FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                (X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)

                    OF THE SECURITIES EXCHANGE ACT OF 1934

              OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)

                    OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended June 30, 1997

Commission File Number 0-21584

                      F-1000 FUTURES FUND L.P., SERIES VIII
             (Exact name of registrant as specified in its charter)


      New York                                  13-3653624
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                        Identification No.)


                    c/o Smith Barney Futures Management Inc.
                           390 Greenwich St. - 1st Fl.
                            New York, New York 10013
              (Address and Zip Code of principal executive offices)

                                 (212) 723-5424
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all 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


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                     F-1000 FUTURES FUND L.P., SERIES VIII
                                   FORM 10-Q
                                     INDEX

                                                                            Page
                                                                          Number



PART I - Financial Information:

       Item 1.   Financial Statements:

                 Statement of Financial Condition at
                 June 30, 1997 and December 31, 1996.                  3

                 Statement of Income and Expenses and
                 Partners' Capital for the three and
                 six months ended June 30, 1997 and
                 1996.                                                 4

                 Notes to Financial Statements                       5 - 8

       Item 2.   Management's Discussion and Analysis
                 of Financial Condition and Results of
                 Operations                                          9 - 10

PART II - Other Information                                            11





                                      2

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                                      3

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                      F-1000 FUTURES FUND L.P., SERIES VIII
             STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                       THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                                            June 30,                           June 30,
                                                                 ------------------------------     --------------------------------
                                                                     1997              1996            1997                1996
                                                                 ------------      ------------     ------------       -------------
<S>                                                                   <C>               <C>              <C>                <C>  

Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions                    ($    51,384)     $    540,963      $    372,298      $    518,172
  Change in unrealized gains/losses on open
   positions                                                         (173,849)         (101,759)           40,912          (442,268)
                                                                 ____________      ____________      ____________      ____________

                                                                     (225,233)          439,204           413,210            75,904
Less, brokerage commissions and clearing fees
  ($2,161, $3,240 and $4,658, $6,889 respectively)                   (120,999)         (127,644)         (251,119)         (259,461)
                                                                 ____________      ____________      ____________      ____________

  Net realized and unrealized gains (losses)                         (346,232)          311,560           162,091          (183,557)
  Gain (loss) on sale of Zero Coupons                                     771              (731)                3             4,989
  Unrealized appreciation (depreciation)
  on Zero Coupons                                                      52,099           (95,392)          (28,076)         (356,552)
  Interest income                                                     216,567           231,976           435,676           475,835
                                                                 ____________      ____________      ____________      ____________

                                                                      (76,795)          447,413           569,694           (59,285)
                                                                 ____________      ____________      ____________      ____________


Expenses:
  Management fees                                                      26,979            27,723            55,730            56,208
  Other                                                                12,114            15,174            27,909            31,624
  Incentive fees                                                            0             6,076            92,755             6,076
                                                                 ____________      ____________      ____________      ____________

                                                                       39,093            48,973           176,394            93,908
                                                                 ____________      ____________      ____________      ____________

  Net income (loss)                                                  (115,888)          398,440           393,300          (153,193)
  Redemptions                                                        (362,175)         (531,213)         (880,488)       (1,823,436)
                                                                 ____________      ____________      ____________      ____________

  Net decrease in Partners' capital                                  (478,063)         (132,773)         (487,188)       (1,976,629)

Partners' capital, beginning of period                             15,916,687        16,529,254        15,925,812        18,373,110
                                                                 ____________      ____________      ____________      ____________

Partners' capital, end of period                                 $ 15,438,624      $ 16,396,481      $ 15,438,624      $ 16,396,481
                                                                 ------------      ------------      ------------      ------------

Net asset value per Unit
  (12,362 and 14,075 Units outstanding
  at June 30, 1997 and 1996, respectively)                       $   1,248.88      $   1,164.94      $   1,248.88      $   1,164.94
                                                                 ------------      ------------      ------------      ------------


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent                   ($      9.16)     $      27.42      $      29.82      ($      7.79)
                                                                 ------------      ------------      ------------      ------------
</TABLE>


                                      4

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                     F-1000 FUTURES FUND L.P., SERIES VIII
                         NOTES TO FINANCIAL STATEMENTS
                                 June 30, 1997
                                  (Unaudited)

1. General:

      F-1000  Futures Fund L.P.,  Series VIII (the  "Partnership")  is a limited
partnership  organized  under the laws of the State of New York on  January  16,
1992  to  engage  in the  speculative  trading  of a  diversified  portfolio  of
commodity interests, including futures contracts, options and forward contracts.
The  commodity  interests  that are traded by the  Partnership  are volatile and
involve a high degree of market risk. The Partnership maintains a portion of its
assets  in  interest  payments  stripped  from  U.S.  Treasury  Bonds  under the
Treasury's  STRIPS program whose payments are due  approximately  six years from
the date trading commenced ("Zero Coupons").  The Partnership  commenced trading
on August 18, 1992.

