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, 1996

                                    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 42.  There is no
exhibit index.

PAGE
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                             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 . . . . . . . . . . . .20

 9.  Changes in and Disagreements with Accountants
     on Accounting and Financial Disclosure. . . . . . . . . . . . . . .34

                                 Part III

10.  Directors and Executive Officers of the Registrant. . . . . . . . .35

11.  Executive Compensation. . . . . . . . . . . . . . . . . . . . . . .38

12.  Security Ownership of Certain Beneficial Owners and
     Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . .38

13.  Certain Relationships and Related Transactions. . . . . . . . . . .40

                                  Part IV

14.  Exhibits, Financial Statement Schedules, and Reports
     on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . .41

     Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . .42

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                                  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 245 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.

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The recent strength in the price of crude oil reflects a continued growth in
demand for energy.  The worldwide demand for oil continues to grow.  The
United States dependence on foreign oil reached a record 51% in 1996.  The
supply of oil is not keeping up with the demand on either a domestic or
worldwide economic basis.  Oil production in the United States fell for the
fifth straight year, dropping 1.8% to 6.45 million barrels per day in 1996. 
At the same time, economic recovery in the world economy continues to apply
upward pressure on demand.  Current oil consumption of over 70 million
barrels per day is growing on an annual basis.  This is especially acute in
the lesser developed countries as they move toward industrialization.  Supply
and demand for oil has moved very close to being in balance.  The lack of
excess capacity in the oil markets has helped push oil prices into the mid-
20's during 1996.

For the last several years, the natural gas industry in the United States has
been affected generally by a surplus in available natural gas and enhanced
delivery capability causing a general deterioration in natural gas prices. 
In 1996, natural gas prices recovered significantly after having been
adversely affected for many years by the chronic oversupply.  A colder than
normal 1995 and 1996 winter for most of the nation and a cold start for the
1996 and 1997 heating season has increased demand, while supplies have
declined creating a guarded optimism within the industry in regards to the
1997 gas price.  January 1997's gas price is the highest the industry has
seen since deregulation in 1985.

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

                                  Oil          Gas

                    1996          85%          15%
                    1995          84%          16%
                    1994          80%          20%

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.

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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 1996:  Scurlock
Permian Corporation 50% and Mobil Corporation 19%.  Two purchasers accounted
for 66% of the Partnership's total oil and gas production during 1995:
Scurlock Permian Corporation and Mobil Corporation purchased 48% and 18%,
respectively.  Two purchasers accounted for 59% of the Partnership's total
oil and gas production during 1994:  Scurlock Permian Corporation and Mobil
Corporation purchased 41% and 18%, respectively.  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.

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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, 1996, there
were 245 individuals directly employed by the Managing General Partner in
various capacities.

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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, 1996, the Partnership possessed an interest in oil and gas
properties located in Eddy and Chaves Counties of New Mexico;  Borden, 
Crane, Crockett, Dawson, Garza, Glasscock, Hockley, Howard, Martin, Midland,
Nolan, Pecos, Reagan, Reeves, Runnels, Stonewall, Schleicher, Upton, Ward,
Winkler and Yoakum Counties of Texas;  These properties consist of various
interests in approximately 147 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 1996, 1995 and 1994.

Upon a determination by Management that they were either not profitable to
own or Management received an offer that exceeded the leases reserves, the
following leases were sold.

During 1996, one lease was sold for approximately $31,500.  The IRT was sold
effective June 1995.

During 1995, five leases were sold for approximately $84,500.  The XIT Unit
was sold effective March 1995, the Exxon Fee was sold effective July 1995 and
the Cunningham, Johnson and Bolin Wallis were sold effective November 1995.

During 1994, there were no properties sold.

