FORM 10-K
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
(Mark One)

[x]    Annual  report  pursuant to Section 13 or 15(d)  of  the  Securities
       Exchange Act of 1934 [Fee Required]

For the fiscal year ended December 31, 1998

                                    OR

[ ]    Transition  report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934 [No Fee Required]

For the transition period from                      to

Commission File Number   0-17707

               Southwest Oil & Gas Income Fund VIII-A, L.P.
                (Exact name of registrant as specified in
                    its limited partnership agreement)

Delaware                                                     75-2220097
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification No.)

407 N. Big Spring, Suite 300, Midland, Texas                   79701
(Address of principal executive office)                      (Zip Code)

Registrant's telephone number, including area code  (915) 686-9927

       Securities registered pursuant to Section 12(b) of the Act:

                                   None

       Securities registered pursuant to Section 12(g) of the Act:

                      limited partnership interests

Indicate by check mark whether registrant (1) has filed reports required to
be  filed  by  Section 13 or 15(d) of the Securities Exchange Act  of  1934
during  the  preceding  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 if disclosure of delinquent filers pursuant to  Item
405  of  Regulation S-K (229.405 of this chapter) is not contained  herein,
and  will  not  be  contained,  to the best of registrant's  knowledge,  in
definitive  proxy or information statements incorporated  by  reference  in
Part III of this Form 10-K or any amendment to this Form 10-K.     [x]

The  registrant's  outstanding  securities  consist  of  Units  of  limited
partnership  interests for which there exists no established public  market
from which to base a calculation of aggregate market value.

The  total  number of pages contained in this report is ___.  There  is  no
exhibit index.

<PAGE>
                            Table of Contents

Item                                                                   Page

                                  Part I

 1.  Business                                                            3

 2.  Properties                                                          7

 3.  Legal Proceedings                                                  10

 4.  Submission of Matters to a Vote of Security Holders                10

                                 Part II

 5.  Market for Registrant's Common Equity and Related
     Stockholder Matters                                                11

 6.  Selected Financial Data                                            12

 7.  Management's Discussion and Analysis of
     Financial Condition and Results of Operations                      13

 8.  Financial Statements and Supplementary Data                        22

 9.  Changes in and Disagreements with Accountants
     on Accounting and Financial Disclosure                             39

                                 Part III

10.  Directors and Executive Officers of the Registrant                 40

11.  Executive Compensation                                             43

12.  Security Ownership of Certain Beneficial Owners and
     Management                                                         43

13.  Certain Relationships and Related Transactions                     45

                                 Part IV

14.  Exhibits, Financial Statement Schedules, and Reports
     on Form 8-K                                                        46

     Signatures                                                         47

<PAGE>
                                  Part I

Item 1.   Business

General
Southwest  Oil  &  Gas  Income  Fund VIII-A,  L.P.  (the  "Partnership"  or
"Registrant") was organized as a Delaware limited partnership  on  November
30,  1987.   The offering of limited partnership interests began March  31,
1988,  minimum capital requirements were met July 6, 1988 and the  offering
concluded March 31, 1989.  The Partnership has no subsidiaries.

The  Partnership  has  expended  its  capital  and  acquired  interests  in
producing oil and gas properties.  After such acquisitions, the Partnership
has  produced and marketed the crude oil and natural gas produced from such
properties.  In most cases, the Partnership purchased working interests  in
oil  and  gas  properties,  with an occasional purchase  of  a  royalty  or
overriding royalty interest.  The Partnership purchased either all or  part
of the rights and obligations under various oil and gas leases.

The  principal executive offices of the Partnership are located at  407  N.
Big Spring, Suite 300, Midland, Texas, 79701.  The Managing General Partner
of  the  Partnership,  Southwest Royalties,  Inc.  (the  "Managing  General
Partner")   and  its  staff  of  98  individuals,  together  with   certain
independent  consultants  used  on an "as needed"  basis,  perform  various
services on behalf of the Partnership, including the selection of  oil  and
gas properties and the marketing of production from such properties.  H. H.
Wommack,  III,  a  stockholder, director, President and  Treasurer  of  the
Managing  General Partner, is also a general partner.  The Partnership  has
no employees.

Principal Products, Marketing and Distribution
The  Partnership has acquired and holds working interests in  oil  and  gas
properties  located  in  New  Mexico and  Texas.   All  activities  of  the
Partnership are confined to the continental United States.  All oil and gas
produced  from these properties is sold to unrelated third parties  in  the
oil and gas business.

The  revenues  generated from the Partnership's oil and gas activities  are
dependent upon the current market for oil and gas.  The prices received  by
the Partnership for its oil and gas production depend upon numerous factors
beyond   the   Partnership's  control,  including  competition,   economic,
political  and regulatory developments and competitive energy sources,  and
make it particularly difficult to estimate future prices of oil and natural
gas.

<PAGE>
During 1998 oil prices fell to their lowest daily levels since 1986 and  to
their lowest annual average since 1976.  In two years, oil prices have been
sliced  by  more  than half.  The factors that started the decline  in  oil
prices in 1997 are the same ones that have kept them down in 1998.  It  was
believed  that there would be continued heavy consumption coming  from  the
Asian  region, but the collapse of their markets late in 1997 carried  over
to  this year bringing demand down with it.  Asian consumption had all  but
disappeared  in  1998, creating an oversupply of crude oil on  the  market.
That  drop  in  demand has lasted longer than anyone had  anticipated,  but
hopes  of  a  recovery abound.  Another reason for the  continued  drop  in
prices  has  been OPEC's unwillingness to completely comply with production
cuts  established in March and again in June.  Although they have been near
90%  compliance at times, they have also been below 70% on a monthly basis.
Even  a  four-day bombing in December of Iraqi military sites could  create
only a one-day rally in oil prices.  Crude oil closed December 31, 1998  at
$12.05  per  barrel  on the NYMEX and posted prices  closed  at  $9.50  per
barrel.

In  a  year  of fairly optimistic expectations for gas prices, the  average
price  of natural gas wound up declining in 1998 to its lowest level  since
1995.   Although the nationwide average did remain above $2.00  per  MMBTU,
1998's  prices were approximately 17% lower than those seen in  1997.   The
combination  of mild weather throughout the year and a gas storage  surplus
both  contributed to the low prices.  Analysts' predictions for 1999 prices
vary,  ranging from a low of $1.87 per MMBTU to a high of $2.40 per  MMBTU.
Reduced  production  throughout the U.S. industry,  along  with  large  gas
storage  withdrawals during the first weeks of January 1999, are  both  key
factors  in  our belief that the 1999 average gas price will remain  around
$1.80 per MMBTU level.

Following  is a table of the ratios of revenues received from oil  and  gas
production for the last three years:

                                  Oil          Gas

                    1998          82%          18%
                    1997          84%          16%
                    1996          85%          15%

As  the table indicates, the majority of the Partnership's revenue is  from
its   oil  production;  therefore,  Partnership  revenues  will  be  highly
dependent upon the future prices and demands for oil.

Seasonality of Business
Although the demand for natural gas is highly seasonal, with higher  demand
in  the colder winter months and in very hot summer months, the Partnership
has  been able to sell all of its natural gas, either through contracts  in
place or on the spot market at the then prevailing spot market price.  As a
result,  the volumes sold by the Partnership have not fluctuated materially
with the change of season.

<PAGE>
Customer Dependence
No  material portion of the Partnership's business is dependent on a single
purchaser,  or a very few purchasers, where the loss of one  would  have  a
material  adverse impact on the Partnership.  Two purchasers accounted  for
69%  of  the  Partnership's  total  oil and  gas  production  during  1998:
Scurlock Permian LLC for 50% and Mobil Corporation for 19%.  Two purchasers
accounted for 66% of the Partnership's total oil and gas production  during
1997:  Scurlock Permian Corporation for 48% and Mobil Corporation for  18%.
Two  purchasers accounted for 69% of the Partnership's total  oil  and  gas
production  during  1996:   Scurlock  Permian  Corporation  50%  and  Mobil
Corporation  19%.   All  purchasers  of  the  Partnership's  oil  and   gas
production  are  unrelated  third parties.   In  the  event  any  of  these
purchasers were to discontinue purchasing the Partnership's production, the
Managing General Partner believes that a substitute purchaser or purchasers
could be located without undue delay.  No other purchaser accounted for  an
amount  equal to or greater than 10% of the Partnership's sales of oil  and
gas production.

Competition
Because  the  Partnership has utilized all of its funds available  for  the
acquisition  of interests in producing oil and gas properties,  it  is  not
subject  to  competition from other oil and gas property  purchasers.   See
Item 2, Properties.

Factors  that  may  adversely  affect the  Partnership  include  delays  in
completing  arrangements  for  the sale of production,  availability  of  a
market for production, rising operating costs of producing oil and gas  and
complying  with  applicable  water  and  air  pollution  control  statutes,
increasing  costs  and  difficulties of transportation,  and  marketing  of
competitive  fuels.   Moreover, domestic oil  and  gas  must  compete  with
imported oil and gas and with coal, atomic energy, hydroelectric power  and
other forms of energy.

Regulation

Oil  and Gas Production - The production and sale of oil and gas is subject
to  federal and state governmental regulation in several respects, such  as
existing price controls on natural gas and possible price controls on crude
oil,  regulation of oil and gas production by state and local  governmental
agencies, pollution and environmental controls and various other direct and
indirect   regulation.    Many  jurisdictions  have  periodically   imposed
limitations on oil and gas production by restricting the rate of  flow  for
oil  and  gas wells below their actual capacity to produce and by  imposing
acreage limitations for the drilling of wells.  The federal government  has
the  power  to  permit increases in the amount of oil imported  from  other
countries and to impose pollution control measures.

<PAGE>

Various  aspects of the Partnership's oil and gas activities are  regulated
by  administrative agencies under statutory provisions of the states  where
such  activities  are  conducted and by certain  agencies  of  the  federal
government for operations on Federal leases.  Moreover, certain  prices  at
which the Partnership may sell its natural gas production are controlled by
the  Natural Gas Policy Act of 1978, the Natural Gas Wellhead Decontrol Act
of  1989  and the regulations promulgated by the Federal Energy  Regulatory
Commission.

Environmental  - The Partnership's oil and gas activities  are  subject  to
extensive  federal,  state  and local laws and  regulations  governing  the
generation,  storage, handling, emission, transportation and  discharge  of
materials into the environment.  Governmental authorities have the power to
enforce compliance with their regulations, and violations carry substantial
penalties.   This  regulatory burden on the oil and gas industry  increases
its cost of doing business and consequently affects its profitability.  The
Managing  General  Partner  is  unable to  predict  what,  if  any,  effect
compliance will have on the Partnership.

Industry  Regulations  and  Guidelines - Certain industry  regulations  and
guidelines  apply to the registration, qualification and operation  of  oil
and  gas programs in the form of limited partnerships.  The Partnership  is
subject  to  these  guidelines  which regulate  and  restrict  transactions
between the Managing General Partner and the Partnership.

The  Partnership  complies with these guidelines and the  Managing  General
Partner  does not anticipate that continued compliance will have a material
adverse effect on Partnership operations.

