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, 1998

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


<PAGE>



                     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, 1998 and December 31, 1997.                  3

                 Statement of Income and Expenses and
                 Partners' Capital for the three and
                 six months ended June 30, 1998 and 1997.              4

                 Notes to Financial Statements                       5 - 8

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

       Item 3.   Quantitative and Qualitative Disclosures
                 of Market Risk                                        11

PART II - Other Information                                         12 - 13





                                      2

<PAGE>


                                     PART I

                          Item 1. Financial Statements


                      F-1000 FUTURES FUND L.P., SERIES VIII
                        STATEMENT OF FINANCIAL CONDITION


                                                         June 30,   December 31,
                                                           1998         1997
                                                       ----------     ----------
ASSETS: 


Equity in commodity futures trading account:
  Cash and cash equivalents                            $1,718,634     $2,088,122
  Net unrealized appreciation
   on open futures contracts                               19,563        105,253
  Zero Coupons, $5,919,000 and $6,720,000
   principal  amount in 1998 and 1997,
   respectively,  due  November 15, 1998 at
   market value (amortized cost $5,788,659
   and $6,373,685 in 1998 and 1997,
   respectively)                                        5,803,816      6,404,564

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

                                                        7,542,013      8,597,939

Receivable from SB on sale of Zero Coupons                370,618        316,203
Interest receivable                                         5,448          7,301
                                                       ----------     ----------

                                                       $7,918,079     $8,921,443

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


LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:

 Accrued expenses:
  Commissions                                          $   16,599     $   20,452
  Management fees                                           3,805          4,777
  Other                                                    44,027         27,140
  Redemptions payable                                     471,442        417,546

                                                       ----------     ----------
                                                          535,873        469,915
                                                       ----------     ----------
Partners' Capital:

General Partner, 175 Unit                                 218,260        220,092
  equivalents outstanding in 1998 and 1997
Limited Partners, 5,744 and 6,545
  Units of Limited Partnership
  Interest outstanding in 1998 and 1997,
  respectively                                          7,163,946      8,231,436
                                                       ----------     ----------

                                                        7,382,206      8,451,528
                                                       ----------     ----------

                                                       $7,918,079     $8,921,443
                                                       ==========     ==========

See Notes to Financial Statements 
                                        3

<PAGE>


                      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,
                                                        ------------------------------------------------------------
                                                           1998             1997            1998            1997
                                                        ------------    ------------    ------------    ------------
<S>                                                           <C>            <C>              <C>             <C>    
Income:
  Net gains (losses) on trading of commodity futures:
  Realized gains (losses) on closed positions           $   (107,300)   $    (51,384)   $    (21,173)   $    372,298
  Change in unrealized gains/losses on open
   positions                                                (111,034)       (173,849)        (85,690)         40,912
                                                        ------------    ------------    ------------    ------------

                                                            (218,334)       (225,233)       (106,863)        413,210
Less, brokerage commissions and clearing fees
  ($1,019, $2,161, $1,923 and $4,658, respectively)          (54,074)       (120,999)       (115,340)       (251,119)
                                                        ------------    ------------    ------------    ------------

  Net realized and unrealized gains (losses)                (272,408)       (346,232)       (222,203)        162,091
  Gain on sale of Zero Coupons                                   942             771           2,406               3
  Unrealized appreciation (depreciation)
  on Zero Coupons                                             (7,025)         52,099         (15,722)        (28,076)
  Interest income                                            111,059         216,567         229,458         435,676
                                                        ------------    ------------    ------------    ------------

                                                            (167,432)        (76,795)         (6,061)        569,694
                                                        ------------    ------------    ------------    ------------


Expenses:
  Management fees                                             11,834          26,979          25,475          55,730
  Other                                                       13,090          12,114          25,856          27,909
  Incentive fees                                                   -               -               -          92,755
                                                        ------------    ------------    ------------    ------------

                                                              24,924          39,093          51,331         176,394
                                                        ------------    ------------    ------------    ------------

  Net income (loss)                                         (192,356)       (115,888)        (57,392)        393,300
  Redemptions                                               (471,442)       (362,175)     (1,011,930)       (880,488)
                                                        ------------    ------------    ------------    ------------

  Net decrease in Partners' capital                         (663,798)       (478,063)     (1,069,322)       (487,188)

Partners' capital, beginning of period                     8,046,004      15,916,687       8,451,528      15,925,812
                                                        ------------    ------------    ------------    ------------

Partners' capital, end of period                        $  7,382,206    $ 15,438,624    $  7,382,206    $ 15,438,624
                                                        ------------    ------------    ------------    ------------

Net asset value per Unit
  (5,919 and 12,362 Units outstanding
  at June 30, 1998 and 1997, respectively)              $   1,247.20    $   1,248.88    $   1,247.20    $   1,248.88
                                                        ------------    ------------    ------------    ------------


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent          $     (30.55)   $      (9.16)   $     (10.47)   $      29.82
                                                        ------------    ------------    ------------    ------------
</TABLE>

See Notes to Financial Statements.