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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        163,899        257,549
Ward and Reeves       to 50% working
Counties, Texas       interest


North American        3/89 at 50%         3        192,519           -   
Royalties             working
Yoakum County,        interest
Texas

Ramsey/Sell           3/89 at 11%         6        126,716         73,956
Acquisition           to 51%
Winkler County,       working
Texas                 interest


*The reserve estimates were prepared as of January 1, 1997, by Donald R.
Creamer, P.E., an independent registered petroleum engineer.  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 operation conditions, price and costs, as of the date
the estimation is made.  Prices may include consideration of changes in
existing price provided only by contractual arrangements, but not on
escalations based upon future conditions.
 
An oil price of $24.23 per barrel was used in the preparation of the reserve
report as of January 1, 1997.  The West Texas Intermediate posted price at
December 31, 1996 of $24.25 was used as the beginning basis for the oil
price.  Oil price adjustments from $24.25 per barrel were made in the
individual evaluations to allow for the average difference between recent
prices actually received (current prices) and the West Texas Intermediate
posted price on the sales date.  This effectively adjusts for temperature,
gravity, transportation and impurities on an individual property basis to
arrive at a fair value for the selling price.

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A gas price of $4.12 per mcf was used in the preparation of the reserve
report as of January 1, 1997.  The El Paso Permian Basin Index posted price
at December 31, 1996 of $3.59 was used as the beginning basis for the gas
price.  Gas price adjustments from $3.59 per mcf were made in the individual
evaluations to allow for the average difference between recent prices
actually received (current prices) and the El Paso Permian Basin Index posted
price on the sales date.  This effectively adjusts for temperature, gravity,
transportation and impurities on an individual property basis to arrive at a
fair value for the selling price.

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 1996.

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.

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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 1996 through the solicitation of proxies or otherwise.

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                                  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 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.   In 1995, 257
limited partner units were tendered to and purchased by the Managing General
Partner at an average base price of $128.62 per unit.  In 1994, 44 limited
partner units were tendered to and purchased by the Managing General Partner
at an average base price of $73.37 per unit.  

Number of Limited Partner Interest Holders
As of December 31, 1996, there were 630 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." 

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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.  During 1995, twelve monthly distributions were made totaling
$429,924, with $391,224 distributed to the limited partners and $38,700
distributed to the general partners. For the year ended December 31, 1995,
distributions of $28.77 per limited partner unit were made, based on 13,596
limited partner units outstanding.  During 1994, twelve monthly distributions
were made totaling $278,000, with $250,200 distributed to the limited
partners and $27,800 distributed to the general partners.  For the year ended
December 31, 1994, distributions of $18.40 per limited partner unit were
made, based on 13,596 limited partner units outstanding.  

Item 6.   Selected Financial Data

The following selected financial data for the years ended December 31, 1996,
1995, 1994, 1993 and 1992 should be read in conjunction with the financial
statements included in Item 8:

                                    Years ended December 31,
                     -----------------------------------------------------
                       1996       1995       1994       1993       1992
                       ----       ----       ----       ----       ----
Revenues           $ 1,791,219  1,511,905  1,332,582  1,567,894  2,241,436

Net income (loss)      554,215    259,472    111,820   (942,312)    55,643

Partners' share of
 net income (loss):

  General partners      67,821     41,647     29,582     35,298     61,979

  Limited partners     486,394    217,825     82,238   (977,610)    (6,336)

Limited partners'
 net income (loss)
  per unit               35.77      16.02       6.05     (71.90)      (.47)

Limited partners' 
 cash distributions
  per unit               42.03      28.77      18.40      39.87      67.08

Total assets       $ 1,682,520  1,762,282  1,935,208  2,099,330  3,636,600

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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 workovers
during the next two years to enhance production.  The Partnership may undergo
an increase later in 1997 and possibly in 1998.  Thereafter, the Partnership
could possibly experience a normal decline of 10% to 12% per year.