Partnership Employees
The Partnership has no employees; however, the Managing General Partner has
a  staff of geologists, engineers, accountants, landmen and clerical  staff
who  engage in Partnership activities and operations and perform additional
services  for  the  Partnership as needed.  In  addition  to  the  Managing
General  Partner's  staff, the Partnership engages independent  consultants
such  as petroleum engineers and geologists as needed.  As of December  31,
1998,  there were 98 individuals directly employed by the Managing  General
Partner in various capacities.

<PAGE>
Item 2.   Properties

In  determining whether an interest in a particular producing property  was
to  be  acquired, the Managing General Partner considered such criteria  as
estimated  oil  and  gas reserves, estimated cash flow  from  the  sale  of
production,  present  and  future prices of oil  and  gas,  the  extent  of
undeveloped  and  unproved reserves, the potential for secondary,  tertiary
and other enhanced recovery projects and the availability of markets.

As  of December 31, 1998, the Partnership possessed an interest in oil  and
gas  properties  located  in Eddy County of New Mexico;  Borden,  Crockett,
Glasscock,  Leon,  Martin, Pecos, Reagan, Reeves, Stonewall,  Terry,  Ward,
Winkler  and Yoakum Counties of Texas.  These properties consist of various
interests in approximately 106 wells and units.

Due  to  the  Partnership's  objective of  maintaining  current  operations
without engaging in the drilling of any developmental or exploratory wells,
or  additional acquisitions of producing properties, there has not been any
significant changes in properties during 1998, 1997 and 1996.

During  1998, eighteen leases were sold for approximately $40,100.   During
1997,  two  leases were sold for approximately $40,000.  During  1996,  one
lease was sold for approximately $31,500.


<PAGE>

Significant Properties
The  following  table  reflects the significant  properties  in  which  the
Partnership has an interest:

                          Date
                       Purchased        No. of          Proved Reserves*
Name and Location     and Interest      Wells       Oil (bbls)   Gas (mcf)
-----------------     ------------      ------      ----------   ----------

Mobil Acquisition     4/89 at 5%         19         37,000         36,000
Ward and Reeves       to 50% working
Counties, Texas       interest


North American        3/89 at 50%         3         47,000              -
Royalties             working
Yoakum County,        interest
Texas

Ramsey/Sell           3/89 at 11%         6         51,000         12,000
Acquisition           to 51%
Winkler County,       working
Texas                 interest


*Ryder  Scott Company Petroleum Engineers prepared the reserve and  present
value data for 96.4% of the Partnership's existing properties as of January
1,  1999.   Another independent petroleum engineer prepared  the  remaining
3.6%  of the Partnership's properties.  The reserve estimates were made  in
accordance  with  guidelines  established by the  Securities  and  Exchange
Commission  pursuant  to Rule 4-10(a) of Regulation S-X.   Such  guidelines
require oil and gas reserve reports be prepared under existing economic and
operating  conditions  with  no provisions for price  and  cost  escalation
except by contractual arrangements.

The  New York Mercantile Exchange price at December 31, 1998 of $12.05  was
used  as the beginning basis for the oil price.  Oil price adjustments from
$12.05  per  barrel were made in the individual evaluations to reflect  oil
quality,  gathering and transportation costs.  The results are  an  average
price received at the lease of $10.07 per barrel in the preparation of  the
reserve report as of January 1, 1999.

In  the  determination of the gas price, the New York  Mercantile  Exchange
price  at December 31, 1998 of $1.95 was used as the beginning basis.   Gas
price   adjustments  from  $1.95  per  Mcf  were  made  in  the  individual
evaluations to reflect BTU content, gathering and transportation costs  and
gas processing and shrinkage.  The results are an average price received at
the  lease of $1.88 per Mcf in the preparation of the reserve report as  of
January 1, 1999.

<PAGE>
As  also discussed in Part II, Item 7, Management's Discussion and Analysis
of  Financial Condition and Results of Operations, oil and gas prices  were
subject to frequent changes in 1998.

The  evaluation  of  oil and gas properties is not  an  exact  science  and
inevitably involves a significant degree of uncertainty, particularly  with
respect to the quantity of oil or gas that any given property is capable of
producing.   Estimates  of  oil and gas reserves  are  based  on  available
geological and engineering data, the extent and quality of which  may  vary
in  each  case  and,  in  certain instances, may prove  to  be  inaccurate.
Consequently,  properties may be depleted more rapidly than the  geological
and engineering data have indicated.

Unanticipated  depletion, if it occurs, will result in lower reserves  than
previously  estimated; thus an ultimately lower return for the Partnership.
Basic  changes in past reserve estimates occur annually.  As  new  data  is
gathered  during the subsequent year, the engineer must revise his  earlier
estimates.  A year of new information, which is pertinent to the estimation
of  future  recoverable volumes, is available during  the  subsequent  year
evaluation.   In applying industry standards and procedures, the  new  data
may cause the previous estimates to be revised.  This revision may increase
or  decrease the earlier estimated volumes.  Pertinent information gathered
during the year may include actual production and decline rates, production
from  offset  wells  drilled to the same geologic formation,  increased  or
decreased water production, workovers, and changes in lifting costs,  among
others.   Accordingly,  reserve  estimates are  often  different  from  the
quantities of oil and gas that are ultimately recovered.

The  Partnership  has  reserves which are classified  as  proved  developed
producing, proved developed non-producing and proved undeveloped.   All  of
the  proved reserves are included in the engineering reports which evaluate
the Partnership's present reserves.

Because  the  Partnership  does  not engage  in  drilling  activities,  the
development of proved undeveloped reserves is conducted pursuant  to  farm-
out  arrangements  with  the Managing General Partner  or  unrelated  third
parties.  Generally, the Partnership retains a carried interest such as  an
overriding  royalty  interest under the terms of a  farm-out,  or  receives
cash.

<PAGE>
The  Partnership or the owners of properties in which the Partnership  owns
an  interest  can  engage  in workover projects or  supplementary  recovery
projects, for example, to extract behind the pipe reserves which qualify as
proved developed non-producing reserves.  See Part II, Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations.

Item 3.   Legal Proceedings

There are no material pending legal proceedings to which the Partnership is
a party.

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

No  matter  was submitted to a vote of security holders during  the  fourth
quarter of 1998 through the solicitation of proxies or otherwise.

<PAGE>
                                 Part II


Item 5.   Market for the Registrant's Common Equity and Related Stockholder
          Matters

Market Information
Limited  partnership interests, or units, in the Partnership were initially
offered and sold for a price of $500.  Limited partner units are not traded
on  any  exchange  and there is no public or organized trading  market  for
them.  The Managing General Partner has become aware of certain limited and
sporadic transfers of units between limited partners and third parties, but
has no verifiable information regarding the prices at which such units have
been transferred. Further, a transferee may not become a substitute limited
partner without the consent of the Managing General Partner.

After  completion of the Partnership's first full fiscal year of operations
and each year thereafter, the Managing General Partner has offered and will
continue  to  offer  to  purchase each limited partner's  interest  in  the
Partnership,  at a price based on tangible assets of the Partnership,  plus
the  present  value  of  the future net revenues  of  proved  oil  and  gas
properties,  minus liabilities with a risk factor discount of  up  to  one-
third  which  may  be implemented in the sole discretion  of  the  Managing
General  Partner.   However, the Managing General Partner's  obligation  to
purchase  limited partner units is limited to an expenditure of  an  amount
not  in  excess  of  10%  of  the  total limited  partner  units  initially
subscribed for by limited partners.  In 1998, 336.25 limited partner  units
were  tendered  to  and  purchased by the Managing General  Partner  at  an
average base price of $62.48 per unit.  In 1997, 303 limited partner  units
were  tendered  to  and  purchased by the Managing General  Partner  at  an
average base price of $244.03 per unit.  In 1996, 161 limited partner units
were  tendered  to  and  purchased by the Managing General  Partner  at  an
average base price of $124.94 per unit.

Number of Limited Partner Interest Holders
As of December 31, 1998, there were 605 holders of limited partner units in
the Partnership.

Distributions
Pursuant  to Article IV, Section 4.01 of the Partnership's Certificate  and
Agreement  of  Limited Partnership "Net Cash Flow" is  distributed  to  the
partners  on  a  monthly basis.  "Net Cash Flow" is defined  as  "the  cash
generated  by  the  Partnership's investments  in  producing  oil  and  gas
properties,  less  (i)  General and Administrative  Costs,  (ii)  Operating
Costs,  and  (iii) any reserves necessary to meet current  and  anticipated
needs  of  the  Partnership, as determined in the sole  discretion  of  the
Managing General Partner."

<PAGE>
During  1998,  distributions  were made totaling  $167,969,  with  $152,519
distributed  to  the limited partners and $15,450 to the general  partners.
For  the  year ended December 31, 1998, distributions of $11.22 per limited
partner   unit   were  made,  based  upon  13,596  limited  partner   units
outstanding.   The decline in distributions experienced  in  1998  will  be
expected  to  continue  into  1999 based on the  continued  low  oil  price
economy.   During  1997, twelve monthly distributions  were  made  totaling
$646,000, with $581,400 distributed to the limited partners and $64,600  to
the  general partners.  For the year ended December 31, 1997, distributions
of  $42.76  per  limited partner unit were made, based upon 13,596  limited
partner units outstanding.  During 1996, twelve monthly distributions  were
made  totaling $633,712, with $571,412 distributed to the limited  partners
and $62,300 to the general partners.  For the year ended December 31, 1996,
distributions  of  $42.03 per limited partner unit were  made,  based  upon
13,596 limited partner units outstanding.

Item 6.   Selected Financial Data

The  following  selected financial data for the years  ended  December  31,
1998,  1997,  1996,  1995 and 1994 should be read in conjunction  with  the
financial statements included in Item 8:

                                    Years ended December 31,
                   ---------------------------------------------------------
                        1998       1997       1996       1995       1994
                        ----       ----       ----       ----       ----
Revenues           $   889,180  1,470,302  1,791,219  1,511,905  1,332,582

Net income (loss)    (715,201)    273,412    554,215    259,472    111,820

Partners' share of
 net income (loss):

  General partners     (1,184)     50,541     67,821     41,647     29,582

  Limited partners   (714,017)    222,871    486,394    217,825     82,238

Limited partners'
 net income (loss)
  per unit             (52.52)      16.39      35.77      16.02       6.05

Limited partners'
 cash distributions
  per unit               11.22      42.76      42.03      28.77      18.40

Total assets       $   426,680  1,310,347  1,682,520  1,762,282  1,935,208

<PAGE>
Item 7.   Management's  Discussion and Analysis of Financial Condition  and
          Results of Operations

General
The  Partnership was formed to acquire interests in producing oil  and  gas
properties,  to produce and market crude oil and natural gas produced  from
such  properties and to distribute any net proceeds from operations to  the
general  and  limited partners.  Net revenues from producing  oil  and  gas
properties are not reinvested in other revenue producing assets  except  to
the  extent  that  producing facilities and wells  are  reworked  or  where
methods  are employed to improve or enable more efficient recovery  of  oil
and gas reserves.  The economic life of the Partnership thus depends on the
period  over  which the Partnership's oil and gas reserves are economically
recoverable.