                                        4

<PAGE>



                     F-1000 FUTURES FUND L.P., SERIES VIII
                         NOTES TO FINANCIAL STATEMENTS
                                 June 30, 1998
                                  (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 TrendLogic Associates, Inc., and
Willowbridge Associates,  Inc. (collectively,  the "Advisors").  On November 28,
1997,  Smith  Barney  Holdings  Inc. was merged with Salomon Inc to form Salomon
Smith Barney  Holdings  Inc.  ("SSBH"),  a wholly owned  subsidiary of Travelers
Group. SB is a wholly owned subsidiary of SSBH.

      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, 1998 and the results of its  operations  for the three and
six months ended June 30, 1998 and 1997. 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, 1997.

      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

<PAGE>



                    F-1000 FUTURES FUND L.P., SERIES VIII
                        NOTES TO FINANCIAL STATEMENTS
                                June 30, 1998
                                 (Continued)

2. Net Asset Value Per Unit:

      Changes  in net asset  value per Unit for the three and six  months  ended
June 30, 1998 and 1997 were as follows:

                                  THREE-MONTHS ENDED       SIX-MONTHS ENDED
                                       JUNE  30,                JUNE 30,
                                  1998         1997         1998         1997

Net realized and unrealized
 gains (losses)                $  (43.26)   $  (27.37)   $  (35.79)   $   11.54
Realized and unrealized
 gains (losses) on Zero
 Coupons                            (.96)        4.18        (2.04)       (2.01)
Interest income                    17.64        17.12        35.26        33.89
Expenses                           (3.97)       (3.09)       (7.90)       (3.60)
                               ---------    ---------    ---------    ---------

Increase (decrease) for
 period                           (30.55)       (9.16)      (10.47)       29.82

Net Asset Value per Unit,
 beginning of period            1,277.75     1,258.04     1,257.67     1,219.06
                               ---------    ---------    ---------    ---------

Net Asset Value per Unit,
 end of period                 $1,247.20    $1,248.88    $1,247.20    $1,248.88
                               =========    =========    =========    =========


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, 1998 and  December  31,  1997 was  $19,563  and  $105,253,
respectively,  and the average fair value during the six and twelve  months then
ended, based on monthly calculation, was $114,305 and $244,769, respectively.


                                      6

<PAGE>



4.    Financial Instrument Risk:

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

                                      7

<PAGE>



      The  notional  or  contractual  amounts  of these  instruments,  while not
recorded in the financial  statements,  reflect the extent of the  Partnership's
involvement in these instruments.  At June 30, 1998, the notional or contractual
amounts of the  Partnership's  commitment to purchase and sell these instruments
was $18,789,469 and  $13,140,497,  respectively as detailed below.  All of these
instruments mature within one year of June 30, 1998. However,  due to the nature
of the Partnership's business, these instruments may not be held to maturity. At
June 30,  1998,  the  fair  value of the  Partnership's  derivatives,  including
options thereon, was $19,563, as detailed below.

                                           JUNE 30, 1998
                                      NOTIONAL OR CONTRACTUAL
                                       AMOUNT OF COMMITMENTS
                                     TO PURCHASE     TO SELL         FAIR VALUE

Currencies:
- Exchange Traded contracts           $   500,218    $ 2,277,113    $    11,290
- OTC Contracts                         4,176,239      5,666,069        (43,547)
Energy                                    168,000        350,008         22,723
Grains                                    259,800         45,525         (9,600)
Interest Rates U.S.                     4,857,656              -         10,059
Interest Rates Non U.S.                 8,291,439      3,637,069         10,236
Livestock                                       -        113,500          3,650
Metals                                          -        582,910         (2,652)
Softs                                      57,008        172,623          4,718
Indices                                   479,109        295,680         12,686
                                      -----------    -----------    -----------

Totals                                $18,789,469    $13,140,497    $    19,563
                                      ===========    ===========    ===========

      At  December  31,  1997,  the  notional  or  contractual  amounts  of  the
Partnership's  commitment to purchase and sell these instruments was $21,529,467
and  $8,858,310,   respectively,   and  the  fair  value  of  the  Partnership's
derivatives, including options thereon, was $105,253, as detailed below.