        Smith Barney Futures  Management  Inc. acts as the general  partner (the
"General Partner") of the Partnership. Smith Barney Inc. ("SB"), an affiliate of
the General Partner,  acts as commodity broker for the Partnership.  All trading
decisions are being made for the Partnership by Chesapeake Capital  Corporation,
TrendLogic Associates,  Inc., and Willowbridge  Associates,  Inc. (collectively,
the "Advisors").

      The accompanying financial statements are unaudited but, in the opinion of
management,  include  all  adjustments  (consisting  only  of  normal  recurring
adjustments)  necessary for a fair presentation of the  Partnership's  financial
condition at June 30, 1997 and the results of its  operations  for the three and
six months ended June 30, 1997 and 1996. These financial  statements present the
results of interim periods and do not include all disclosures  normally provided
in annual financial statements.  It is suggested that these financial statements
be read in conjunction  with the financial  statements and notes included in the
Partnership's  annual report on Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 1996.

      Due to the nature of commodity trading,  the results of operations for the
interim  periods  presented  should not be considered  indicative of the results
that may be expected for the entire year.



                                      5

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                    F-1000 FUTURES FUND L.P., SERIES VIII
                        NOTES TO FINANCIAL STATEMENTS
                                June 30, 1997
                                 (Continued)

2. Net Asset Value Per Unit:

      Changes  in net asset  value per Unit for the three and six  months  ended
June 30, 1997 and 1996 were as follows:

                                 THREE-MONTHS ENDED         SIX-MONTHS ENDED
                                      JUNE 30,                  JUNE 30,
                                  1997        1996          1997        1996

Net realized and unrealized
 gains (losses)                $  (27.37)   $   21.45    $   11.54    $  (10.16)
Realized and unrealized
 gains (losses) on Zero
 Coupons                            4.18        (6.62)       (2.01)      (22.92)
Interest income                    17.12        15.96        33.89        31.53
Expenses                           (3.09)       (3.37)      (13.60)       (6.24)
                               ---------    ---------    ---------    ---------

Increase (decrease) for
 period                            (9.16)       27.42        29.82        (7.79)

Net Asset Value per Unit,
  beginning of period           1,258.04     1,137.52     1,219.06     1,172.73
                               ---------    ---------    ---------    ---------

Net Asset Value per Unit,
  end of period                $1,248.88    $1,164.94    $1,248.88    $1,164.94
                               =========    =========    =========    =========

3. Trading Activities:

      The  Partnership  was formed for the  purpose  of trading  contracts  in a
variety of commodity interests,  including derivative financial  instruments and
derivative  commodity  instruments.  The  results of the  Partnership's  trading
activity are shown in the statements of income and expenses.

      The  Customer   Agreement   between  the  Partnership  and  SB  gives  the
Partnership the legal right to net unrealized gains and losses.

      All of the  commodity  interests  owned  by the  Partnership  are held for
trading purposes. The fair value of these commodity interests, including options
thereon, at June 30, 1997 was $162,442 and the average fair value during the six
months then ended, based on monthly calculation, was $324,584.

4.    Financial Instrument Risk:

      The Partnership is party to financial  instruments with off- balance sheet
risk, including derivative financial instruments and

                                      6

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derivative commodity  instruments,  in the normal course of its business.  These
financial  instruments  include  forwards,  futures and options,  whose value is
based  upon an  underlying  asset,  index,  or  reference  rate,  and  generally
represent future  commitments to exchange  currencies or cash flows, to purchase
or sell other financial instruments at specific terms at specified future dates,
or,  in the  case of  derivative  commodity  instruments,  to have a  reasonable
possibility to be settled in cash or with another  financial  instrument.  These
instruments may be traded on an exchange or over-the-counter  ("OTC").  Exchange
traded  instruments  are  standardized  and include  futures and certain  option
contracts.  OTC contracts are negotiated between contracting parties and include
forwards and certain  options.  Each of these  instruments is subject to various
risks similar to those related to the underlying financial instruments including
market and credit risk. In general,  the risks associated with OTC contracts are
greater than those  associated with exchange traded  instruments  because of the
greater risk of default by the counterparty to an OTC contract.