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Results of Operations

A.   General Comparison of the Years Ended December 31, 1996 and 1995 

The following table provides certain information regarding performance
factors for the years ended December 31, 1996 and 1995:

                                             Year Ended         Percentage
                                             December 31,        Increase
                                           1996       1995      (Decrease)
                                           ----       ----      ----------
Average price per barrel of oil       $     21.09      16.90       25%
Average price per mcf of gas          $      2.75       2.02       36%
Oil production in barrels                  72,200     75,400       (4%)
Gas production in mcf                      96,800    116,400      (17%)
Gross oil and gas revenue             $ 1,788,565  1,509,663       18%
Net oil and gas revenue               $   785,150    526,123       49%
Partnership distributions             $   633,712    429,924       47%
Limited partner distributions         $   571,412    391,224       46%
Per unit distribution to limited
 partners                             $     42.03      28.77       46%
Number of limited partner units            13,596     13,596

Revenues

The Partnership's oil and gas revenues increased to $1,788,565 from
$1,509,663 for the years ended December 31, 1996 and 1995, respectively, an
increase of 18%.  The principal factors affecting the comparison of the years
ended December 31, 1996 and 1995 are as follows:

1.  The average price for a barrel of oil received by the Partnership
    increased during the year ended December 31, 1996 as compared to the year
    ended December 31, 1995 by 25%, or $4.19 per barrel, resulting in an
    increase of approximately $315,900 in revenues.  Oil sales represented
    85% of total oil and gas sales during the year ended December 31, 1996 as
    compared to 84% during the year ended December 31, 1995.

    The average price for an mcf of gas received by the Partnership increased
    during the same period by 36%, or $.73 per mcf, resulting in an increase
    of approximately $85,000 in revenues.  

    The total increase in revenues due to the change in prices received from
    oil and gas production is approximately $400,900.  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.

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2.  Oil production decreased approximately 3,200 barrels or 4% during the
    year ended December 31, 1996 as compared to the year ended December 31,
    1995, resulting in a decrease of approximately $67,500 in revenues.

    Gas production decreased approximately 19,600 mcf or 17% during the same
    period, resulting in a decrease of approximately $53,900 in revenues.

    The total decrease in revenues due to the change in production is
    approximately $121,400.  The decrease is primarily a result of the sale
    of oil and gas properties.

Costs and Expenses

Total costs and expenses decreased to $1,237,004 from $1,252,433 for the
years ended December 31, 1996 and 1995, respectively, a decrease of 1%.  The
decrease is the result of lower general and administrative expense and
depletion expense, offset by an increase in lease operating costs.

1.  Lease operating costs and production taxes were 2% higher, or
    approximately $19,900 more during the year ended December 31, 1996 as
    compared to the year ended December 31, 1995.

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 2%
    or approximately $2,300 during the year ended December 31, 1996 as
    compared to the year ended December 31, 1995.

3.  Depletion expense decreased to $124,000 for the year ended December 31,
    1996 from $157,000 for the same period in 1995.  This represents a
    decrease of 21%.  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 decline in depletion expense between the
    comparative periods was the increase in the price of oil and gas used to
    determine the Partnership's reserves for January 1, 1997 as compared to
    1996.  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 decreased
    depletion expense approximately $30,000 as of December 31, 1995.

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B.  General Comparison of the Years Ended December 31, 1995 and 1994

The following table provides certain information regarding performance
factors for the years ended December 31, 1995 and 1994:

                                             Year Ended         Percentage
                                             December 31,        Increase
                                           1995       1994      (Decrease)
                                           ----       ----      ----------
Average price per barrel of oil       $     16.90      15.65        8%
Average price per mcf of gas          $      2.02       2.03        - 
Oil production in barrels                  75,400     68,200       11%
Gas production in mcf                     116,400    129,800      (10%)
Gross oil and gas revenue             $ 1,509,663  1,330,535       13%
Net oil and gas revenue               $   526,123    409,764       28%
Partnership distributions             $   429,924    278,000       55%
Limited partner distributions         $   391,224    250,200       56%
Per unit distribution to limited
 partners                             $     28.77      18.40       56%
Number of limited partner units            13,596     13,596

Revenues

The Partnership's oil and gas revenues increased to $1,509,663 from
$1,330,535 for the years ended December 31, 1995 and 1994, respectively, an
increase of 13%.  The principal factors affecting the comparison of the years
ended December 31, 1995 and 1994 are as follows:

1.   The average price for a barrel of oil received by the Partnership
     increased during the year ended December 31, 1995 as compared to the
     year ended December 31, 1994 by 8%, or $1.25 per barrel, resulting in an
     increase of approximately $85,300 in revenue.  Oil sales represented 84%
     of total oil and gas sales during the year ended December 31, 1995 as
     compared to 80% during the year ended December 31, 1994.