                                       DECEMBER 31, 1997
                                    NOTIONAL OR CONTRACTUAL
                                      AMOUNT OF COMMITMENTS
                                   TO PURCHASE     TO SELL           FAIR VALUE

Currencies:
- Exchange Traded contracts           $   202,585    $ 1,829,465    $    17,345
- OTC Contracts                         3,702,679      4,624,068          1,395
Energy                                          -        182,630         17,385
Grains                                    577,300        121,450        (18,332)
Interest Rates U.S.                     6,535,568        353,531         11,956
Interest Rates Non U.S.                 9,072,755        760,257         42,805
Livestock                                       -         96,120          3,800
Metals                                    447,114        444,880         55,902
Softs                                     690,870        264,150        (33,857)
Indices                                   300,596        181,759          6,854
                                      -----------    -----------    -----------

Totals                                $21,529,467    $ 8,858,310    $   105,253
                                      ===========    ===========    ===========

                                             8

<PAGE>




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 1998.

      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,  1998,  Partnership  capital  decreased
12.7% from  $8,451,528  to  $7,382,206.  This decrease was  attributable  to the
redemption of 801 Units, resulting in an outflow of $1,011,930, coupled with net
a net loss from operations of $57,392 during the six months ended June 30, 1998.
Future  redemptions  can impact the amount of funds available for investments in
commodity contract positions in subsequent periods.

Operational Risk

      The General Partner  administers  the business of the Partnership  through
various  systems and processes  maintained by SSBH. SSBH has analyzed the impact
of the year 2000 on its systems and processes and  modifications  for compliance
are  proceeding  according to plan.  All  modifications  necessary for year 2000
compliance  are expected to be completed by the first  quarter of 1999.  In July
1998, SB participated  in successful  industry-wide  testing  coordinated by the
Securities  Industry  Association  and plans to participate in such tests in the
future.  The  purpose of  industry-wide  testing is to confirm  that  exchanges,
clearing organizations,  and other securities industry participants are prepared
for the year 2000.  The failure of vendors,  clients,  or  regulators to resolve
their  own Year  2000  compliance  issues  in a timely  manner  could  result in
material financial risk to the Partnership.

Results of Operations

      During the  Partnership's  second quarter of 1998, the net asset value per
Unit  decreased  2.4% from  $1,277.75  to  $1,247.20,  as compared to the second
quarter  of 1997 in which  the net  asset  value per Unit  decreased  0.7%.  The
Partnership experienced a net trading

                                      9

<PAGE>



loss before  commissions and expenses in the second quarter of 1998 of $218,334.
These losses were primarily  attributable to the trading of commodity futures in
currencies,  energy,  grains, U.S. and non U.S. interest rates, metals and softs
partially offset by gains in indices. The Partnership  experienced a net trading
loss in the second quarter of 1997 of $225,233.  These losses were recognized in
the trading of energies, grains, U.S. and non U.S. interest rates, livestock and
metals and were partially offset by gains in currencies, softs and indices.

      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 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, 1998 decreased by $105,508 and $206,218,
respectively,  compared to the  corresponding  periods in 1997,  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, 1998  decreased by $66,925 and $135,779,
respectively, as compared to the corresponding periods in 1997.

      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, 1998 decreased by $15,145 and $30,255, respectively, as compared to the
corresponding periods in 1997.

      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.  Trading  performance  for the three and six
months ended June 30, 1998 and 1997 resulted in incentive fees of $0, $0, $0 and
$92,755, respectively.

                                      10

<PAGE>



Item 3.     Quantitative and Qualitative Disclosures of Market Risk

      The  fund  is  subject  to  SEC  Financial   Reporting   Release  No.  48,
Quantitative and Qualitative Disclosures of Market Risk and will comply with the
disclosure and reporting requirements in its form 10K as of December 31, 1998.