Increases   or   decreases   in  Partnership   revenues   and,   therefore,
distributions  to partners will depend primarily on changes in  the  prices
received  for  production,  changes in volumes of  production  sold,  lease
operating  expenses, enhanced recovery projects, offset drilling activities
pursuant  to  farm-out arrangements and on the depletion of  wells.   Since
wells  deplete over time, production can generally be expected  to  decline
from year to year.

Well  operating costs and general and administrative costs usually decrease
with   production   declines;  however,  these  costs  may   not   decrease
proportionately.   Net  income available for distribution  to  the  limited
partners  is therefore expected to fluctuate in later years based on  these
factors.

Based on current conditions, management anticipates performing no workovers
during  1999  to  enhance  production.  With  expected  price  improvement,
workovers may be performed in the year 2001 and 2002.  The partnership  may
have an increase in the year 2001 and 2002, otherwise, the Partnership will
most  likely  experience it's historical decline of  approximately  7%  per
year.

<PAGE>
Results of Operations

A.  General Comparison of the Years Ended December 31, 1998 and 1997

The  following  table  provides certain information  regarding  performance
factors for the years ended December 31, 1998 and 1997:

                                                  Year Ended     Percentage
                                                 December 31,     Increase
                                                1998      1997   (Decrease)
                                                ----      ----   ---------

Average price per barrel of oil            $    12.68    19.01    (33%)
Average price per mcf of gas               $     2.06     2.55    (19%)
Oil production in barrels                      57,100   64,807    (12%)
Gas production in mcf                          79,500   91,776    (13%)
Gross oil and gas revenue                  $  887,7101,466,069    (39%)
Net oil and gas revenue                    $  105,697  609,794    (83%)
Partnership distributions                  $  167,969  646,000    (74%)
Limited partner distributions              $  152,519  581,400    (74%)
Per unit distribution to limited partners  $    11.22    42.76    (74%)
Number of limited partner units                13,596   13,596

Revenues

The   Partnership's  oil  and  gas  revenues  decreased  to  $887,710  from
$1,466,069 for the years ended December 31, 1998 and 1997, respectively,  a
decrease  of  39%.  The principal factors affecting the comparison  of  the
years ended December 31, 1998 and 1997 are as follows:

1.  The  average  price  for a barrel of oil received  by  the  Partnership
    decreased  during the year ended December 31, 1998 as compared  to  the
    year ended December 31, 1997 by 33%, or $6.33 per barrel, resulting  in
    a   decrease  of  approximately  $410,200  in  revenues.    Oil   sales
    represented  82%  of  total oil and gas sales  during  the  year  ended
    December 31, 1998 as compared to 84% during the year ended December 31,
    1997.

    The  average  price  for  an  mcf of gas received  by  the  Partnership
    decreased during the same period by 19%, or $.49 per mcf, resulting  in
    a decrease of approximately $45,000 in revenues.

    The  total  decrease in revenues due to the change in  prices  received
    from  oil  and  gas production is approximately $455,200.   The  market
    price  for oil and gas has been extremely volatile over the past decade
    and  management expects a certain amount of volatility to  continue  in
    the foreseeable future.

<PAGE>
2.  Oil  production decreased approximately 7,700 barrels or 12% during the
    year ended December 31, 1998 as compared to the year ended December 31,
    1997, resulting in a decrease of approximately $97,700 in revenues.

    Gas  production  decreased approximately 12,300 mcf or 13%  during  the
    same  period,  resulting  in  a decrease of  approximately  $25,300  in
    revenues.

    The  total  decrease  in revenues due to the change  in  production  is
    approximately $123,000.

Costs and Expenses

Total  costs and expenses increased to $1,604,381 from $1,196,890  for  the
years  ended December 31, 1998 and 1997, respectively, an increase of  34%.
The  increase  is the result of higher general and administrative  expense,
depletion  expense  and  provision for impairment, partially  offset  by  a
decrease in lease operating costs.

1.    Lease  operating  costs  and  production  taxes  were  9%  lower,  or
   approximately $74,300 less during the year ended December  31,  1998  as
   compared to the year ended December 31, 1997.

2.  General and administrative costs consist of independent accounting  and
    engineering  fees,  computer services, postage,  and  Managing  General
    Partner  personnel costs.  General and administrative  costs  increased
    10% or approximately $10,400 during the year ended December 31, 1998 as
    compared to the year ended December 31, 1997.

3.  Depletion expense increased to $330,000 for the year ended December 31,
    1998  from  $232,000 for the same period in 1997.  This  represents  an
    increase  of 42%.  Depletion is calculated using the units  of  revenue
    method  of  amortization based on a percentage of current period  gross
    revenues  to  total future gross oil and gas revenues, as estimated  by
    the Partnership's independent petroleum consultants.

    A  contributing factor to the increase in depletion expense between the
    comparative periods was the decrease in the price of oil and  gas  used
    to determine the Partnership's reserves for January 1, 1999 as compared
    to  1998.   Another  contributing factor  was  due  to  the  impact  of
    revisions  of  previous estimates on reserves.  Revisions  of  previous
    estimates  can be attributed to the changes in production  performance,
    oil  and  gas  price and production costs.  The impact of the  revision
    would  have  increased depletion expense approximately  $77,000  as  of
    December 31, 1997.

4.  The  Partnership  reduced the net capitalized  costs  of  oil  and  gas
    properties  by $373,357.  This provision for impairment had the  effect
    of  reducing  net  income,  but did not affect  cash  flow  or  partner
    distributions.   See Summary of Significant Accounting Policies  -  Oil
    and Gas Properties.

<PAGE>
Results of Operations

B.  General Comparison of the Years Ended December 31, 1997 and 1996

The  following  table  provides certain information  regarding  performance
factors for the years ended December 31, 1997 and 1996:

                                                  Year Ended     Percentage
                                                 December 31,     Increase
                                                1997      1996   (Decrease)
                                                ----      ----   ---------

Average price per barrel of oil            $    19.01    21.09    (10%)
Average price per mcf of gas               $     2.55     2.75     (7%)
Oil production in barrels                      64,807   72,200    (10%)
Gas production in mcf                          91,776   96,800     (5%)
Gross oil and gas revenue                  $1,466,0691,788,565    (18%)
Net oil and gas revenue                    $  609,794  785,150    (22%)
Partnership distributions                  $  646,000  633,712       2%
Limited partner distributions              $  581,400  571,412       2%
Per unit distribution to limited partners  $    42.76    42.03       2%
Number of limited partner units                13,596   13,596

Revenues

The  Partnership's  oil  and  gas revenues  decreased  to  $1,466,069  from
$1,788,565 for the years ended December 31, 1997 and 1996, respectively,  a
decrease  of  18%.  The principal factors affecting the comparison  of  the
years ended December 31, 1997 and 1996 are as follows:

1.  The  average  price  for a barrel of oil received  by  the  Partnership
    decreased  during the year ended December 31, 1997 as compared  to  the
    year ended December 31, 1996 by 10%, or $2.08 per barrel, resulting  in
    a   decrease  of  approximately  $150,200  in  revenues.    Oil   sales
    represented  84%  of  total oil and gas sales  during  the  year  ended
    December 31, 1997 as compared to 85% during the year ended December 31,
    1996.

    The  average  price  for  an  mcf of gas received  by  the  Partnership
    decreased during the same period by 7%, or $.20 per mcf, resulting in a
    decrease of approximately $19,400 in revenues.

    The  total  decrease in revenues due to the change in  prices  received
    from  oil  and  gas production is approximately $169,600.   The  market
    price  for oil and gas has been extremely volatile over the past decade
    and  management expects a certain amount of volatility to  continue  in
    the foreseeable future.

<PAGE>
2.  Oil  production decreased approximately 7,400 barrels or 10% during the
    year ended December 31, 1997 as compared to the year ended December 31,
    1996, resulting in a decrease of approximately $140,500 in revenues.

    Gas  production decreased approximately 5,000 mcf or 5% during the same
    period, resulting in a decrease of approximately $12,800 in revenues.

    The  total  decrease  in revenues due to the change  in  production  is
    approximately  $153,300.   The decrease  is  primarily  the  result  of
    natural decline.

Costs and Expenses

Total  costs and expenses decreased to $1,196,890 from $1,237,004  for  the
years  ended  December 31, 1997 and 1996, respectively, a decrease  of  3%.
The  decrease  is  the result of lower lease operating costs,  general  and
administrative expense, offset by an increase in depletion expense.

1. Lease   operating  costs  and  production  taxes  were  15%  lower,   or
   approximately $147,100 less during the year ended December 31,  1997  as
   compared  to the year ended December 31, 1996.  The decrease  from  1996
   is due largely to significant cost in 1996 to re-equip a well.

2.  General and administrative costs consist of independent accounting  and
    engineering  fees,  computer services, postage,  and  Managing  General
    Partner personnel costs.  General and administrative costs decreased 1%
    or  approximately  $1,000 during the year ended December  31,  1997  as
    compared to the year ended December 31, 1996.

3.  Depletion expense increased to $232,000 for the year ended December 31,
    1997  from  $124,000 for the same period in 1996.   This  represents  a
    increase  of 87%.  Depletion is calculated using the units  of  revenue
    method  of  amortization based on a percentage of current period  gross
    revenues  to  total future gross oil and gas revenues, as estimated  by
    the Partnership's independent petroleum consultants.

    A  contributing factor to the increase in depletion expense between the
    comparative periods was the decrease in the price of oil and  gas  used
    to determine the Partnership's reserves for January 1, 1998 as compared
    to  1997.   Another  contributing factor  was  due  to  the  impact  of
    revisions  of  previous estimates on reserves.  Revisions  of  previous
    estimates  can be attributed to the changes in production  performance,
    oil  and  gas  price and production costs.  The impact of the  revision
    would  have  increased depletion expense approximately  $91,000  as  of
    December 31, 1996.


<PAGE>

C.  Revenue and Distribution Comparison

Partnership net income (loss) for the years ended December 31,  1998,  1997
and  1996  was $(715,201), $273,412 and $554,215, respectively.   Excluding
the  effects of depreciation, depletion and amortization and provision  for
impairment, net income (loss) for the years ended December 31,  1998,  1997
and  1996  would have been $(11,844), $505,412 and $678,215,  respectively.
Correspondingly, Partnership distributions for the years ended December 31,
1998,  1997  and  1996 were $167,969, $646,000 and $633,712,  respectively.
These  differences  are indicative of the changes in oil  and  gas  prices,
production and properties during 1998, 1997 and 1996.

The  sources  for  the  1998 distributions of $167,969  were  oil  and  gas
operations  of  approximately  $105,500 and  the  change  in  oil  and  gas
properties  of  approximately  $81,500,  resulting  in  excess   cash   for
contingencies  or  subsequent distributions.   The  sources  for  the  1997
distributions  of  $646,000  were oil and gas operations  of  approximately
$591,000 and the change in oil and gas properties of approximately  $1,500,
with  the  balance  from available cash on hand at  the  beginning  of  the
period.   The sources for the 1996 distributions of $633,712 were  oil  and
gas   operations   of   approximately  $594,900  and  property   sales   of
approximately  $71,000, offset by additions to oil and  gas  properties  of
approximately  $14,500,  resulting  in excess  cash  for  contingencies  or
subsequent distributions.

