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 March 31, 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
                 March 31, 1997 and December 31, 1996.                  3

                 Statement of Income and Expenses and
                 Partners' Capital for the Three Months
                 ended March 31, 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

<PAGE>

                                     PART I

                          Item 1. Financial Statements


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

 
                                                        March 31,   December 31,
                                                          1997          1996
ASSETS                                                 -----------  ------------
                                                       (Unaudited)

Equity in commodity futures trading account:
  Cash and cash equivalents                            $ 4,449,477   $ 4,303,482
  Net unrealized appreciation
   on open futures contracts                               329,586       118,727
  Zero Coupons, $12,652,000 and $13,064,000
   principal amount in 1997 and 1996, respectively,
   due November 15, 1998 at market value
   (amortized cost $11,459,992 and $11,657,073,
   respectively)                                        11,446,770    11,724,026

  Commodity options owned, at market value                     120        31,136
   (cost  $1,500 and $39,587, respectively )
                                                       -----------   -----------

                                                        16,225,953    16,177,371

Receivable from SB on sale of Zero Coupons                 372,432       407,583
Interest receivable                                         15,503        14,197
                                                       ___________   ___________

                                                       $16,613,888   $16,599,151

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


LIABILITIES AND PARTNERS' CAPITAL


Liabilities:

 Accrued expenses:
  Commissions                                               42,946        40,458
  Management fees                                           10,033         9,450
  Incentive fees                                            92,755        25,715
  Other                                                     33,154        42,022
Commodity options written at                                               2,241
  market value (premiums received $5,410)
Redemptions payable                                        518,313       553,453
                                                       -----------   -----------

                                                           697,201       673,339
                                                       -----------   -----------
Partners' Capital:

General Partner, 175 Unit
  equivalents outstanding in 1997 and 
  1996, respectively                                       220,157       213,336
Limited Partners, 12,477 and 12,889
  Units of Limited Partnership
  Interest outstanding in 1997 and 1996,
  respectively                                          15,696,530    15,712,476
                                                       -----------   -----------

                                                        15,916,687    15,925,812
                                                       -----------   -----------

                                                       $16,613,888   $16,599,151
                                                       ===========   ===========
See Notes to Financial Statements 


                                      3

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



                                                       THREE MONTHS ENDED
                                                            MARCH 31,
                                                   ----------------------------
                                                        1997           1996
                                                   ------------    ------------
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions      $    423,682    $    (22,791)
  Change in unrealized gains/losses on open
   positions                                            214,761        (340,509)
                                                   ____________    ____________

                                                        638,443        (363,300)
Less, brokerage commissions and clearing fees
  ($2,497 and $3,649, respectively)                    (130,120)       (131,817)
                                                   ____________    ____________

  Net realized and unrealized gains                     508,323        (495,117)
  Gain (loss) on sale of Zero Coupons                      (768)          5,720
  Unrealized depreciation
  on Zero Coupons                                       (80,175)       (261,160)
  Interest income                                       219,109         243,859
                                                   ____________    ____________

                                                        646,489        (506,698)
                                                   ____________    ____________


Expenses:
  Management fees                                        28,751          28,485
  Other                                                  15,795          16,450
  Incentive fees                                         92,755
                                                   ____________    ____________

                                                        137,301          44,935
                                                   ____________    ____________

  Net income (loss)                                     509,188        (551,633)
  Redemptions                                          (518,313)     (1,292,223)
                                                   ____________    ____________

  Net increase (decrease) in Partners' capital           (9,125)     (1,843,856)

Partners' capital, beginning of period               15,925,812      18,373,110
                                                   ____________    ____________

Partners' capital, end of period                   $ 15,916,687    $ 16,529,254
                                                   ------------    ------------

Net asset value per Unit
  (12,652 and 14,531 Units outstanding
  at March 31, 1997 and 1996, respectively)        $   1,258.04    $   1,137.52
                                                   ------------    ------------


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent     $      38.98    ($     35.21)
                                                   ------------    ------------




