
|Cash and cash equivalents at beginning of period        | 390                | 223    
|                                                        |                    |        
|Cash and cash equivalents at end of period              | $106               | $252   
|                                                        |                    |        
|Supplemental disclosure of cash flow information:       |                    |        
|Cash paid for interest                                  | $129               | $289   
|Supplemental disclosure of non-cash flow activity:      |                    |        
|Property improvements and replacements in accounts      |                    |        
|Payable                                                 | $--                | $69    



Included in property improvements and replacements for the three months ended March 31, 2006 are approximately $11,000 of improvements which were included in accounts payable at December 31, 2005.



See Accompanying Notes to Financial Statements

















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, 2006 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2006. 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, 2005.



In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the accompanying statement of operations for the three months ended March 31, 2005 has been restated as of January 1, 2005 to reflect the operations of Williamsburg on the Lake Apartments as loss from discontinued operations of approximately $117,000, including revenues of approximately $665,000 as a result of its sale to a third party on December 1, 2005.



Recent Accounting Pronouncement



In May 2005, the Financial Accounting Standards Board issued SFAS No. 154 Accounting Changes and Error Corrections, which replaces APB Opinion No. 20 and SFAS No. 3, and changes the requirements for the accounting for and reporting of a change in accounting principle. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Partnership adopted SFAS No. 154 effective January 1, 2006. The adoption of SFAS No. 154 did not have a material effect on the Partnerships financial condition or results of operations.



Note B - Transactions with Affiliated Parties



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



Affiliates of the Managing General Partner receive 5% of gross receipts from the Partnerships properties as compensation for providing property management services.  The Partnership paid to such affiliates approximately $20,000 and $54,000 for the three months ended March 31, 2006 and 2005, respectively, which is included in operating expense and loss from discontinued operations.















Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $14,000 and $98,000 for the three months ended March 31, 2006 and 2005, respectively, which is included in general and administrative expense and investment property.  The portion of these reimbursements included in investment property for the three months ended March 31, 2006 and 2005 are fees related to construction management services provided by an affiliate of the Managing General Partner of approximately $1,000 and $61,000, respectively. Approximately $413,000 of the accountable administrative expenses were accrued at March 31, 2006 and are included in due to affiliates.



For services relating to the administration of the Partnership and operation of its properties, the Managing General Partner is entitled to receive payment for non-accountable expenses up to a maximum of $150,000 per year of distributions from operations based upon the number of Partnership units sold, subject to certain limitations. The Managing General Partner was not entitled to receive a reimbursement during the three months ended March 31, 2006 and 2005 because there were no distributions from operations during these periods.



For managing the affairs of the Partnership, the Managing General Partner of the Partnership is entitled to receive a partnership management fee. The fee is equal to 4% of the Partnership's adjusted cash from operations, as defined in the Partnership Agreement, in any year, provided that 50% of the fee shall not be paid until the Partnership has distributed to the limited partners adjusted cash from operations in such year which is equal to 5% of the limited partners' adjusted invested capital, as defined, on a non-cumulative basis. In addition, 50% of the fee shall not be paid until the Partnership has distributed to the limited partners adjusted cash from operations in such year which is equal to 8% of the limited partners' adjusted invested capital on a non-cumulative basis. The fee shall be paid when adjusted cash from operations is distributed to the limited partners. The Managing General Partner was not entitled to receive this fee during the three months ended March 31, 2006 and 2005.



NPI Equity, on behalf of the Partnership and certain affiliated partnerships, has established a revolving credit facility (the "Partnership Revolver") to be used to fund deferred maintenance and working capital needs of the Partnership and certain other affiliated partnerships in the National Property Investors Partnership Series. The maximum draw available to the Partnership under the Partnership Revolver is $500,000. Loans under the Partnership Revolver will have a term of 365 days, be unsecured and bear interest at the prime rate plus 2% (9.75% at March 31, 2006) per annum. The maturity date of any such borrowing accelerates in the event of: (i) the removal of NPI Equity as the managing general partner (whether or not for cause); (ii) the sale or refinancing of a property by the Partnership (whether or not a borrowing under the Partnership Revolver was made with respect to such property); or (iii) the liquidation of the Partnership. The Managing General Partner had exceeded the credit limit as of March 31, 2005. The Managing General Partner advanced the Partnership approximately $782,000 during the three months ended March 31, 2005, of which approximately $647,000 were for costs associated with the redevelopment project at Huntington Athletic Club Apartments. The redevelopment project was completed during the year ended December 31, 2005. During the three months ended March 31, 2005, the Partnership made payments on the outstanding loans and accrued interest of approximately $30,000. Additional payments on the loans were made during the year ended December 31, 2005. There were no loans from the Managing General Partner during the three months ended March 31, 2006. Interest expense during the three months ended March 31, 2006 and 2005 was approximately $4,000 and $41,000, respectively. There were no payments made on outstanding loans during the three months ended March 31, 2006. At March 31, 2006, the amount of the outstanding loans and accrued interest was approximately $185,000 and is included in due to affiliates.