Total  distributions during the year ended December 31, 1998 were  $167,969
of  which  $152,519 was distributed to the limited partners and $15,450  to
the general partners.  The per unit distribution to limited partners during
the  same  period was $11.22.  Total distributions during  the  year  ended
December  31, 1997 were $646,000 of which $581,400 was distributed  to  the
limited  partners  and  $64,600  to the general  partners.   The  per  unit
distribution to limited partners during the same period was $42.76.   Total
distributions  during  the year ended December 31, 1996  were  $633,712  of
which  $571,412 was distributed to the limited partners and $62,300 to  the
general partners. The per unit distribution to limited partners during  the
same period was $42.03.

Since  inception of the Partnership, cumulative monthly cash  distributions
of  $7,024,620  have been made to the partners.  As of December  31,  1998,
$6,363,149 or $468.02 per limited partner unit, has been distributed to the
limited partners, representing a 94% return of the capital contributed.

<PAGE>
Liquidity and Capital Resources

The  primary source of cash is from operations, the receipt of income  from
interests in oil and gas properties.  The Partnership knows of no  material
change, nor does it anticipate any such change.

Cash flows provided by operating activities were approximately $105,500  in
1998 compared to $590,900 in 1997 and approximately $594,900 in 1996.   The
primary  source  of  the  1998  cash flow  from  operating  activities  was
profitable operations.

Cash  flows provided by investing activities were approximately $81,500  in
1998  compared to $1,500 in 1997 and approximately $56,600  in  1996.   The
principal  source of the 1998 cash flow from investing activities  was  the
sale of oil and gas properties.

Cash flows used in financing activities were approximately $168,500 in 1998
compared to $646,000 in 1997 and approximately $634,000 in 1996.  The  only
use in financing activities was the distributions to partners.

As  of  December  31,  1998, the Partnership had approximately  $45,600  in
working  capital.   The  Managing  General  Partner  knows  of  no  unusual
contractual commitments and believes the revenue generated from  operations
are adequate to meet the needs of the Partnership.

Liquidity - Managing General Partner

The  Managing General Partner has a highly leveraged capital structure with
over   $21.0  million  of  interest  payments  due  in  1999  on  its  debt
obligations.   Due  to  severely depressed commodity prices,  the  Managing
General  Partner  is experiencing difficulty in generating sufficient  cash
flow  to  meet  its obligations and sustain its operations.   The  Managing
General  Partner is currently in the process of renegotiating the terms  of
its  various obligations with its creditors and/or attempting to  seek  new
lenders  or  equity investors.  Additionally, the Managing General  Partner
would   consider  disposing  of  certain  assets  in  order  to  meet   its
obligations.

There can be no assurance that the Managing General Partner's debt
restructuring efforts will be successful or that the lenders will agree to
a course of action consistent with the Managing General Partners
requirements in restructuring the obligations.  Even if such agreement is
reached, it may require approval of additional lenders, which is not
assured.  Furthermore, there can be no assurance that the sales of assets
can be successfully accomplished on terms acceptable to the Managing
General Partner.  Under current circumstances, the Managing General
Partner's ability to continue as a going concern depends upon its ability
to (1) successfully restructure its obligations or obtain additional
financing as may be required, (2) maintain compliance with all debt
covenants, (3) generate sufficient cash flow to meet its obligations on a
timely basis, and (4) achieve satisfactory levels of future earnings.  If
the Managing General Partner is unsuccessful in its efforts, it may be
unable to meet its obligations making it necessary to undertake such other
actions as may be appropriate to preserve asset values.

Information Systems for the Year 2000

The  Managing  General Partner provides all data processing  needs  of  the
Partnership.  The Managing General Partner is continuing in its  effort  to
identify  and  assess its exposure to the potential Year 2000 software  and
imbedded  chip processing and date sensitivity issue.  Through the Managing
General  Partners  data processing subsidiary, Midland Southwest  Software,
Inc., the Managing General Partner proactively initiated a plan to identify
applicable hardware and software, assess impact and effect, estimate costs,
construct and implement corrective actions, and prepare contingency plans.

<PAGE>
Identification & Assessment

The  Managing  General  Partner currently believes it  has  identified  the
internal  and external software and hardware that may have date sensitivity
problems.  Four critical systems and/or functions were identified:  (1) the
proprietary software of the Partnership (OGAS) that is used for oil  &  gas
property management and financial accounting functions, (2) the DEC VAX/VMS
hardware and operating system, (3) various third-party application software
including  lease  economic  analysis, fixed  asset  management,  geological
applications, and payroll/human resource programs, and (4) External Agents.

The  proprietary  software of the Partnership is currently  in  process  of
meeting  compliance requirements with an estimated completion date of  mid-
year  1999.   Since this is an internally generated software  package,  the
Managing General Partner has estimated the cost to be approximately $25,000
by  estimating the necessary man-hours.  These modifications are being made
by internal staff and do not represent additional costs to the Partnership.
The  Managing General Partner has not made contingency plans at  this  time
since  the  conversion is ahead of schedule and being handled  by  Managing
General  Partner controlled internal programmers.  Given the complexity  of
the systems being modified, it is anticipated that some problems may arise,
but  with  an expected early completion date, the Managing General  Partner
feels that adequate time is available to overcome unforeseen delays.

DEC has released a fully compliant version of its operating system that  is
used  by  the  Partnership on the DEC VAX system.  It will be installed  in
August 1999, the Managing General Partner believes that this will solve any
potential problems on the system.

The  Managing  General Partner has identified various third-party  software
that may have date sensitivity problems and is working with the vendors  to
secure  solutions as well as prepare contingency plans.  After  review  and
evaluation  of  the vendor plans and status, the Managing  General  Partner
believes that the problems will be resolved prior to the year 2000  or  the
alternate  contingency plan will sufficiently and adequately remediate  the
problem so that there is no material disruption to business functions.

The  External  Agents  of  the  Partnership include  suppliers,  customers,
owners,  vendors, banks, product purchasers including pipelines, and  other
oil  and  gas property operators.  The Managing General Partner is  in  the
process of identifying and communicating with each critical External  Agent
about  its  plan  and progress thereof in addressing the Year  2000  issue.
This process is on schedule and the Managing General Partner, at this time,
believes  that  there  should  be no material  interference  or  disruption
associated with any of the critical External Agent's functions necessary to
the   Partnership's  business.   The  Managing  General  Partner  estimates
completion of this audit by mid-year 1999 and believes that alternate plans
can  be  devised to circumvent any material problems arising from  critical
External Agent noncompliance.

Cost

To  date,  the Managing General Partner has incurred only minimal  internal
man-hour costs for identification, planning, and maintenance.  The Managing
General  Partner believes that the necessary additional costs will also  be
minimal  and most will fall under normal and general maintenance procedures
and updates.  An accurate cost cannot be determined at this time, but it is
expected  that  the total cost to remediate all systems  to  be  less  than
$50,000.

<PAGE>
Risks/Contingency

The  failure to correct critical systems of the Partnership, or the failure
of  a  material business partner or External Agent to resolve critical Year
2000  issues  could  have a serious adverse impact on the  ability  of  the
Partnership  to  continue operations and meet obligations.   Based  on  the
Managing  General  Partner's  evaluation and  assessment  to  date,  it  is
believed  that any interruption in operation will be minor and  short-lived
and  pose no material monetary loss, safety, or environmental risk  to  the
Partnership.   However, until all assessment is complete, it is  impossible
to accurately identify the risks, quantify potential impacts or establish a
final  contingency  plan. The Managing General Partner  believes  that  its
assessment and contingency planning will be complete no later than mid-year
1999.

Worst Case Scenario

The  Securities and Exchange Commission requires that public companies must
forecast the most reasonably likely worst case Year 2000 scenario, assuming
that  the  Managing  General Partner's Year 2000  plan  is  not  effective.
Analysis  of the most reasonably likely worst case Year 2000 scenarios  the
Partnership  may face leads to contemplation of the following possibilities
which,  though  considered  highly  unlikely,  must  be  included  in   any
consideration  of worst cases: widespread failure of electrical,  gas,  and
similar   supplies   by  utilities  serving  the  Partnership;   widespread
disruption  of  the  services of communications  common  carriers;  similar
disruption to means and modes of transportation for the Partnership and its
employees, contractors, suppliers, and customers; significant disruption to
the  Partnership's  ability to gain access to,  and  continue  working  in,
office  buildings  and other facilities; and the failure, of  third-parties
systems,  the  effects  of which would have a cumulative  material  adverse
impact  on  the  Partnership's  critical systems.   The  Partnership  could
experience  an inability by customers, traders, and others  to  pay,  on  a
timely  basis or at all, obligations owed to the Partnership.  Under  these
circumstances, the adverse effect on the Partnership, and the diminution of
Partnership revenues, could be material, although not quantifiable at  this
time.


<PAGE>
Item 8.   Financial Statements and Supplementary Data

                      Index to Financial Statements

                                                                       Page

Independent Auditors Reports                                            23

Balance Sheets                                                          25

Statements of Operations                                                26

Statement of Changes in Partners' Equity                                27

Statements of Cash Flows                                                28

Notes to Financial Statements                                           30

<PAGE>









                        INDEPENDENT AUDITORS REPORT
                                     
The Partners
Southwest Oil & Gas Income Fund
 VIII-A, L.P.
(a Delaware Limited Partnership)

We  have  audited the accompanying balance sheets of Southwest  Oil  &  Gas
Income  Fund VIII-A, L.P. (the "Partnership") as of December 31,  1998  and
1997, and the related statements of operations, changes in partners' equity
and  cash  flows for the years then ended.  These financial statements  are
the responsibility of the Partnership's management.  Our responsibility  is
to express an opinion on these financial statements based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Southwest Oil  &  Gas
Income  Fund VIII-A, L.P. as of December 31, 1998 and 1997 and the  results
of its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.



                        KPMG LLP



Midland, Texas
March 18, 1999

<PAGE>












                    REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners
Southwest Oil & Gas Income Fund
 VIII-A, L.P.
Midland, Texas

We  have  audited  the  accompanying statements of operations,  changes  in
partners' equity and cash flows of Southwest Oil & Gas Income Fund  VIII-A,
L.P. for the year ended December 31, 1996.  These financial statements  are
the responsibility of the partnership's management.  Our responsibility  is
to express an opinion on these financial statements based on our audit.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain  reasonable  assurance about whether the statements  of  operations,
changes   in   partners  equity  and  cash  flows  are  free  of   material
misstatement.   An  audit  includes examining, on a  test  basis,  evidence
supporting  the  amounts and disclosures in the statements  of  operations,
changes  in  partners  equity  and cash  flows.   An  audit  also  includes
assessing the accounting principles used and significant estimates made  by
management,  as  well  as  evaluating  the  overall  presentation  of   the
statements  of operations, changes in partners equity and cash  flows.   We
believe that our audit of the statements of operations, changes in partners
equity and cash flows provides a reasonable basis for our opinion.