     The average price for an mcf of gas received by the Partnership
     decreased during the same period by less than 1%, resulting in a
     decrease of approximately $1,300 in revenue.  

     The net total increase in revenue due to the change in prices received
     from oil and gas production is approximately $84,000.  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>
<PAGE>
2.   Oil production increased approximately 7,200 barrels or 11% during the
     year ended December 31, 1995 as compared to the year ended December 31,
     1994, resulting in an increase of approximately $121,700 in revenue.

     Gas production decreased approximately 13,400 mcf or 10% during the same
     period, resulting in a decrease of approximately $27,100 in revenue.

     The net total increase in revenue due to the change in production is
     approximately $94,600.  The increase is a result of successful
     workovers.

Costs and Expenses

Total costs and expenses increased to $1,252,433 from $1,220,762 for the
years ended December 31, 1995 and 1994, respectively, an increase of 3%. The
increase is the result of an increase in production costs, offset by a
decrease in general and administrative expense and depletion.

1.   Lease operating costs and production taxes were 7% higher, or
     approximately $62,800 more during the year ended December 31, 1995 as
     compared to the year ended December 31, 1994.  The increase is a result
     of workover costs incurred in 1995.

2.   General and administrative costs consists of independent accounting and
     engineering fees, computer services, postage, and Managing General
     Partner personnel costs.  General and administrative costs decreased 4%
     or approximately $4,100 during the year ended December 31, 1995 as
     compared to the year ended December 31, 1994.

3.   Depletion expense decreased to $157,000 for the year ended December 31,
     1995 from $184,000 for the same period in 1994.  This represents a
     decrease of 15%.  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.  Although oil and gas
     revenues increased for the year ended December 31, 1995 as compared to
     the year ended December 31, 1994, the decrease in depletion expense is
     the result of the change in oil prices since 1994.

<PAGE>
<PAGE>
C.   Revenue and Distribution Comparison

Partnership net income for the years ended December 31, 1996, 1995 and 1994
was $554,215, $259,472 and $111,820, respectively.  Excluding the effects of
depreciation, depletion and amortization, net income for the years ended
December 31, 1996, 1995 and 1994 would have been $678,215, $416,472 and
$295,820, respectively.  Correspondingly, Partnership distributions for the
years ended December 31, 1996, 1995 and 1994 were $633,712, $429,924 and
$278,000, respectively.  These differences are indicative of the changes in
oil and gas prices, production and properties during 1996, 1995 and 1994.

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.  The sources for the 1995 distributions of $429,924 were oil
and gas operations of approximately $389,800 and property sales of
approximately $88,500, offset by additions to oil and gas properties of
approximately $47,400, resulting in excess cash for contingencies or
subsequent distributions.  The sources for the 1994 distributions of $278,000
were oil and gas operations of approximately $301,200, offset by additions to
oil and gas properties of approximately $1,700, resulting in excess cash for
contingencies or subsequent distributions.    

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.  Total distributions during the year ended December
31, 1995 were $429,924 of which $391,224 was distributed to the limited
partners and $38,700 to the general partners.  The per unit distribution to
limited partners during the same period was $28.77.  Total distributions
during the year ended December 31, 1994 were $278,000 of which $250,200 was
distributed to the limited partners and $27,800 to the general partners.  The
per unit distribution to limited partners during the same period was $18.40. 

Since inception of the Partnership, cumulative monthly cash distributions of
$6,210,651 have been made to the partners.  As of December 31, 1996,
$5,629,230 or $414.04 per limited partner unit, has been distributed to the
limited partners, representing an 83% return of the capital contributed.