Subsequent to March 31, 2006, an affiliate of the Managing General Partner advanced approximately $11,000 to the Partnership for operating expenses.



Upon sale of Partnership property, the Managing General Partner will be entitled to an incentive compensation fee equal to a declining percentage of the difference between the total amount distributed to limited partners and the appraised value of their investment at February 1, 1992.  The percentage amount to be realized by the Managing General Partner, if any, will be dependent upon the year in which the property is sold. Payment of the incentive compensation fee is subordinated to the receipt by the limited partners, of: (a) distributions from capital transaction proceeds of an amount equal to their present appraised investment in the Partnership

at February 1, 1992; and (b) distributions from all sources (capital transactions as well as cash flow) of an amount equal to six percent (6%) per annum cumulative, noncompounded, on their present appraised investment in the Partnership at February 1, 1992.



The Partnership insures its property 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, general liability and vehicle liability. The Partnership insures its property 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, 2006, the Partnership was charged by AIMCO and its affiliates approximately $34,000 for hazard insurance coverage and fees associated with policy claims administration.  Additional charges will be incurred by the Partnership during 2006 as other insurance policies renew later in the year.  The Partnership was charged by AIMCO and its affiliates approximately $87,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2005.



Note C  Contingencies



In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its Managing General Partner and several of their affiliated partnerships and corporate entities. The action purported to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) that are named as nominal defendants, challenging, among other things, the acquisition of interests in certain Managing General Partner entities by Insignia Financial Group, Inc. ("Insignia") and entities that were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the series of transactions which closed on October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties Trust, respectively, were merged into AIMCO. The plaintiffs sought monetary damages and equitable relief, including judicial dissolution of the Partnership. In addition, during the third quarter of 2001, a complaint captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. On or about August 6, 2001, plaintiffs filed a first amended complaint. The Heller action was brought as a purported derivative action, and asserted claims for, among other things, breach of fiduciary duty, unfair competition, conversion, unjust enrichment, and judicial dissolution. On January 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.















On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the Appeal) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and has ordered additional briefing from the parties and Objector. The parties and Objector submitted one final round of briefing to the Court and the matter has been submitted for the Courts decision.



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.



AIMCO Properties L.P. and NHP Management Company, both affiliates of the Managing General Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call". Additionally, the complaint alleges AIMCO Properties L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week.   In June 2005 the Court conditionally certified the collective action on both the on-call and overtime issues, which allows the plaintiffs to provide notice of the collective action to all non-exempt maintenance workers from August 7, 2000 through the present.  Notices have been sent out to all current and former hourly maintenance workers. Although 1,049 individuals opted-in to the class the defendants will be challenging the eligibility and timeliness of some. Defendants will have the opportunity to move to decertify the collective action with briefing that commences in August.  Because the court denied plaintiffs motion to











certify state subclasses, on September 26, 2005, the plaintiffs filed a class action with the same allegations in the Superior Court of California (Contra Costa County), and on November 5, 2005 in Montgomery County Maryland Circuit Court.  The California

case has been stayed, while discovery in the Maryland case proceeds. Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its consolidated financial condition or results of operations. Similarly, the Managing General Partner does not believe that the ultimate outcome will have a material adverse effect on the Partnerships financial condition or results of operations.



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



Environmental



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



Mold



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













ITEM 2.

Managements Discussion and Analysis or Plan of Operation



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



The Partnership's investment property consists of one apartment complex. The following table sets forth the average occupancy of the property for the three months ended March 31, 2006 and 2005:



|                                    |                   |     
|----------------------------------- | ----------------- | ----
|                                    | Average Occupancy
|Property                            | 2006              | 2005
|                                    |                   |     
|Huntington Athletic Club Apartments | 92%               | 96% 
|Morrisville, North Carolina         |                   |     



The Managing General Partner attributes the decrease in occupancy at Huntington Athletic Club Apartments to tenants purchasing homes.