      Market risk is the  potential  for  changes in the value of the  financial
instruments traded by the Partnership due to market changes,  including interest
and foreign  exchange rate movements and  fluctuations  in commodity or security
prices.  Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.

      Credit risk is the possibility that a loss may occur due to the failure of
a counterparty to perform according to the terms of a contract. Credit risk with
respect to exchange traded instruments is reduced to the extent that an exchange
or  clearing  organization  acts  as a  counterparty  to the  transactions.  The
Partnership's  risk of loss in the event of  counterparty  default is  typically
limited to the amounts  recognized in the  statement of financial  condition and
not  represented  by the contract or notional  amounts of the  instruments.  The
Partnership has concentration  risk because the sole counterparty or broker with
respect to the Partnership's assets is SB.

      The General Partner monitors and controls the Partnership's  risk exposure
on a daily  basis  through  financial,  credit  and risk  management  monitoring
systems  and,   accordingly  believes  that  it  has  effective  procedures  for
evaluating and limiting the credit and market risks to which the  Partnership is
subject.  These  monitoring  systems allow the General Partner to  statistically
analyze actual  trading  results with risk adjusted  performance  indicators and
correlation statistics. In addition,  on-line monitoring systems provide account
analysis  of  futures,   forwards  and  options  positions  by  sector,   margin
requirements, gain and loss transactions and collateral positions.

      The  notional  or  contractual  amounts  of these  instruments,  while not
recorded in the financial statements, reflect the extent

                                      7

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of the  Partnership's  involvement in these  instruments.  At June 30, 1997, the
notional or contractual amounts of the Partnership's  commitment to purchase and
sell these instruments was $33,242,401 and $15,014,140, respectively as detailed
below.  All of these  instruments  mature  within  one  year of June  30,  1997.
However, due to the nature of the Partnership's business,  these instruments may
not be held to maturity.  At June 30, 1997, the fair value of the  Partnership's
derivatives, including options thereon, was $162,442, as detailed below.

                                  NOTIONAL OR CONTRACTUAL
                                   AMOUNT OF COMMITMENTS
                                TO PURCHASE     TO SELL             FAIR VALUE

Currencies:
- Exchange Traded Contracts    $ 2,900,214       $ 6,648,099         $ 42,509
- OTC Contracts                    863,236         1,645,522            4,072
Energy                             313,930           246,352           (3,066)
Grains                                   0           679,512           18,180
Interest Rates Non-U.S.         20,567,010         3,916,750           20,645
Interest Rates U.S.              3,033,114                 0           26,084
Livestock                          511,700            62,860            8,300
Metals                           1,540,611         1,701,150           23,721
Softs                              857,998           113,895           20,281
Indices                          2,654,588                 0            1,716
                               ------------      ------------        --------

Totals                         $33,242,401       $15,014,140         $162,442
                               ============      ============        ========


5.    Subsequent Event:

      Chesapeake Capital Corporation was terminated as an Advisor effective July
31, 1997.



                                      8

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Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations.

Liquidity and Capital Resources

      The Partnership does not engage in the sale of goods or services. Its only
assets are its equity in its commodity  futures trading  account,  consisting of
cash  and  cash   equivalents,   Zero  Coupons,   net  unrealized   appreciation
(depreciation)  on open futures  contracts,  interest  receivable and receivable
from SB on the sale of Zero Coupons. Because of the low margin deposits normally
required in commodity  futures  trading,  relatively  small price  movements may
result in substantial losses to the Partnership.  While substantial losses could
lead to a decrease  in  liquidity,  no such  losses  occurred  during the second
quarter of 1997.

      The  Partnership's  capital  consists of the capital  contributions of the
partners as  increased  or  decreased  by gains or losses on  commodity  futures
trading and Zero Coupons,  expenses,  interest income,  redemptions of Units and
distributions of profits, if any.