<PAGE>
<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 $594,900 in
1996, compared to approximately $389,800 in 1995 and approximately $301,200
in 1994.  The primary source of the 1996 cash flow from operating activities
was profitable operations.

Cash flows provided by or (used in) investing activities were approximately
$56,600 in 1996, compared to approximately $41,100 in 1995 and approximately
($1,700) in 1994.  The principal source of the 1996 cash flow from investing
activities was the sale of oil and gas properties, offset by additions to oil
and gas properties.

Cash flows used in financing activities were approximately $634,000 in 1996,
compared to approximately $429,600 in 1995 and approximately $278,000 in
1994.  The only use in financing activities was the distributions to
partners.

As of December 31, 1996, the Partnership had approximately $283,000 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.

<PAGE>
<PAGE>
Item 8.   Financial Statements and Supplementary Data

                       Index to Financial Statements

                                                                       Page

Report of Independent Accountants. . . . . . . . . . . . . . . . . . . .21

Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22

Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . .23

Statement of Changes in Partners' Equity . . . . . . . . . . . . . . . .24

Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . .25

Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . .27

<PAGE>
<PAGE>








                     REPORT OF INDEPENDENT ACCOUNTANTS


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

We have audited the accompanying balance sheets of Southwest Oil & Gas Income
Fund VIII-A, L.P. as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' equity and cash flows for each
of the three years in the period 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 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, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the period 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>
<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)
                              Balance Sheets
                        December 31, 1996 and 1995


                                                       1996        1995
                                                       ----        ----

  Assets

Current assets:
 Cash and cash equivalents                         $    55,844      38,356
 Receivable from Managing General
  Partner                                              227,459     147,157
                                                     ---------   ---------
      Total current assets                             283,303     185,513
                                                     ---------   ---------

Oil and gas properties - using the 
 full-cost method of accounting                      5,448,326   5,501,878
  Less accumulated depreciation,
   depletion and amortization                        4,049,109   3,925,109
                                                     ---------   ---------
      Net oil and gas properties                     1,399,217   1,576,769
                                                     ---------   ---------
                                                   $ 1,682,520   1,762,282
                                                     =========   =========

  Liabilities and Partners' Equity

Current liability - Distribution payable           $       271         536
                                                     ---------   ---------
Partners' equity -
 General partners                                       24,464      18,943
 Limited partners                                    1,657,785   1,742,803
                                                     ---------   ---------
      Total partners' equity                         1,682,249   1,761,746
                                                     ---------   ---------
                                                   $ 1,682,520   1,762,282
                                                     =========   =========









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

<PAGE>
<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)
                         Statements of Operations
               Years ended December 31, 1996, 1995 and 1994


                                           1996        1995        1994
                                           ----        ----        ----

    Revenues

Oil and gas revenue                   $  1,788,565   1,509,663   1,330,535
Interest                                     2,654       2,242       2,047
                                         ---------   ---------   ---------
                                         1,791,219   1,511,905   1,332,582
                                         ---------   ---------   ---------
    Expenses

Production                               1,003,415     983,540     920,771
General and administrative                 109,589     111,893     115,991
Depreciation, depletion and
 amortization                              124,000     157,000     184,000
                                         ---------   ---------   ---------
                                         1,237,004   1,252,433   1,220,762
                                         ---------   ---------   ---------
Net income                            $    554,215     259,472     111,820
                                         =========   =========   =========
Net income allocated to:

  Managing General Partner            $     61,039      37,482      26,624
                                         =========   =========   =========
  General Partner                     $      6,782       4,165       2,958
                                         =========   =========   =========
  Limited partners                    $    486,394     217,825      82,238
                                         =========   =========   =========
    Per limited partner unit          $      35.77       16.02        6.05
                                         =========   =========   =========













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

<PAGE>
<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)
                 Statement of Changes in Partners' Equity
               Years ended December 31, 1996, 1995 and 1994