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



Results of Operations



The Partnerships net loss for the three months ended March 31, 2006 was approximately $151,000 compared to net loss of approximately $244,000 for the three months ended March 31, 2005. The decrease in net loss is largely due to a decrease in loss from discontinued operations due to the sale of Williamsburg on the Lake Apartments (Williamsburg) during the year ended December 31, 2005 (as discussed below).



On December 1, 2005, the Partnership sold Williamsburg to a third party. In addition to Williamsburg, the Purchaser purchased four other apartment complexes, each of which was owned in whole or in part by affiliates of AIMCO Properties, L.P., an affiliate of the Partnerships Managing General Partner.  The total sales price for Williamsburg and the four other properties was approximately $38,501,000 of which













approximately $11,760,000 was allocated to Williamsburg. The Purchaser also purchased two additional apartment complexes from affiliates of the Managing General Partner pursuant to two separate purchase and sale agreements. After payment and accrual of closing costs and assumption by the purchaser of the mortgage encumbering the property of approximately $8,057,000, the net sales proceeds received by the Partnership were approximately $3,595,000.



As a result of the sale of Williamsburg to a third party during the year ended December 31, 2005 and in accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the accompanying statement of operations, at Item 1. Financial Statements, for the three months ended March 31, 2005 has been restated as of January 1, 2005 to reflect the operations of Williamsburg as loss from discontinued operations of approximately $117,000, which includes revenues of approximately $665,000.



The Partnership recognized a loss from continuing operations for the three months ended March 31, 2006 of approximately $151,000 compared to a loss from continuing operations of approximately $127,000 for the corresponding period in 2005. The increase in loss from continuing operations is due to an increase in total expenses. Total revenues remained relatively constant, as the decrease in occupancy was partially offset by an increase in the average rental rate at Huntington Athletic Club Apartments.



Total expenses increased for the three months ended March 31, 2006 due to increases in operating and depreciation expenses partially offset by decreases in general and administrative and interest expenses. Operating expenses increased primarily due to increases in advertising and property expenses. Advertising expenses increased primarily due to an increase in web advertising expenses at the Partnerships property, Huntington Athletic Club Apartments. Property expenses increased primarily due to increases in salaries and related benefits at the property. Depreciation expense increased due to property improvements placed into service during the past twelve months. Interest expense decreased primarily due to a decrease in interest on advances from the Managing General Partner due to the interest being calculated on a substantially lower average balance.



General and administrative expenses decreased for the three months ended March 31, 2006 primarily due to a decrease in the costs 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 annual audit required by the Partnership Agreement and costs associated with the quarterly and annual communications with investors and regulatory agencies.



Liquidity and Capital Resources



At March 31, 2006, the Partnership had cash and cash equivalents of approximately $106,000 compared to approximately $252,000 at March 31, 2005. The decrease of approximately $284,000 in cash and cash equivalents since December 31, 2005 is due to approximately $199,000, $58,000 and $27,000 of cash used in operating, financing and investing activities, respectively. Cash used in financing activities consisted of payments of principal made on the mortgage encumbering the Partnership's investment property. Cash used in investing activities consisted of property improvements and replacements. The Partnership invests its working capital reserves in interest bearing accounts.



NPI Equity, on behalf of the Partnership and certain affiliated partnerships, has established a revolving credit facility (the "Partnership Revolver") to be used to fund deferred maintenance and working capital needs of the Partnership and certain other affiliated partnerships in the National Property Investors Partnership Series. The maximum draw available to the Partnership under the Partnership Revolver is $500,000. Loans under the Partnership Revolver will have a term of 365 days, be unsecured and bear interest at the prime rate plus 2% (9.75% at March 31, 2006) per annum. The maturity date of any such borrowing accelerates in the event of: (i) the removal of NPI Equity as the managing general partner (whether or not for cause);