In  our  opinion, the statements of operations, changes in partners  equity
and  cash flows referred to above present fairly, in all material respects,
the results of operations and cash flows of Southwest Oil & Gas Income Fund
VIII-A,  L.P.  for  the year ended December 31, 1996,  in  conformity  with
generally accepted accounting principles.


                        JOSEPH DECOSIMO AND COMPANY
                           A   Tennessee   Registered   Limited   Liability
Partnership


Chattanooga, Tennessee
March 14, 1997

<PAGE>

               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)
                              Balance Sheets
                        December 31, 1998 and 1997


                                                      1998           1997
                                                      ----           ----
  Assets

Current assets:
 Cash and cash equivalents                   $        21,234        2,669
 Receivable from Managing General Partner             24,555      141,933
 Other receivable                                          -       40,239

---------                                    ---------
                                                 Total    current    assets
45,789                                       184,841

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

Oil and gas properties - using the full-
 cost method of accounting                         5,365,357    5,406,615
  Less accumulated depreciation,
                                               depletion  and  amortization
4,984,466                                    4,281,109

---------                                    ---------
                                              Net  oil  and gas  properties
380,891                                      1,125,506

---------                                    ---------
                                                                          $
426,680                                      1,310,347

=========                                    =========

  Liabilities and Partners' Equity

Current liability - Distribution payable     $           189          686

---------                                    ---------
Partners' equity -
 General partners                                    (6,229)       10,405
 Limited partners                                    432,720    1,299,256

---------                                    ---------
                                                Total    partners'   equity
426,491                                      1,309,661

---------                                    ---------
                                                                          $
426,680                                      1,310,347

=========                                    =========




















                  The accompanying notes are an integral
                   part of these financial statements.

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)
                         Statements of Operations
               Years ended December 31, 1998, 1997 and 1995


                                                 1998     1997      1996
                                                 ----     ----      ----

  Revenues

Oil and gas revenue                       $    887,710 1,466,0691,788,565
Interest                                         1,470     4,233    2,654
                                                                  ---------
---------                                 ---------
                                                                    889,180
1,470,302                                 1,791,219
                                                                  ---------
---------                                 ---------
  Expenses

Production                                     782,013   856,2751,003,415
General and administrative                     119,011   108,615  109,589
Depreciation, depletion and amortization       330,000   232,000  124,000
Provision for impairment of oil
 and gas properties                            373,357         -        -
                                                                  ---------
---------                                 ---------
                                                                  1,604,381
1,196,890                                 1,237,004
                                                                  ---------
---------                                 ---------
Net income (loss)                         $  (715,201)   273,412  554,215
                                                                  =========
=========                                 =========
Net income (loss) allocated to:

 Managing General Partner                 $    (1,066)    45,487   61,039
                                                                  =========
=========                                 =========
 General Partner                          $      (118)     5,054    6,782
                                                                  =========
=========                                 =========
 Limited partners                         $  (714,017)   222,871  486,394
                                                                  =========
=========                                 =========
  Per limited partner unit                $     (52.52)    16.39    35.77
                                                                  =========
=========                                 =========























                  The accompanying notes are an integral
                   part of these financial statements.

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)
                 Statement of Changes in Partners' Equity
               Years ended December 31, 1998, 1997 and 1996


                                              General   Limited
                                              Partners  Partners   Total
                                              --------  --------   -----

Balance at December 31, 1995            $     18,943  1,742,803 1,761,746

 Net income                                   67,821    486,394   554,215

 Distribution                               (62,300)  (571,412) (633,712)
                                                                    -------
---------                               ---------
Balance at December 31, 1996                  24,464  1,657,785 1,682,249

 Net income                                   50,541    222,871   273,412

 Distributions                              (64,600)  (581,400) (646,000)
                                                                    -------
---------                               ---------
Balance at December 31, 1997                  10,405  1,299,256 1,309,661

 Net income (loss)                           (1,184)  (714,017) (715,201)

 Distributions                              (15,450)  (152,519) (167,969)
                                                                    -------
---------                               ---------
Balance at December 31, 1998            $    (6,229)    432,720   426,491
                                                                    =======
=========                               =========






























                  The accompanying notes are an integral
                   part of these financial statements.

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)
                         Statements of Cash Flows
               Years ended December 31, 1998, 1997 and 1996


                                               1998       1997      1996
                                               ----       ----      ----

Cash flows from operating activities:

 Cash received from oil and gas sales   $  1,009,168  1,566,614 1,692,414
 Cash paid to Managing General Partner
  for administrative fees and general
                                           and    administrative   overhead
(905,104)                               (979,909)(1,100,155)
 Interest received                             1,470      4,233     2,654
                                                                 ----------
----------                              ----------
  Net cash provided by operating
                                         activities      105,534    590,938
594,913
                                                                 ----------
----------                              ----------
Cash flows from investing activities:

 Additions to oil and gas properties               -   (34,088)  (14,460)
 Sale of oil and gas properties               81,497     35,560    71,012
                                                                 ----------
----------                              ----------
   Net  cash provided by investing activities              81,497     1,472
56,552
                                                                 ----------
----------                              ----------
Cash flows used in financing activities:

 Distributions to partners                 (168,466)  (645,585) (633,977)
                                                                 ----------
----------                              ----------
Net (decrease) increase in cash and cash
 equivalents                                  18,565   (53,175)    17,488

 Beginning of year                             2,669     55,844    38,356
                                                                 ----------
----------                              ----------
 End of year                            $     21,234      2,669    55,844
                                                                 ==========
==========                              ==========


(continued)





















                  The accompanying notes are an integral
                   part of these financial statements.

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)
                   Statements of Cash Flows, continued
               Years ended December 31, 1998, 1997 and 1996


                                                 1998      1997      1996
                                                 ----      ----      ----

Reconciliation of net income (loss) to net
 cash provided by operating activities:

Net income (loss)                         $  (715,201)   273,412  554,215

Adjustments to reconcile net income (loss) to
 net cash provided by operating activities:

   Depreciation, depletion and amortization               330,000   232,000
124,000
  Decrease (increase) in receivables           121,458   100,545 (96,151)
  Increase (decrease) in payables              (4,080)  (15,019)   12,849
  Provisions for Impairment of oil and
                                           gas  properties          373,357
- -
                                                                    -------
-------                                   -------
Net cash provided by operating activities $    105,534   590,938  549,913
                                                                    =======
=======                                   =======

Supplemental schedule of noncash investing
 and financing activities:

 Sale of oil and gas property included in
   receivable from Managing General Partner           $         -    40,239
-






























                  The accompanying notes are an integral
                   part of these financial statements.

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements


1.   Organization
     Southwest  Oil & Gas Income Fund VIII-A, L.P. was organized under  the
     laws of the state of Delaware on November 30, 1987, for the purpose of
     acquiring  producing oil and gas properties and to produce and  market
     crude oil and natural gas produced from such properties for a term  of
     50  years, unless terminated at an earlier date as provided for in the
     Partnership  Agreement.   The  Partnership  sells  its  oil  and   gas
     production  to  a  variety of purchasers with the prices  it  receives
     being  dependent  upon the oil and gas economy.  Southwest  Royalties,
     Inc.  serves  as the Managing General Partner and H. H. Wommack,  III,
     as  the individual general partner.  Revenues, costs and expenses  are
     allocated as follows:

                                                     Limited      General
                                                     Partners     Partners
                                                     --------     --------
     Interest income on capital contributions        100%            -
     Oil and gas sales                                90%           10%
     All other revenues                               90%           10%
     Organization and offering costs (1)             100%            -
     Amortization of organization costs              100%            -
     Syndication costs                               100%            -
     Property acquisition costs                      100%            -
     Gain/loss on property disposition                90%           10%
     Operating and administrative costs (2)           90%           10%
     Depreciation, depletion and amortization
      of oil and gas properties                      100%            -
     All other costs                                  90%           10%

          (1)All  organization  costs in excess of 3%  of  initial  capital
          contributions  will be paid by the Managing General  Partner  and
          will  be treated as a capital contribution.  The Partnership paid
          the  Managing  General Partner an amount equal to 3%  of  initial
          capital contributions for such organization costs.

          (2)Administrative costs in any year which exceed  2%  of  capital
          contributions shall be paid by the Managing General  Partner  and
          will be treated as a capital contribution.

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements


2.   Summary of Significant Accounting Policies

     Oil and Gas Properties
     Oil  and  gas properties are accounted for at cost under the full-cost
     method.   Under  this  method, all productive and nonproductive  costs
     incurred   in   connection  with  the  acquisition,  exploration   and
     development of oil and gas reserves are capitalized.  Gain or loss  on
     the   sale  of  oil  and  gas  properties  is  not  recognized  unless
     significant oil and gas reserves are involved.

     The  Partnership's policy for depreciation, depletion and amortization
     of  oil  and  gas  properties is computed under the units  of  revenue
     method.   Under  the units of revenue method, depreciation,  depletion
     and  amortization is computed on the basis of current  gross  revenues
     from production in relation to future gross revenues, based on current
     prices, from estimated production of proved oil and gas reserves.

     Under  the  units  of  revenue method, the  Partnership  computes  the
     provision  by multiplying the total unamortized cost of  oil  and  gas
     properties by an overall rate determined by dividing (a) oil  and  gas
     revenues during the period by (b) the total future gross oil  and  gas
     revenues  as  estimated  by  the Partnership's  independent  petroleum
     consultants.   It  is  reasonably possible  that  those  estimates  of
     anticipated  future  gross revenues, the remaining estimated  economic
     life  of  the product, or both could be changed significantly  in  the
     near  term  due to the potential fluctuation of oil and gas prices  or
     production.   The  depletion estimate would also be affected  by  this
     change.

     Should the net capitalized costs exceed the estimated present value of
     oil  and  gas reserves, discounted at 10%, such excess costs would  be
     charged  to  current  expense.   As of  December  31,  1998,  the  net
     capitalized cost exceeded the estimated present value of oil  and  gas
     reserves,  thus  an adjustment of $373,357 was made to  the  financial
     statement.   As  of  December 31, 1997 and 1996, the  net  capitalized
     costs  did  not  exceed the estimated present value  of  oil  and  gas
     reserves.

     Estimates and Uncertainties
     The  preparation of financial statements in conformity with  generally
     accepted  accounting principles requires management to make  estimates
     and  assumptions  that  affect  the reported  amounts  of  assets  and
     liabilities and disclosure of contingent assets and liabilities at the
     date  of the financial statements and the reported amounts of revenues
     and expenses during the reporting period.  Actual results could differ
     from those estimates.

     Syndication Costs
     Syndication  costs  are  accounted for as a reduction  of  partnership
     equity.