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

                                                 
Balance at December 31, 1993            $  14,214    2,084,164   2,098,378

  Net income                               29,582       82,238     111,820

  Distributions                           (27,800)    (250,200)   (278,000)
                                          -------    ---------   ---------
Balance at December 31, 1994               15,996    1,916,202   1,932,198

  Net income                               41,647      217,825     259,472

  Distributions                           (38,700)    (391,224)   (429,924)
                                          -------    ---------   ---------
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
                                          =======    =========   =========



















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

<PAGE>
<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)
                         Statements of Cash Flows
               Years ended December 31, 1996, 1995 and 1994


                                           1996        1995        1994
                                           ----        ----        ----

Cash flows from operating
 activities:

  Cash received from oil and
   gas sales                          $  1,692,414   1,488,831   1,343,043
  Cash paid to suppliers                (1,100,155) (1,101,276) (1,043,861)
  Interest received                          2,654       2,242       2,047
                                        ----------  ----------  ----------
    Net cash provided by operating
     activities                            594,913     389,797     301,229
                                        ----------  ----------  ----------
Cash flows from investing
 activities:

  Additions to oil and gas
   properties                              (14,460)    (47,449)     (1,737)
  Sale of oil and gas properties            71,012      88,523        -   
                                        ----------  ----------  ----------
    Net cash provided by (used in) 
     investing activities                   56,552      41,074      (1,737)
                                        ----------  ----------  ----------
Cash flows used in financing
 activities:

  Distributions to partners               (633,977)   (429,630)   (278,045)
                                        ----------  ----------  ----------
Net increase in cash and cash 
 equivalents                                17,488       1,241      21,447

  Beginning of year                         38,356      37,115      15,668
                                        ----------  ----------  ----------
  End of year                         $     55,844      38,356      37,115
                                        ==========  ==========  ==========

                                                                (continued)






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

<PAGE>
<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)
                    Statements of Cash Flows, continued
               Years ended December 31, 1996, 1995 and 1994


                                                 1996      1995     1994
                                                 ----      ----     ----

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

Net income (loss)                           $  554,215   259,472   111,820

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

  Depreciation, depletion and
   amortization                                124,000   157,000   184,000
  (Increase) decrease in receivables           (96,151)  (20,873)   12,508
  Increase (decrease) in payables               12,849    (5,802)   (7,099)
                                               -------   -------   -------
Net cash provided by operating
 activities                                 $  549,913   389,797   301,229
                                               =======   =======   =======

Supplemental schedule of noncash 
 investing and financing activities:

  Sale of oil and gas property
   included in receivable from
    Managing General Partner                $      -       3,000      -   

















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

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

                       Notes to Financial Statements


1.   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, 1996, 1995 and 1994, 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>
<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)

                       Notes to Financial Statements


     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, 1996, 1995 and 1994,
     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, 1996 and 1995 is
     $231,231 and $203,903, 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, 1996, 1995 and 1994, there were 13,596 limited
     partner units outstanding.

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

                       Notes to Financial Statements


2.   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>
<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)

                       Notes to Financial Statements


3.   Oil and Gas Properties
     Costs incurred in connection with the Partnership's oil and gas
     producing activities for the years ended December 31, 1996, 1995 and
     1994 are as follows:

                                                1996      1995      1994
                                                ----      ----      ----

     Development costs                      $   14,460    47,449     1,737
                                               =======   =======   =======
     Depreciation, depletion and
      amortization                          $  124,000   157,000   184,000
                                               =======   =======   =======

     All of the Partnership's properties were proved when acquired.

4.   Commitments and Contingent Liabilities
     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, 1996, 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>
<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
     $144,000, $130,000 and $133,000 for the years ended December 31, 1996,
     1995 and 1994, 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 of the Managing General Partner perform various oil
     field services for properties in which the Partnership owns an interest. 
     Such services aggregated approximately $22,000, $26,000 and $31,000 for
     the years ended December 31, 1996, 1995 and 1994, 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 1996, 1995 and 1994 as an administrative fee for indirect
     general and administrative overhead expenses.