                                      11

<PAGE>



                           PART II OTHER INFORMATION


Item 1.     Legal Proceedings

            Between May 1994 and the present,  Salomon Brothers Inc. ("SBI"), SB
            and The Robinson  Humphrey  Company,  Inc.  ("R- H"), all  currently
            subsidiaries of Salomon Smith Barney Holdings Inc. ("SSBHI"),  along
            with a number of other  broker-dealers,  were named as defendants in
            approximately   25  federal  court  lawsuits  and  two  state  court
            lawsuits,  principally  alleging that companies that make markets in
            securities  traded on NASDAQ violated the federal  antitrust laws by
            conspiring to maintain a minimum  spread of $.25 between the bid and
            asked price for certain  securities.  The federal  lawsuits  and one
            state court case were  consolidated  for  pre-trial  purposes in the
            Southern  District of New York in the fall of 1994 under the caption
            In re  NASDAQ  Market-Makers  Antitrust  Litigation,  United  States
            District Court, Southern District of New York No. 94-CIV-3996 (RWS);
            M.D.L.  No.  1023.  The other state court suit,  Lawrence A. Abel v.
            Merrill Lynch & Co., Inc. et al.;  Superior Court of San Diego, Case
            No. 677313, has been dismissed without prejudice in conjunction with
            a tolling agreement.

            In consolidated  action, the plaintiffs purport to represent a class
            of persons who bought one or more of what they currently estimate to
            be approximately  1,650 securities on NASDAQ between May 1, 1989 and
            May 27, 1994. They seek unspecified monetary damages, which would be
            trebled  under  the  antitrust   laws.  The  plaintiffs   also  seek
            injunctive  relief,  as well as attorney's fees and the costs of the
            action.  (The state cases seek similar  relief.)  Plaintiffs  in the
            consolidated  action filed an amended  consolidated  complaint  that
            defendants  answered in December  1995.  On November 26,  1996,  the
            Court certified a class composed of retail  purchasers.  A motion to
            include  institutional  investors  in the  class  and  to add  class
            representatives  was  granted.  In December  1997,  SBI, SB and R-H,
            along  with  several  other  broker-dealer  defendants,  executed  a
            settlement  agreement with the  plaintiffs.  This agreement has been
            preliminarily  approved by the U.S.  District Court for the Southern
            District of New York but is subject to final approval.

            On July 17,  1996,  the  Antitrust  Division  of the  Department  of
            Justice  filed a  complaint  against a number  of firms  that act as
            market makers in NASDAQ stocks. The complaint basically alleged that
            a common understanding arose among NASDAQ market makers which worked
            to keep quote spreads in NASDAQ stocks artificially wide.

                                      12

<PAGE>



            Contemporaneous with the filing of the complaint,  SBI, SB and other
            defendants entered into a stipulated settlement agreement,  pursuant
            to which  the  defendants  would  agree  not to  engage  in  certain
            practices  relating  to the quoting of NASDAQ  securities  and would
            further  agree to  implement  a program  to ensure  compliance  with
            federal  antitrust  laws and with the  terms of the  settlement.  In
            entering into the  stipulated  settlement,  SBI and SB did not admit
            any liability.  There are no fines,  penalties, or other payments of
            monies in connection  with the  settlement.  In April 1997, the U.S.
            District  Court for the Southern  District of New York  approved the
            settlement. In May 1997, plaintiffs in the related civil action (who
            were  permitted  to  intervene  for limited  purposes)  appealed the
            district court's  approval of the settlement.  The appeal was argued
            in March 1998 and was affirmed in August 1998.

            The Securities and Exchange  Commission ("SEC") is also conducting a
            review of the NASDAQ  marketplace,  during  which it has  subpoenaed
            documents and taken the testimony of various  individuals  including
            SBI and SB  personnel.  In July 1996,  the SEC reached a  settlement
            with the National  Association  of  Securities  Dealers and issued a
            report  detailing  certain  conclusions with respect to the NASD and
            the NASDAQ market.

            In December 1996, a complaint seeking  unspecified  monetary damages
            was filed by Orange County,  California  against numerous  brokerage
            firms,  including SB, in the U.S.  Bankruptcy  Court for the Central
            District of California.  Plaintiff alleged, among other things, that
            the  defendants   recommended  and  sold  to  plaintiff   unsuitable
            securities.  The case (County of Orange et al. v. Bear Stearns & Co.
            Inc. et al.) had been  subject to a stay by agreement of the parties
            which will expire on August 21, 1998.

Item 2.     Changes in Securities and Use of Proceeds - 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



                              

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<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:    8/14/98

       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:    8/14/98


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

Date:    8/14/98


                                      14