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements


2.   Summary of Significant Accounting Policies - continued

     Environmental Costs
     The  Partnership  is  subject to extensive federal,  state  and  local
     environmental laws and regulations.  These laws, which are  constantly
     changing, regulate the discharge of materials into the environment and
     may  require  the Partnership to remove or mitigate the  environmental
     effects of the disposal or release of petroleum or chemical substances
     at   various  sites.   Environmental  expenditures  are  expensed   or
     capitalized  depending on their future economic benefit.  Costs  which
     improve a property as compared with the condition of the property when
     originally  constructed  or acquired and costs  which  prevent  future
     environmental contamination are capitalized.  Expenditures that relate
     to  an  existing condition caused by past operations and that have  no
     future  economic benefits are expensed.  Liabilities for  expenditures
     of  a  non-capital  nature are recorded when environmental  assessment
     and/or  remediation  is  probable, and the  costs  can  be  reasonably
     estimated.

     Gas Balancing
     The  Partnership  utilizes the sales method  of  accounting  for  gas-
     balancing  arrangements.  Under this method the Partnership recognizes
     sales revenue on all gas sold.  As of December 31, 1998, there were no
     significant amounts of imbalance in terms of units and value.   As  of
     December   31,   1997  and  1996,  the  Partnership  was  overproduced
     approximately 60 mcf of gas.

     Income Taxes
     No  provision  for  income  taxes  is  reflected  in  these  financial
     statements, since the tax effects of the Partnership's income or  loss
     are passed through to the individual partners.

     In   accordance  with  the  requirements  of  Statement  of  Financial
     Accounting  Standards  No.  109, "Accounting  for  Income  Taxes,  the
     Partnership's tax basis in its net oil and gas properties at  December
     31,  1998  and  1997 is $756,711 and $248,114 and, respectively,  more
     than  that shown on the accompanying Balance Sheets in accordance with
     generally accepted accounting principles.

     Cash and Cash Equivalents
     For purposes of the statement of cash flows, the Partnership considers
     all  highly liquid debt instruments purchased with a maturity of three
     months or less to be cash equivalents.  The Partnership maintains  its
     cash at one financial institution.

     Number of Limited Partner Units
     As  of  December  31, 1998, 1997 and 1996, there were  13,596  limited
     partner units outstanding held by 605, 613 and 630 partners.

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements
     
     
2.   Summary of Significant Accounting Policies - continued
     
     Concentrations of Credit Risk
     The  Partnership is subject to credit risk through trade  receivables.
     Although  a  substantial portion of its debtors'  ability  to  pay  is
     dependent upon the oil and gas industry, credit risk is minimized  due
     to  a  large customer base.  All partnership revenues are received  by
     the   Managing  General  Partner  and  subsequently  remitted  to  the
     partnership and all expenses are paid by the Managing General  Partner
     and subsequently reimbursed by the partnership.

     Fair Value of Financial Instruments
     The  carrying amount of cash and accounts receivable approximates fair
     value due to the short maturity of these instruments.

     Net Income (loss) per limited partnership unit
     The  net  income (loss) per limited partnership unit is calculated  by
     using the number of outstanding limited partnership units.

3.   Liquidity - Managing General Partner
     The  Managing General Partner has a highly leveraged capital structure
     with  over $21.0 million of interest payments due in 1999 on its  debt
     obligations.  Due to severely depressed commodity prices, the Managing
     General  Partner  is experiencing difficulty in generating  sufficient
     cash  flow  to  meet its obligations and sustain its operations.   The
     Managing  General Partner is currently in the process of renegotiating
     the  terms  of  its  various  obligations with  its  creditors  and/or
     attempting to seek new lenders or equity investors.  Additionally, the
     Managing General Partner would consider disposing of certain assets in
     order to meet its obligations.
     
     There  can  be  no assurance that the Managing General Partner's  debt
     restructuring  efforts  will be successful or that  the  lenders  will
     agree  to  a  course  of action consistent with the  Managing  General
     Partners requirements in restructuring the obligations.  Even if  such
     agreement  is reached, it may require approval of additional  lenders,
     which is not assured.  Furthermore, there can be no assurance that the
     sales  of  assets can be successfully accomplished on terms acceptable
     to  the  Managing  General Partner.  Under current circumstances,  the
     Managing  General  Partner's ability to continue as  a  going  concern
     depends   upon  its  ability  to  (1)  successfully  restructure   its
     obligations  or  obtain additional financing as may be  required,  (2)
     maintain  compliance with all debt covenants, (3) generate  sufficient
     cash  flow to meet its obligations on a timely basis, and (4)  achieve
     satisfactory  levels  of  future earnings.  If  the  Managing  General
     Partner  is unsuccessful in its efforts, it may be unable to meet  its
     obligations making it necessary to undertake such other actions as may
     be appropriate to preserve asset values.

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements


4.   Commitments and Contingent Liabilities
     After  completion  of  the Partnership's first  full  fiscal  year  of
     operations and each year thereafter, the Managing General Partner  has
     offered  and will continue to offer to purchase each limited partner's
     interest  in the Partnership, at a price based on tangible  assets  of
     the Partnership, plus the present value of the future net revenues  of
     proved  oil  and gas properties, minus liabilities with a risk  factor
     discount  of  up  to one-third which may be implemented  in  the  sole
     discretion  of  the Managing General Partner.  However,  the  Managing
     General  Partner's  obligation to purchase limited  partner  units  is
     limited  to  an expenditure of an amount not in excess of 10%  of  the
     total  limited  partner  units initially  subscribed  for  by  limited
     partners.

     The  Partnership  is  subject  to various  federal,  state  and  local
     environmental  laws  and  regulations which  establish  standards  and
     requirements  for  protection  of the  environment.   The  Partnership
     cannot  predict the future impact of such standards and  requirements,
     which  are  subject to change and can have retroactive  effectiveness.
     The  Partnership  continues to monitor the status of  these  laws  and
     regulations.

     As  of December 31, 1998, the Partnership has not been fined, cited or
     notified  of any environmental violations and management is not  aware
     of  any  unasserted  violations which would have  a  material  adverse
     effect upon capital expenditures, earnings or the competitive position
     in  the  oil and gas industry.  However, the Managing General  Partner
     does  recognize  by  the very nature of its business,  material  costs
     could be incurred in the near term to bring the Partnership into total
     compliance.   The amount of such future expenditures is  not  reliably
     determinable  due to several factors, including the unknown  magnitude
     of  possible  contaminations, the unknown timing  and  extent  of  the
     corrective  actions  which may be required, the determination  of  the
     Partnership's liability in proportion to other responsible parties and
     the  extent to which such expenditures are recoverable from  insurance
     or indemnifications from prior owners of Partnership's properties.

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements


5.   Related Party Transactions
     A  significant  portion  of the oil and gas properties  in  which  the
     Partnership  has  an interest are operated by and purchased  from  the
     Managing General Partner.  As is usual in the industry and as provided
     for  in  the  operating  agreement for each  respective  oil  and  gas
     property  in  which the Partnership has an interest, the  operator  is
     paid  an  amount for administrative overhead attributable to operating
     such  properties,  with such amounts to Southwest Royalties,  Inc.  as
     operator  approximating $143,700, $149,000 and $144,000 for the  years
     ended December 31, 1998, 1997 and 1996 respectively.  In addition, the
     Managing  General Partner and certain officers and employees may  have
     an  interest  in  some  of the properties that  the  Partnership  also
     participates.

     Certain  subsidiaries  or affiliates of the Managing  General  Partner
     perform  various  oil  field  services for  properties  in  which  the
     Partnership  owns an interest.  Such services aggregated approximately
     $3,800, $3,200 and $22,000 for the years ended December 31, 1998, 1997
     and 1996, respectively, and the Managing General Partner believes that
     these  costs are comparable to similar charges paid by the Partnership
     to unrelated third parties.

     Southwest  Royalties,  Inc., the Managing General  Partner,  was  paid
     $98,400  during  1998,  1997  and 1996 as an  administrative  fee  for
     indirect general and administrative overhead expenses.

     Receivables  from  Southwest  Royalties, Inc.,  the  Managing  General
     Partner,  of approximately $24,555 and $141,933 are from oil  and  gas
     production, net of lease operating costs and production taxes,  as  of
     December 31, 1998 and 1997, respectively.

     In addition, a director and officer of the Managing General Partner is
     a  partner  in a law firm, with such firm providing legal services  to
     the  Partnership.  There were no legal services provided for the  year
     ended  December  31, 1998, 1997 and approximately $100  for  the  year
     ended December 31, 1996.

6.   Major Customers
     No  material portion of the Partnership's business is dependent  on  a
     single  purchaser, or a very few purchasers, where  the  loss  of  one
     would  have  a  material  adverse  impact  on  the  Partnership.   Two
     purchasers  accounted for 69% of the Partnership's total oil  and  gas
     production  during  1998:  Scurlock Permian  LLC  for  50%  and  Mobil
     Corporation  for  19%.   Two  purchasers  accounted  for  66%  of  the
     Partnership's  total  oil and gas production  during  1997:   Scurlock
     Permian  Corporation  for  48% and Mobil  Corporation  for  18%.   Two
     purchasers  accounted for 69% of the Partnership's total oil  and  gas
     production  during 1996:  Scurlock Permian Corporation 50%  and  Mobil
     Corporation  19%.   All purchasers of the Partnership's  oil  and  gas
     production  are unrelated third parties.  In the event  any  of  these
     purchasers   were   to   discontinue  purchasing   the   Partnership's
     production,  the Managing General Partner believes that  a  substitute
     purchaser  or  purchasers could be located without  undue  delay.   No
     other  purchaser accounted for an amount equal to or greater than  10%
     of the Partnership's sales of oil and gas production.

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements


7.   Estimated Oil and Gas Reserves (unaudited)
     The  Partnership's  interest in proved oil  and  gas  reserves  is  as
     follows:

                                                     Oil (bbls)   Gas (mcf)
                                                     ----------   ---------
     Proved developed and undeveloped reserves -

     January 1, 1996                                 685,000     1,071,000

       Revisions of previous estimates               208,000        72,000
       Production                                   (72,000)      (97,000)
                                                     -------     ---------
     December 31, 1996                               821,000     1,046,000

       Revisions of previous estimates             (384,000)     (437,000)
       Production                                   (65,000)      (92,000)
       Sales of minerals in place                    (3,000)       (8,000)
                                                     -------     ---------
     December 31, 1997                               369,000       509,000

       Revisions of previous estimates             (151,000)     (191,000)
       Production                                   (57,000)      (80,000)
       Sale of minerals in place                     (5,000)      (49,000)
                                                     -------     ---------
     December 31, 1998                               156,000       189,000
                                                     =======     =========

     Proved developed reserves -

     December 31, 1996                               754,000       988,000
                                                     =======     =========
     December 31, 1997                               335,000       487,000
                                                     =======     =========
     December 31, 1998                               149,000       189,000
                                                     =======     =========


     All  of  the Partnership's reserves are located within the continental
     United States.

     *Ryder  Scott  Company Petroleum Engineers prepared  the  reserve  and
     present  value data for 96.4% of the Partnership's existing properties
     as  of  January  1,  1999.   Another  independent  petroleum  engineer
     prepared  the  remaining  3.6% of the Partnership's  properties.   The
     reserve  estimates were made in accordance with guidelines established
     by  the Securities and Exchange Commission pursuant to Rule 4-10(a) of
     Regulation  S-X.  Such guidelines require oil and gas reserve  reports
     be  prepared under existing economic and operating conditions with  no
     provisions  for  price  and  cost  escalation  except  by  contractual
     arrangements.