     Receivables from Southwest Royalties, Inc., the Managing General
     Partner, of approximately $227,459 and $147,157 are from oil and gas
     production, net of lease operating costs and production taxes, as of
     December 31, 1996 and 1995, 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 approximating $100 for the year ended December 31, 1996. 
     There were no legal services provided for the year ended December 31,
     1995 and approximately $200 for the year ended December 31, 1994.

6.   Major Customers and Significant Leases 
     During 1996, two customers purchased 50% and 19% of the Partnership's
     oil and gas productions.  During 1995, two customers purchased 48% and
     18% of the Partnership's oil and gas production.  During 1994, two
     customers purchased 41% and 18% of the Partnership's oil and gas
     production.

     During 1996, no one lease accounted for more than 15% of the
     Partnership's gross revenues.

<PAGE>
<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, 1994                                438,000       908,000

       Revisions of previous estimates               303,000       145,000
       Production                                    (68,000)     (130,000)
                                                     -------     ---------
     December 31, 1994                               673,000       923,000

       Revisions of previous estimates               100,000       269,000
       Production                                    (75,000)     (116,000)
       Sale of minerals in place                     (13,000)       (5,000)
                                                     -------     ---------
     December 31, 1995                               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
                                                     =======     =========

     Proved developed reserves - 

     December 31, 1994                               585,000       832,000
                                                     =======     =========
     December 31, 1995                               620,000       973,000
                                                     =======     =========
     December 31, 1996                               754,000       988,000
                                                     =======     =========

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

<PAGE>
<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, 1996, 1995 and 1994 is
     presented below:

                                           1996        1995       1994

     Future cash inflows             $  24,209,000  15,195,000  12,860,000
     Production and development 
      costs                             13,068,000   8,901,000   7,108,000
                                        ----------  ----------  ----------
     Future net cash flows              11,141,000   6,294,000   5,752,000
     10% annual discount for
      estimated timing of cash 
       flows                             4,214,000   2,397,000   2,242,000
                                        ----------  ----------  ----------
     Standardized measure of
      discounted future net cash
       flows                         $   6,927,000   3,897,000   3,510,000
                                        ==========  ==========  ==========

     The principal sources of change in the standardized measure of
     discounted future net cash flows for the years ended December 31, 1996,
     1995 and 1994 are as follows:

                                             1996       1995        1994

     Sales of oil and gas produced,
      net of production costs           $ (1,220,000)  (881,000)  (683,000)
     Changes in price                      3,329,000    772,000    961,000
     Revisions to estimated 
      production costs                       112,000   (754,000)   256,000
     Sales of minerals in place                  -      (36,000)       -  
     Revisions of previous 
      quantities estimates                   208,000    929,000    785,000
     Accretion of discount                   601,000    357,000    231,000
     Discounted future net 
      cash flows -
       Beginning of year                   3,897,000  3,510,000  1,960,000
                                          ----------  ---------  ---------
       End of year                      $  6,927,000  3,897,000  3,510,000
                                          ==========  =========  =========

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

          None.

<PAGE>
<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          41          Chairman of the Board, President,
                                        Chief Executive Officer, Treasurer
                                        and Director

H. Allen Corey              41          Secretary and Director

Bill E. Coggin              42          Vice President and Chief Financial
                                        Officer

Richard E. Masterson        43          Vice President, Exploration and
                                        Acquisitions

Jon P. Tate                 39          Vice President, Land and Assistant
                                        Secretary

Joel D. Talley              35          Vice President, Acquisitions and
                                        Exploitation Manager

R. Douglas Keathley         41          Vice President, Operations

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>
<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.

Richard E. Masterson, Vice President, Exploration and Acquisitions, first
became associated with the Managing General Partner as a geological
consultant in 1985.  He was employed as a petroleum geologist by Grand Banks
Energy (1980-1985),  Monsanto (1977-1980) and Texaco, Inc. (1974-1976) prior
to joining the Managing General Partner.  Mr. Masterson is a member of the
Society of Economic Paleontologists and Mineralogists and the West Texas
Geological Society.  Mr. Masterson received his B.A. degree in Geology from
Trinity 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.