(ii) the sale or refinancing of a property by the Partnership (whether or not a borrowing under the Partnership Revolver was made with respect to such property); or (iii) the liquidation of the Partnership. The Managing General Partner had exceeded the credit limit as of March 31, 2005. The Managing General Partner advanced the Partnership approximately $782,000 during the three months ended March 31, 2005, of which approximately $647,000 were for costs associated with the redevelopment project at Huntington Athletic Club Apartments. The redevelopment project was completed during the year ended December 31, 2005. During the three months ended March 31, 2005, the Partnership made payments on the outstanding loans and accrued interest of approximately $30,000. There were no loans from the Managing General Partner during the three months ended March 31, 2006. Interest expense during the three months ended March 31, 2006 and 2005 was approximately $4,000 and $41,000, respectively. There were no payments made on outstanding loans during the three months ended March 31, 2006. At March 31, 2006, the amount of the outstanding loans and accrued interest was approximately $185,000 and is included in due to affiliates.



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 property to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state and local legal and regulatory requirements. The Managing General Partner monitors developments in the area of legal and regulatory compliance.  For example, the Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas. In light of these changes, the Partnership expects that it will incur higher expenses related to compliance. Capital improvements for the Partnership's property are detailed below.



Huntington Athletic Club Apartments



During the three months ended March 31, 2006, the Partnership completed approximately $16,000 of capital improvements at the property consisting primarily of floor covering and appliance replacements and building improvements. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property. Certain routine capital expenditures are anticipated during 2006. Additional improvements may be considered and will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Capital improvements will be incurred only to the extent of cash available from operations, Partnership reserves and advances from an affiliate of the Managing General Partner.  To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.



The Partnership's assets are thought to be generally sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering the Partnerships property of approximately $6,295,000 is amortized over 20 years and matures June 1, 2020 at which time the loan is 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 property or extend the term of the Partnership.



There were no distributions during the three months ended March 31, 2006 and 2005. Future cash distributions will depend on the levels of cash generated from operations, sale and/or refinancing of the property. The Partnerships cash available for distribution is reviewed on a monthly basis. In light of the amounts accrued and payable to affiliates of the Managing General Partner at March 31, 2006, there can be no assurance that the Partnership will generate sufficient funds from operations, after planned capital improvements, to permit any distributions to its partners during 2006 or subsequent periods.















Other



In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 27,772 limited partnership units (the "Units") in the Partnership representing 61.88% of the outstanding units at March 31, 2006. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the Managing General Partner. As a result of its ownership of 61.88% of the outstanding Units, AIMCO and its affiliates are in a position to influence all voting decisions with respect to the Partnership. However, DeForest Ventures II L.P., from whom an affiliate of AIMCO and the Managing General Partner, through its merger with Insignia, acquired 16,447 units, had agreed for the benefit of third party unitholders, that it would vote these units: (i) against any increase in compensation payable to the Managing General Partner or to its affiliates; and (ii) on all other matters submitted by it or its affiliates, in proportion to the votes cast by third party unit holders. Except for the foregoing, no other limitations are imposed on AIMCO or its affiliates' right to vote each unit held. Although the Managing General Partner owes fiduciary duties to the limited partners of the Partnership, the Managing General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the Managing General Partner, as managing general partner, to the Partnership and its limited partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder.



Critical Accounting Policies and Estimates



The financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.



Impairment of Long-Lived Asset



Investment property is recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of the property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnerships estimate of the undiscounted future cash flows, excluding interest charges, of the property.   If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.



Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnerships investment property.  These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  Any adverse changes in these factors could cause impairment of the Partnerships asset.















Revenue Recognition



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



ITEM 3.

Controls and Procedures



(a)

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



(b)

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













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 purported to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) that are named as nominal defendants, challenging, among other things, the acquisition of interests in certain Managing General Partner entities by Insignia Financial Group, Inc. ("Insignia") and entities that were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the series of transactions which closed on October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties Trust, respectively, were merged into AIMCO. The plaintiffs sought monetary damages and equitable relief, including judicial dissolution of the Partnership. In addition, during the third quarter of 2001, a complaint captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. On or about August 6, 2001, plaintiffs filed a first amended complaint. The Heller action was brought as a purported derivative action, and asserted claims for, among other things, breach of fiduciary duty, unfair competition, conversion, unjust enrichment, and judicial dissolution. On January 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.



On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the Appeal) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and has ordered additional briefing from the parties and Objector.  The parties and Objector submitted one final round of briefing to the Court and the matter has been submitted for the Courts decision.















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.