      For the six months ended June 30, 1997, Partnership capital decreased 3.1%
from  $15,925,812  to  $15,438,624.   This  decrease  was  attributable  to  the
redemption  of 702 Units,  resulting in an outflow of $880,488  which was offset
with net income from operations of $393,300 during the six months ended June 30,
1997.  Future   redemptions  can  impact  the  amount  of  funds  available  for
investments in commodity contract positions in subsequent periods.

Results of Operations

      During the  Partnership's  second quarter of 1997, the net asset value per
Unit  decreased  0.7% from  $1,258.04  to  $1,248.88,  as compared to the second
quarter  of 1996 in which  the net  asset  value per Unit  increased  2.4%.  The
Partnership  experienced a net trading loss before  commissions  and expenses in
the second  quarter of 1997 of  $225,233.  These losses were  recognized  in the
trading of energies, grains, interest rate products, livestock and metals. These
losses were partially  offset by gains  recognized in the trading of currencies,
softs and  indices.  The  Partnership  experienced  a net  trading  gain  before
commissions and expenses in the second quarter of 1996 of $439,204.  These gains
were primarily  attributable to the trading of commodity futures in agricultural
products,  currencies,  energies,  stock indices and precious  metals  contracts
which were partially offset by losses realized in interest rate contracts.

      Commodity  futures markets are highly volatile.  Broad price  fluctuations
and rapid inflation increase the risks involved in commodity  trading,  but also
increase the possibility of profit. The profitability of the Partnership depends
on the existence of

                                      9

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major price trends and the ability of the Advisors to identify  correctly  those
price  trends.  Price trends are  influenced  by, among other  things,  changing
supply and demand relationships, weather, governmental, agricultural, commercial
and trade  programs and  policies,  national  and  international  political  and
economic  events and changes in interest rates. To the extent that market trends
exist and the Advisors are able to identify  them,  the  Partnership  expects to
increase capital through operations.

      Interest  income  on  75%  of  the  Partnership's   daily  average  equity
maintained in cash was earned on the monthly average 13-week U.S.  Treasury bill
yield.  Also included in interest  income is the  amortization of original issue
discount on the Zero Coupons based on the interest  method.  Interest income for
the three and six months  ended June 30, 1997  decreased by $15,409 and $40,159,
respectively,  as compared to the corresponding  periods in 1996, primarily as a
result of the effect of redemptions on the Partnership's Zero Coupons and equity
maintained in cash.

      Brokerage  commissions  are  calculated on the adjusted net asset value on
the last day of each month and, therefore, vary according to trading performance
and  redemptions.  Accordingly,  they  must  be  compared  in  relation  to  the
fluctuations in the monthly net asset values.  Commissions and clearing fees for
the three and six months  ended June 30,  1997  decreased  by $6,645 and $8,342,
respectively, as compared to the corresponding periods in 1996.

      All trading  decisions for the Partnership are currently being made by the
Advisors.  Management  fees are calculated as a percentage of the  Partnership's
net  asset  value  as of the  end of each  month  and are  affected  by  trading
performance and redemptions.  Management fees for the three and six months ended
June 30,  1997  decreased  by $744 and $478,  respectively,  as  compared to the
corresponding periods in 1996.

      Incentive  fees are  based on the new  trading  profits  generated  by the
Advisors as defined in the  advisory  agreements  between the  Partnership,  the
General Partner and each Advisor.  Incentives fees of $0 and $92,755 were earned
for the three and six months ended June 30, 1997.  Incentive fees of $6,076 were
earned in the second quarter of 1996 only.



                                      10

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                           PART II OTHER INFORMATION


Item 1.     Legal Proceedings - None

Item 2.     Changes in Securities - None

Item 3.     Defaults Upon Senior Securities - None

Item 4.     Submission of Matters to a Vote of Security Holders - None

Item 5.     Other Information - None

Item 6.     (a) Exhibits - None

            (b) Reports on Form 8-K - None









                                      11


<PAGE>


                                  SIGNATURES

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

F-1000 FUTURES FUND L.P., SERIES VIII


By:     Smith Barney Futures Management Inc.
        (General Partner)


By:     /s/ David J. Vogel, President
        David J. Vogel, President

Date:    8/13/97

        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
registrant and in the capacities and on the dates indicated.

By:     Smith Barney Futures Management Inc.
        (General Partner)


By:     /s/ David J. Vogel, President
        David J. Vogel, President


Date:    8/13/97


By      /s/ Daniel A. Dantuono
        Daniel A. Dantuono
        Chief Financial Officer and
        Director

Date:    8/13/97


                                      12

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