Joel D. Talley, Vice President, Acquisitions and Exploitation Manager,
assumed his responsibilities with the Managing General Partner on July 15,
1996.  Prior to joining the Managing General Partner, Mr. Talley was employed
for four (4) years by Merit Energy Company as Acquisitions Manager and then
as Region Manager over West Texas, New Mexico and Wyoming (1992-1996) and
eight (8) years by ARCO Oil & Gas Company in various engineering positions
(1984-1992).  Mr. Talley received his B.S. in Mechanical Engineering in 1984
from Texas A&M 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.

<PAGE>
<PAGE>
Key Employees

Accounting and Administrative Officer - Debbie A. Brock, age 44, 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 47, 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 30, 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 55, 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 40, 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.

Vice President, Marketing - Steve J. Person, age 38, joined the Managing
General Partner 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.

<PAGE>
<PAGE>
Investor Relations Manager - Sandra K. Flournoy, age 50, 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 1996, 1995 and 1994 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 744 limited partner units, a 5.5% limited
partner interest.  The Managing General Partner total percentage interest
ownership in the Partnership is 13.9%.

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>
<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     5.5%
 Interest            Managing General Partner     744 Units
                     407 N. Big Spring Street
                     Midland, TX  79701

Limited Partnership  H. H. Wommack, III           Indirectly Owns   5.5%
 Interest            Chairman of the Board,       744 Units
                     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   5.5%
 Interest            Secretary and Director of    744 Units
                     Southwest Royalties, Inc.,
                     the Managing General
                     Partner
                     633 Chestnut Street
                     Chattanooga, TN  37450-1800

Limited Partnership  Bill E. Coggin               Indirectly Owns   5.5%
 Interest            Vice President and CFO of    744 Units
                     Southwest Royalties, Inc.,
                     the Managing General
                     Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

Limited Partnership  Richard E. Masterson         Indirectly Owns   5.5%
 Interest            Vice President, Exploration  744 Units
                     and Acquisitions of
                     Southwest Royalties, Inc.,
                     the Managing General
                     Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

Limited Partnership  Jon P. Tate                  Indirectly Owns   5.5%
 Interest            Vice President, Land and     744 Units
                     Assistant Secretary of
                     Southwest Royalties, Inc.,
                     the Managing General
                     Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

<PAGE>
<PAGE>
                                                    Amount and
                                                    Nature of      Percent
                         Name and Address of        Beneficial       of
  Title of Class          Beneficial Owner          Ownership       Class
-------------------  ---------------------------  ---------------  -------
Limited Partnership  Joel D. Talley               Indirectly Owns  5.5%
 Interest            Vice President, Acquisitions 744 Units
                     and Exploitation Manager of
                     Southwest Royalties, Inc.,
                     the Managing General Partner
                     407 N. Big Spring Street
                     Midland, TX  79701

Limited Partnership  R. Douglas Keathley          Indirectly Owns  5.5%
 Interest            Vice President,              744 Units
                     Operations of Southwest
                     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 1996, 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 $144,000 for administrative overhead attributable to
operating such properties during 1996.

Certain subsidiaries of the Managing General Partner perform various oilfield
services for properties in which the Partnership owns an interest.  Such
services aggregated approximately $22,000 for the year ended December 31,
1996.

The law firm of Miller & Martin, of which H. Allen Corey, an officer and
director of the Managing General Partner, is a partner, is counsel to the
Partnership.  Legal services rendered by Miller & Martin to the Partnership
during 1996 were approximately $100 which constitutes an immaterial portion
of that firm's business.  Subsequent to December 31, 1996, the counsel to the
Partnership, H. Allen Corey, became a partner in the law firm Baker,
Donelson, Bearman & Caldwell.

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

<PAGE>
<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 --

                  Report 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, 1996.

<PAGE>
<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 26, 1997


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 26, 1997


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


Date:  March 26, 1997

<PAGE>