     The  New York Mercantile Exchange price at December 31, 1998 of $12.05
     was  used  as  the  beginning basis for  the  oil  price.   Oil  price
     adjustments  from  $12.05  per  barrel were  made  in  the  individual
     evaluations  to  reflect  oil  quality, gathering  and  transportation
     costs.   The  results are an average price received at  the  lease  of
     $10.07  per  barrel  in the preparation of the reserve  report  as  of
     January 1, 1999.

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements


7.   Estimated Oil & Gas Reserves (unaudited) - continued
     In  the  determination  of  the gas price,  the  New  York  Mercantile
     Exchange price at December 31, 1998 of $1.95 was used as the beginning
     basis.   Gas  price adjustments from $1.95 per Mcf were  made  in  the
     individual   evaluations  to  reflect  BTU  content,   gathering   and
     transportation  costs and gas processing and shrinkage.   The  results
     are  an  average price received at the lease of $1.88 per Mcf  in  the
     preparation of the reserve report as of January 1, 1999.

     The  evaluation of oil and gas properties is not an exact science  and
     inevitably  involves a significant degree of uncertainty, particularly
     with respect to the quantity of oil or gas that any given property  is
     capable of producing.  Estimates of oil and gas reserves are based  on
     available  geological and engineering data, the extent and quality  of
     which may vary in each case and, in certain instances, may prove to be
     inaccurate.   Consequently, properties may be  depleted  more  rapidly
     than the geological and engineering data have indicated.

     Unanticipated  depletion, if it occurs, will result in lower  reserves
     than  previously estimated; thus an ultimately lower  return  for  the
     Partnership.  Basic changes in past reserve estimates occur  annually.
     As  new data is gathered during the subsequent year, the engineer must
     revise  his  earlier estimates.  A year of new information,  which  is
     pertinent  to  the  estimation  of  future  recoverable  volumes,   is
     available during the subsequent year evaluation.  In applying industry
     standards  and  procedures,  the  new  data  may  cause  the  previous
     estimates  to be revised.  This revision may increase or decrease  the
     earlier estimated volumes.  Pertinent information gathered during  the
     year  may include actual production and decline rates, production from
     offset  wells  drilled  to the same geologic formation,  increased  or
     decreased  water production, workovers, and changes in lifting  costs,
     among others.  Accordingly, reserve estimates are often different from
     the quantities of oil and gas that are ultimately recovered.

     The  Partnership has reserves which are classified as proved developed
     producing, proved developed non-producing and proved undeveloped.  All
     of  the proved reserves are included in the engineering reports  which
     evaluate the Partnership's present reserves.

     Because  the  Partnership does not engage in drilling activities,  the
     development  of proved undeveloped reserves is conducted  pursuant  to
     farm-out  arrangements with the Managing General Partner or  unrelated
     third  parties.  Generally, the Partnership retains a carried interest
     such  as an overriding royalty interest under the terms of a farm-out,
     or receives cash.

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements


7.   Estimated Oil & Gas Reserves (unaudited) - continued
     The  standardized measure of discounted future net cash flows relating
     to  proved oil and gas reserves at December 31, 1998, 1997 and 1996 is
     presented below:

                                           1998         1997        1996
                                           ----         ----        ----

     Future cash inflows             $   1,930,000   7,257,000  24,209,000
     Production and development
                                      costs           1,383,000   4,820,000
13,068,000
                                        ----------  ----------  ----------
     Future net cash flows                 547,000   2,437,000  11,141,000
     10% annual discount for
      estimated timing of cash
      flows                                166,000     780,000   4,214,000
                                        ----------  ----------  ----------
     Standardized measure of
                                     discounted future net cash
      flows                          $     381,000   1,657,000   6,927,000
                                        ==========  ==========  ==========

     The  principal  sources  of  change in  the  standardized  measure  of
     discounted  future  net cash flows for the years  ended  December  31,
     1998, 1997 and 1996 are as follows:

                                              1998        1997       1996
                                              ----        ----       ----

     Sales of oil and gas produced,
      net of production costs           $  (106,000)  (610,000)(1,220,000)
      Changes in prices and production costs           (882,000)(3,699,000)
3,329,000
     Changes of production rates
      (timing) and others                   (43,000)     49,000    112,000
     Sales of minerals in place             (35,000)   (27,000)          -
     Revisions of previous
      quantities estimates                 (376,000)(1,676,000)    208,000
     Accretion of discount                   166,000    693,000    601,000
     Discounted future net
      cash flows -
      Beginning of year                    1,657,000  6,927,000  3,897,000
                                          ----------  ---------  ---------
      End of year                       $    381,000  1,657,000  6,927,000
                                          ==========  =========  =========

     Future  net cash flows were computed using year-end prices  and  costs
     that  related  to existing proved oil and gas reserves  in  which  the
     Partnership has mineral interests.

<PAGE>
Item 9.   Changes  in and Disagreements With Accountants on Accounting  and
          Financial Disclosure

On  June  9,  1997  Southwest  Royalties, Inc. the  Partnership's  Managing
General  Partner (Southwest Royalties, Inc.) dismissed Joseph Decosimo  and
Company as the Partnership's independent accountants.  The Managing General
Partner's   Board  of  Directors  approved  the  decision  to  change   the
Partnership's independent accountants.

The  report of Joseph Decosimo and Company on the financial statements  for
the  fiscal  year ended December 31, 1996 contained no adverse  opinion  or
disclaimer  of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principle.

In  connection with its audit for the fiscal year ended December  31,  1996
and  through  June  9, 1997, there have been no disagreements  with  Joseph
Decosimo  and Company on any matter of accounting principles or  practices,
financial  statements  disclosure, or auditing scope  or  procedure,  which
disagreements  if not resolved to the satisfaction of Joseph  Decosimo  and
Company would have caused them to make reference thereto in their report on
the financial statements for such year.

The  Registrant has requested that Joseph Decosimo and Company  furnish  it
with  a  letter addressed to the SEC stating whether or not is agrees  with
the  above statements.  A copy of that letter is included as Exhibit 16 and
has been filed with the Securities and Exchange Commission.


          

<PAGE>
                                 Part III

Item 10.  Directors and Executive Officers of the Registrant

Management of the Partnership is provided by Southwest Royalties, Inc.,  as
Managing  General Partner.  The names, ages, offices, positions and  length
of  service of the directors and executive officers of Southwest Royalties,
Inc. are set forth below.  Each director and executive officer serves for a
term  of  one year.  The present directors of the Managing General  Partner
have served in their capacity since the Company's formation in 1983.

     Name                   Age                     Position
--------------------        ---         -----------------------------------
-------
H. H. Wommack, III                      43     Chairman   of   the   Board,
                                        President,
                                        Chief Executive Officer, Treasurer
                                        and Director

H. Allen Corey              42          Secretary and Director

Bill E. Coggin                          44     Vice  President  and   Chief
                                        Financial Officer

Jon P. Tate                             41     Vice  President,  Land   and
                                        Assistant Secretary

R. Douglas Keathley         43          Vice President, Operations

J. Steven Person            40          Vice President, Marketing

Paul L. Morris              57          Director

H.  H.  Wommack, III, is Chairman of the Board, President, Chief  Executive
Officer,  Treasurer, principal stockholder and a director of  the  Managing
General  Partner,  and  has  served as its President  since  the  Company's
organization  in August, 1983.  Prior to the formation of the Company,  Mr.
Wommack  was  a  self-employed  independent oil  producer  engaged  in  the
purchase  and sale of royalty and working interests in oil and gas  leases,
and  the drilling of exploratory and developmental oil and gas wells.   Mr.
Wommack  holds  a J.D. degree from the University of Texas  from  which  he
graduated  in  1980, and a B.A. from the University of  North  Carolina  in
1977.

H.  Allen  Corey, a founder of the Managing General Partner, has served  as
the   Managing  General  Partner's  secretary  and  a  director  since  its
inception.   Mr. Corey is President of Trolley Barn Brewery, Inc.,  a  brew
pub restaurant chain based in the Southeast.  Prior to his involvement with
Trolley Barn, Mr. Corey was a partner at the law firm of Miller & Martin in
Chattanooga,  Tennessee.  He is currently of counsel to  the  law  firm  of
Baker,  Donelson,  Bearman  & Caldwell, with the  offices  in  Chattanooga,
Tennessee.  Mr. Corey received a J.D. degree from the Vanderbilt University
Law  School and B.A. degree from the University of North Carolina at Chapel
Hill.

<PAGE>
Bill  E. Coggin, Vice President and Chief Financial Officer, has been  with
the Managing General Partner since 1985.  Mr. Coggin was Controller for Rod
Ric  Corporation of Midland, Texas, an oil and gas drilling company, during
the latter part of 1984.  He was Controller for C.F. Lawrence & Associates,
Inc., an independent oil and gas operator also of Midland, Texas during the
early  part of 1984.  Mr. Coggin taught public school for four years  prior
to his business experience.  Mr. Coggin received a B.S. in Education and  a
B.B.A. in Accounting from Angelo State University.

Jon  P.  Tate,  Vice President, Land and Assistant Secretary,  assumed  his
responsibilities  with  the Managing General Partner  in  1989.   Prior  to
joining  the  Managing  General Partner, Mr.  Tate  was  employed  by  C.F.
Lawrence  & Associates, Inc., an independent oil and gas company,  as  Land
Manager from 1981 through 1989.  Mr. Tate is a member of the Permian  Basin
Landman's  Association and received his B.B.S. degree  from  Hardin-Simmons
University.

R.    Douglas   Keathley,   Vice   President,   Operations,   assumed   his
responsibilities with the Managing General Partner as a Production Engineer
in  October,  1992.   Prior to joining the Managing  General  Partner,  Mr.
Keathley  was  employed for four (4) years by ARCO Oil  &  Gas  Company  as
senior  drilling  engineer working in all phases of well production  (1988-
1992),  eight  (8)  years by Reading & Bates Petroleum  Company  as  senior
petroleum  engineer responsible for drilling (1980-1988) and two (2)  years
by  Tenneco Oil Company as drilling engineer responsible for all phases  of
drilling   (1978-1980).   Mr.  Keathley  received  his  B.S.  in  Petroleum
Engineering in 1977 from the University of Oklahoma.

J.  Steven  Person, Vice President, Marketing, assumed his responsibilities
with  the Managing General Partner as National Marketing Director in  1989.
Prior  to joining the Managing General Partner, Mr. Person served  as  Vice
President  of  Marketing  for CRI, Inc., and was  associated  with  Capital
Financial  Group and Dean Witter (1983).  He received a B.B.A. from  Baylor
University in 1982 and an M.D.A. from Houston Baptist University in 1987.