AIMCO Properties L.P. and NHP Management Company, both affiliates of the Managing General Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call". Additionally, the complaint alleges AIMCO Properties L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week.   In June 2005 the Court conditionally certified the collective action on both the on-call and overtime issues, which allows the plaintiffs to provide notice of the collective action to all non-exempt maintenance workers from August 7, 2000 through the present.  Notices have been sent out to all current and former hourly maintenance workers. Although 1,049 individuals opted-in to the class the defendants will be challenging the eligibility and timeliness of some. Defendants will have the opportunity to move to decertify the collective action with briefing that commences in August.  Because the court denied plaintiffs motion to certify state subclasses, on September 26, 2005, the plaintiffs filed a class action with the same allegations in the Superior Court of California (Contra Costa County), and on November 5, 2005 in Montgomery County Maryland Circuit Court.  The California case has been stayed, while discovery in the Maryland case proceeds. Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its consolidated financial condition or results of operations. Similarly, the Managing General Partner does not believe that the ultimate outcome will have a material adverse effect on the Partnerships financial condition or results of operations.



ITEM 5.

OTHER INFORMATION



None.



ITEM 6.

EXHIBITS



See Exhibit Index Attached.











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.
| | Managing General Partner          
| |                                   
| | By:   /s/Martha L. Long           
| | Martha L. Long                    
| | Senior Vice President             
| |                                   
| | By:   /s/Stephen B. Waters        
| | Stephen B. Waters                 
| | Vice President                    
| |                                   
| | Date: May 12, 2006                













NATIONAL PROPERTY INVESTORS 8



Exhibit Index







Exhibit Number

Description of Exhibit





2.5

Master Indemnity Agreement (1)



3.4

Agreement of Limited Partnership (2)



Amendments to Agreement of Limited Partnership (3)



Amendments to Agreement of Limited Partnership (4)



Amendments to Agreement of Limited Partnership (5)



10.26

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



10.28

Purchase and Sale Contract between National Property Investors 8, a California limited partnership, and Prime Quest Management, LLC, an Illinois limited liability company dated August 16, 2005, filed with the Registrants Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005 and incorporated by reference herein.



10.29

First Amendment to Purchase and Sale Contract between National Property Investors 8 and Prime Quest Management, LLC, dated September 16, 2005, filed with the Registrants Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005 and incorporated by reference herein.



10.30

Reinstatement and Second Amendment to the Purchase and Sale Contract between National Property Investors 8 and Prime Quest Management, LLC, dated October 11, 2005, filed with the Registrants Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005 and incorporated by reference herein.



31.1

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



31.2

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



32.1

Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.











NATIONAL PROPERTY INVESTORS 8



Exhibit Index (continued)



(1)

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



(2)

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



(3)

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



(4)

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



(5)

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











Exhibit 31.1

CERTIFICATION

I, Martha L. Long, certify that:

1.

I have reviewed this quarterly report on Form 10-QSB of National Property Investors 8;

2.

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



3.

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



4.

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



(a)

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



(b)

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



(c)

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



5.

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



(a)

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



(b)

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

Date:  May 12, 2006

/s/Martha L. Long

Martha L. Long

Senior Vice President of NPI Equity Investments, Inc., equivalent of the chief executive officer of the Partnership











Exhibit 31.2

CERTIFICATION

I, Stephen B. Waters, certify that:

1.

I have reviewed this quarterly report on Form 10-QSB of National Property Investors 8;

2.

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



3.

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



4.

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



(a)

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



(b)

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



(c)

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



5.

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



(a)

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



(b)

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

Date:  May 12, 2006

/s/Stephen B. Waters

Stephen B. Waters

Vice President of NPI Equity Investments, Inc., equivalent of the chief financial officer of the Partnership













Exhibit 32.1





Certification of CEO and CFO

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002







In connection with the Quarterly Report on Form 10-QSB of National Property Investors 8 (the "Partnership"), for the quarterly period ended March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Martha L. Long, as the equivalent of the chief executive officer of the Partnership, and Stephen B. Waters, as the equivalent of the chief financial officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:



(1)

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



(2)

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





| |                        
| | -----------------------
| | /s/Martha L. Long      
| | Name: Martha L. Long   
| | Date: May 12, 2006     
| |                        
| | /s/Stephen B. Waters   
| | Name: Stephen B. Waters
| | Date: May 12, 2006     



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