                                      4

<PAGE>



                      F-1000 FUTURES FUND L.P., SERIES VIII
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 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 March 31,  1997 and the  results of its  operations  for the three
months ended March 31, 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

<PAGE>




                    F-1000 FUTURES FUND L.P., SERIES VIII
                        NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1997
                                 (Continued)

2. Net Asset Value Per Unit:

      Changes in net asset value per Unit for the three  months  ended March 31,
1997 and 1996 were as follows:

                                                    THREE-MONTHS ENDED
                                                         MARCH 31,
                                                    1997            1996

Net realized and unrealized
 gains (losses)                                $   38.91        $   (31.61)
Realized and unrealized
 gains (losses) on Zero Coupons                    (6.19)           (16.30)
Interest income                                    16.77             15.57
Expenses                                          (10.51)            (2.87)
                                               ----------        ----------

Increase (decrease) for
 period                                            38.98            (35.21)

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

Net Asset Value per Unit,
  end of period                                $1,258.04         $1,137.52
                                               ==========        =========

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 March 31, 1997 was  $329,706  and the average fair value during the
three months then ended, based on monthly calculation, was $449,279.

4.    Financial Instrument Risk:

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

                                      6

<PAGE>



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

<PAGE>



of the Partnership's  involvement in these  instruments.  At March 31, 1997, the
notional or contractual amounts of the Partnership's  commitment to purchase and
sell these instruments was $11,765,573 and $39,177,488, respectively as detailed
below.  All of these  instruments  mature  within  one year of March  31,  1997.
However, due to the nature of the Partnership's business,  these instruments may
not be held to maturity.  At March 31, 1997, the fair value of the Partnership's
derivatives, including options thereon, was $329,706, as detailed below.

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

Currencies:
- Exchange Traded contracts       $ 1,645,273       $ 4,437,273       $ (15,115)
- OTC Contracts                     1,591,614         1,886,297          (8,577)
Energy                                 84,210           349,569           1,998
Grains                              1,891,085                 0         176,675
Interest Rates Non-U.S.             1,734,721        20,346,782          45,052
Interest Rates U.S.                   707,774        10,091,052          79,634
Livestock                             439,130                 0           2,700
Metals                              2,021,923         1,202,732          26,727
Softs                                 687,265           175,405          12,891
Indices                               962,578           688,378           7,721
                                  ------------      ------------       --------

Totals                            $11,765,573       $39,177,488        $329,706
                                  ============      ============       ========




                                            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 first
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 three months ended March 31, 1997,  Partnership  capital decreased
0.1% from  $15,925,812 to  $15,916,687.  This decrease was  attributable  to the
redemption  of 412 Units,  resulting in an outflow of $518,313  which was offset
with net income from  operations of $509,188 during the three months ended March
31,  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  first quarter of 1997,  the net asset value per
Unit  increased  3.2% from  $1,219.06  to  $1,258.04,  as  compared to the first
quarter  of 1996 in which  the net  asset  value per Unit  decreased  3.0%.  The
Partnership  experienced a net trading gain before  commissions  and expenses in
the first  quarter  of 1997 of  $638,443.  These  gains were  recognized  in the
trading of commodity futures in currencies,  grains,  metals, softs, indices and
domestic interest rate products which were partially offset by losses recognized
in energies,  livestock and foreign  interest  rate  products.  The  Partnership
experienced  a net trading  loss before  commissions  and  expenses in the first
quarter of 1996 of $363,300.  These losses were  primarily  attributable  to the
trading of commodity futures in agricultural  products,  energy products,  stock
indices, interest rates, and precious metals contracts and were partially offset
by gains realized in foreign currency trading.

      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.

                                      9

<PAGE>



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.
These 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  months  ended March 31, 1997  decreased by $24,750 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  months  ended March 31, 1997  decreased  by $1,697 as compared to the
corresponding period 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 months ended March
31, 1997 increased by $266 as compared to the corresponding period 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 $92,755 were earned for the
three months ended March 31, 1997. There were no incentives earned for the three
months ended March 31, 1996.



                                      10

<PAGE>



                            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:    5/12/97

        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:    5/12/97


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

Date:    5/12/97


                                      12