Paul  L.  Morris has served as a Director of Southwest Royalties  Holdings,
Inc.  since August 1998 and Southwest Royalties, Inc. since September 1998.
Mr. Morris is President and CEO of Wagner & Brown, Ltd., one of the largest
independently owned oil and gas companies in the United States.   Prior  to
his  position with Wagner & Brown, Mr. Morris served as President of Banner
Energy and in various managerial positions with Columbia Gas System, Inc.


<PAGE>
Key Employees

Accounting  and Administrative Officer - Debbie A. Brock, age  46,  assumed
her  position with the Managing General Partner in 1991.  Prior to  joining
the Managing General Partner, Ms. Brock was employed with Western Container
Corporation   as  Accounting  Manager  (1982-1990),  Synthetic   Industries
(Texas), Inc. as Accounting Manager (1976-1982) and held various accounting
positions in the manufacturing industry (1971-1975).  Ms. Brock received  a
B.B.A. from the University of Houston.

Controller - Robert A. Langford, age 49, assumed his responsibilities  with
the  Managing  General Partner in 1992.  Mr. Langford received  his  B.B.A.
degree  in  Accounting  in 1975 from the University  of  Central  Arkansas.
Prior  to  joining the Managing General Partner,  Mr. Langford was employed
with Forest Oil Corporation as Corporate Coordinator, Regional Coordinator,
Accounting  Manager.  He held various other positions  from  1982-1992  and
1976-1980  and was Assistant Controller of National Oil Company from  1980-
1982.

Financial  Reporting  Manager - Bryan Dixon, C.P.A., age  32,  assumed  his
responsibilities  with the Managing General Partner  in  1992.   Mr.  Dixon
received his B.B.A. degree in Accounting in 1988 from Texas Tech University
in  Lubbock,  Texas.   Prior to joining the Managing General  Partner,  Mr.
Dixon was employed as a Senior Auditor with Johnson, Miller & Company  from
1991-1992 and Audit Supervisor for Texas Tech University and the Texas Tech
University Health Sciences Center from 1988-1991.

Production   Superintendent  -  Steve  C.  Garner,  age  57,  assumed   his
responsibilities   with   the  Managing  General  Partner   as   Production
Superintendent  in  July,  1989.  Prior to  joining  the  Managing  General
Partner,  Mr. Garner was employed 16 years by Shell Oil Company working  in
all  phases of oil field production as operations foreman, one and one-half
years  with Petroleum Corporation of Delaware as Production Superintendent,
six  years  as  an independent engineering consultant, and  one  year  with
Citation  Oil & Gas Corp. as a workover, completion and production foreman.
Mr.  Garner has worked extensively in the Permian Basin oil field  for  the
last 25 years.

Tax  Manager  -  Carolyn  Cookson, age 42, assumed her  position  with  the
Managing  General  Partner in April, 1989.  Prior to joining  the  Managing
General  Partner,  Ms. Cookson was employed as Director of  Taxes  at  C.F.
Lawrence  &  Associates,  Inc. from 1983 to  1989,  and  worked  in  public
accounting  at McCleskey, Cook & Green, P.C. from 1981 to 1983  and  Deanna
Brady,  C.P.A.  from 1980 to 1981.  She is a member of  the  Permian  Basin
Chapter  of the Petroleum Accountants' Society, and serves on its Board  of
Directors  and  is  liaison to the Tax Committee.  Ms. Cookson  received  a
B.B.A. in accounting from New Mexico State University.


<PAGE>
Investor  Relations Manager - Sandra K. Flournoy, age 52, came to Southwest
Royalties,  Inc.  in 1988 from Parker & Parsley Petroleum,  where  she  was
Assistant Manager of Investor Services and Broker/Dealer Relations for  two
years.   Prior  to that, Ms. Flournoy was Administrative Assistant  to  the
Superintendent at Greenwood ISD for four years.

In certain instances, the Managing General Partner will engage professional
petroleum   consultants   and  other  independent  contractors,   including
engineers   and   geologists  in  connection  with  property  acquisitions,
geological  and  geophysical  analysis,  and  reservoir  engineering.   The
Managing  General Partner believes that, in addition to its own  "in-house"
staff,  the utilization of such consultants and independent contractors  in
specific  instances  and  on  an  "as-needed"  basis  allows  for   greater
flexibility  and greater opportunity to perform its oil and gas  activities
more economically and effectively.

Item 11.  Executive Compensation

The  Partnership  does not have any directors or executive  officers.   The
executive officers of the Managing General Partner do not receive any  cash
compensation,  bonuses, deferred compensation or compensation  pursuant  to
any  type  of  plan,  from the Partnership.  The Managing  General  Partner
received  $98,400  during 1998, 1997 and 1996 as an  annual  administrative
fee.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

There  are  no  limited partners who own of record, or  are  known  by  the
Managing General Partner to beneficially own, more than five percent of the
Partnership's limited partnership interests.

The   Managing  General  Partner  owns  a  nine  percent  interest  in  the
Partnership as a general partner.  Through repurchase offers to the limited
partners,  the  Managing General Partner also owns 1383.25 limited  partner
units,  a  10.2%  limited partner interest.  The Managing  General  Partner
total percentage interest ownership in the Partnership is 15.9%.

No  officer or director of the Managing General Partner owns Units  in  the
Partnership.  H. H. Wommack, III, as the individual general partner of  the
Partnership,  owns a one percent interest in the Partnership as  a  general
partner.   The officers and directors of the Managing General  Partner  are
considered beneficial owners of the limited partner units acquired  by  the
Managing  General Partner by virtue of their status as  such.   A  list  of
beneficial  owners  of  limited partner units,  acquired  by  the  Managing
General Partner, is as follows:

<PAGE>
                                                   Amount and
                                                   Nature of      Percent
                      Name and Address of          Beneficial        of
 Title of Class         Beneficial Owner           Ownership       Class
-------------------  ---------------------------  ---------------  -------
Limited Partnership  Southwest Royalties, Inc.    Directly Owns     10.2%
 Interest            Managing General Partner     1,383.25 Units
                     407 N. Big Spring Street
                     Midland, TX  79701

Limited Partnership  H. H. Wommack, III           Indirectly Owns   10.2%
 Interest            Chairman of the Board,       1,383.25Units
                     President, CEO, Treasurer
                     and Director of Southwest
                     Royalties, Inc., the
                     Managing General Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

Limited Partnership  H. Allen Corey               Indirectly Owns   10.2%
 Interest            Secretary and Director of    1,383.25 Units
                     Southwest Royalties, Inc.,
                     the Managing General
                     Partner
                     633 Chestnut Street
                     Chattanooga, TN  37450-1800

Limited Partnership  Bill E. Coggin               Indirectly Owns   10.2%
 Interest            Vice President and CFO of    1,383.25 Units
                     Southwest Royalties, Inc.,
                     the Managing General
                     Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

Limited Partnership  Jon P. Tate                  Indirectly Owns   10.2%
 Interest            Vice President, Land and     1,383.25 Units
                     Assistant Secretary of
                     Southwest Royalties, Inc.,
                     the Managing General
                     Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

Limited Partnership  J. Steven Person             Indirectly Owns   10.2%
 Interest            Vice President, Marketing    1,383.25 Units
                     of Southwest Royalties, Inc.,
                     the Managing General
                     Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

<PAGE>
                                                   Amount and
                                                   Nature of      Percent
                      Name and Address of          Beneficial        of
 Title of Class         Beneficial Owner           Ownership       Class
-------------------  ---------------------------  ---------------  -------
Limited Partnership  R. Douglas Keathley          Indirectly Owns   10.2%
 Interest            Vice President,              1,383.25 Units
                     Operations of Southwest
                     Royalties, Inc., the
                     Managing General Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

Limited Partnership  Paul L. Morris               Indirectly Owns   10.2%
 Interest            Director, of Southwest       1,383.25 Units
                     Royalties, Inc., the
                     Managing General Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

There  are no arrangements known to the Managing General Partner which  may
at a subsequent date result in a change of control of the Partnership.

Item 13.  Certain Relationships and Related Transactions

In 1998, the Managing General Partner received $98,400 as an administrative
fee.   This  amount  is  part  of the general and  administrative  expenses
incurred by the Partnership.

In  some  instances the Managing General Partner and certain  officers  and
employees  may  be working interest owners in an oil and  gas  property  in
which  the Partnership also has a working interest.  Certain properties  in
which  the Partnership has an interest are operated by the Managing General
Partner,  who  was paid approximately $143,700 for administrative  overhead
attributable to operating such properties during 1998.

Certain  subsidiaries or affiliates of the Managing General Partner perform
various  oilfield services for properties in which the Partnership owns  an
interest.  Such services aggregated approximately $3,800 for the year ended
December 31, 1998.

In  the  opinion  of  management, the terms of the  above  transaction  are
similar to ones with unaffiliated third parties.

<PAGE>
                                 Part IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

          (a)(1)  Financial Statements:

                  Included in Part II of this report --

                  Reports of Independent Accountants
                  Balance Sheets
                  Statements of Operations
                  Statement of Changes in Partners' Equity
                  Statements of Cash Flows
                  Notes to Financial Statements

                     (2)  Schedules required by Article 12 of Regulation S-
                  X  are either omitted because they are not applicable  or
                  because  the  required  information  is  shown   in   the
                  financial statements or the notes thereto.

                    (3)  Exhibits:

                                      4      (a)   Certificate  of  Limited
                          Partnership  of Southwest Oil & Gas  Income  Fund
                          VIII-A,   L.P.,   dated   November   30,    1987.
                          (Incorporated by reference from Partnership's S-1
                          Registration   Statement  File  Number   33-18847
                          effective March 31, 1988.)

                                            (b)    Agreement   of   Limited
                          Partnership  of Southwest Oil & Gas  Income  Fund
                          VIII-A,  L.P.  dated July 6, 1988.  (Incorporated
                          by reference from Partnership's Form 10-K for the
                          fiscal year ended December 31, 1988.)

                  27 Financial Data Schedule

          (b)     Reports on Form 8-K

                  There  were  no  reports filed on  Form  8-K  during  the
              quarter ended December 31, 1998.

<PAGE>
                                Signatures


Pursuant  to  the  requirements of Section 13 or 15(d)  of  the  Securities
Exchange  Act  of 1934, the Partnership has duly caused this report  to  be
signed on its behalf by the undersigned, thereunto duly authorized.


                          Southwest Oil & Gas Income Fund VIII-A, L.P., a
                          Delaware limited partnership


                                        By:    Southwest  Royalties,  Inc.,
                                 Managing
                                   General Partner


                          By:    /s/ H. H. Wommack, III
                                 -----------------------------
                                           H. H. Wommack, III, President


                          Date:  March 31, 1999


Pursuant  to the requirements of the Securities Exchange Act of 1934,  this
report  has  been signed below by the following persons on  behalf  of  the
Partnership and in the capacities and on the dates indicated.


By:    /s/ H. H. Wommack, III
       -----------------------------------
       H. H. Wommack, III, Chairman of the
       Board, President, Chief Executive
       Officer, Treasurer and Director


Date:  March 31, 1999


By:    /s/ H. Allen Corey
       -----------------------------
       H. Allen Corey, Secretary and
       Director


Date:  March 31, 1999

<PAGE>