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, 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
                 March 31, 1998 and December 31, 1997.                  3

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

PART II - Other Information                                          11 - 12





                                      2

<PAGE>

                                     PART I

                          Item 1. Financial Statements

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


                                                        March 31,   December 31,
                                                          1998          1997
ASSETS:                                                ----------    -----------


Equity in commodity futures trading account:
  Cash and cash equivalents                            $2,013,667     $2,088,122
  Net unrealized appreciation
   on open futures contracts                              130,597        105,253
  Zero Coupons, $6,297,000 and $6,720,000
   principal amount in 1998 and 1997,
   respectively, due November 15, 1998 at
   market value (amortized cost $6,064,184
   and $6,373,685 in 1998 and 1997,
   respectively)                                        6,086,366      6,404,564

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

                                                        8,230,630      8,597,939

Receivable from SB on sale of Zero Coupons                408,825        316,203
Interest receivable                                         6,805          7,301
                                                       __________     __________

                                                       $8,646,260     $8,921,443

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


LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:

  Accrued expenses:
    Commissions                                            20,093         20,452
    Management fees                                         4,635          4,777
    Other                                                  35,040         27,140
  Redemptions payable                                     540,488        417,546

                                                       ----------     ----------
                                                          600,256        469,915
                                                       ----------     ----------
Partners' Capital:

General Partner, 175 Unit                                 223,607        220,092
  equivalents outstanding in 1998 and 1997
Limited Partners, 6,122 and 6,545
  Units of Limited Partnership
  Interest outstanding in 1998 and 1997,
  respectively                                          7,822,397      8,231,436
                                                       ----------     ----------
                                                        8,046,004      8,451,528
                                                       ----------     ----------
                                                       $8,646,260     $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)



                                                       THREE MONTHS ENDED
                                                            MARCH 31,
                                                   -----------------------------
                                                       1998           1997
                                                   ------------   --------------
Income:
  Net gains on trading of commodity
   futures:
  Realized gains on closed positions               $     86,127    $    423,682
  Change in unrealized gains/losses
   on open positions                                     25,344         214,761
                                                   ____________    ____________

                                                        111,471         638,443
Less, brokerage commissions and clearing fees
  ($904 and $2,497, respectively)                       (61,266)       (130,120)
                                                   ____________    ____________

  Net realized and unrealized gains                      50,205         508,323
  Gain (loss) on sale of Zero Coupons                     1,464            (768)
  Unrealized depreciation
  on Zero Coupons                                        (8,697)        (80,175)
  Interest income                                       118,399         219,109
                                                   ____________    ____________

                                                        161,371         646,489
                                                   ____________    ____________


Expenses:
  Management fees                                        13,641          28,751
  Other                                                  12,766          15,795
  Incentive fees                                              -          92,755
                                                   ____________    ____________

                                                         26,407         137,301
                                                   ____________    ____________

  Net income                                            134,964         509,188
  Redemptions                                          (540,488)       (518,313)
                                                   ____________    ____________

  Net decrease in Partners' capital                    (405,524)         (9,125)

Partners' capital, beginning of period                8,451,528      15,925,812
                                                   ____________    ____________

Partners' capital, end of period                   $  8,046,004    $ 15,916,687
                                                   ------------    ------------

Net asset value per Unit
  (6,297 and 12,652 Units outstanding
  at March 31, 1998 and 1997, respectively)        $   1,277.75    $   1,258.04
                                                   ------------    ------------


Net income per Unit of Limited Partnership
  Interest and General Partner Unit equivalent     $      20.08    $      38.98
                                                   ------------    ------------


                                        4


<PAGE>



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

      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,  1998 and the  results of its  operations  for the three
months ended March 31, 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
                                March 31, 1998
                                 (Continued)

2. Net Asset Value Per Unit:

      Changes in net asset value per Unit for the three  months  ended March 31,
1998 and 1997 were as follows:

                                                THREE-MONTHS ENDED
                                                     MARCH 31,
                                               1998             1997

Net realized and unrealized
 gains                                      $    7.47         $   38.91
Realized and unrealized
 losses on Zero Coupons                         (1.26)            (6.19)
Interest income                                 17.80             16.77
Expenses                                        (3.93)           (10.51)
                                            ----------        ----------

Increase for period                             20.08             38.98

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

Net Asset Value per Unit,
  end of period                             $1,277.75         $1,258.04
                                            ==========        =========

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, 1998 and 1997 was $130,597 and $329,706, respectively, and
the average  fair value  during the three  months  then ended,  based on monthly
calculation, was $150,326 and $449,279, respectively.

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

                                      6

<PAGE>



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, 1998, the
notional or contractual amounts of the Partnership's  commitment to purchase and
sell these instruments was $13,707,298 and $11,937,939, respectively as detailed
below.  All of these  instruments  mature  within  one year of March  31,  1998.
However, due to the nature of the Partnership's business,  these instruments may
not be held to maturity.  At March 31, 1998, the fair value of the Partnership's
derivatives, including options thereon, was $130,597, as detailed below.

                                           MARCH 31, 1998
                                      NOTIONAL OR CONTRACTUAL
                                       AMOUNT OF COMMITMENTS
                                  TO PURCHASE     TO SELL             FAIR VALUE

Currencies:
- Exchange Traded contracts       $ 1,487,990      $ 1,581,463         $ 41,025
- OTC Contracts                     2,952,332        4,239,991           22,291
Energy                                285,600          122,448           17,647
Grains                                197,763           48,150           (2,513)
Interest Rates Non-U.S.             6,996,590        2,110,306           22,617
Interest Rates U.S.                   907,125        2,951,433           (3,055)
Metals                                304,220          407,210           23,713
Softs                                 140,555          104,483            2,136
Indices                               435,123          372,455            6,736
                                  ------------     ------------        --------

Total                             $13,707,298      $11,937,939         $130,597
                                  ============     ============        ========

      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,  and  the  fair  value  of  the  Partnership's
derivatives, including options thereon, was $329,706, as detailed below.

                                          MARCH 31, 1997
                                    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                 -          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                 -            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 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 three months ended March 31, 1998,  Partnership  capital decreased
4.8% from  $8,451,528  to  $8,046,004.  This  decrease was  attributable  to the
redemption  of 423 Units,  resulting in an outflow of $540,488  which was offset
with net income from  operations of $134,964 during the three months ended March
31,  1998.  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 1998,  the net asset value per
Unit  increased  1.6% from  $1,257.67  to  $1,277.75,  as  compared to the first
quarter  of 1997 in which  the net  asset  value per Unit  increased  3.2%.  The
Partnership  experienced a net trading gain before  commissions  and expenses in
the first quarter of 1998 of $111,471.  These gains were primarily  attributable
to the trading of commodity  futures in currencies,  energy products,  non- U.S.
interest  rates,  livestock and metals  contracts and were  partially  offset by
losses  realized  in  grains,  softs,  indices  and  U.S.  interest  rates.  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.

      Commodity futures markets are highly volatile.  Broad price

                                      9

<PAGE>



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  months  ended March 31, 1998  decreased by $99,496 as compared to the
corresponding period 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  months  ended March 31, 1998  decreased by $68,854 as compared to the
corresponding period 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 months ended March
31, 1998 decreased by $15,110 as compared to the corresponding period 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. 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, 1998.



                                      10

<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

                                      11

<PAGE>



        complaint  basically  alleged  that a common  understanding  arose among
        NASDAQ market makers which worked to keep quote spreads in NASDAQ stocks
        artificially  wide.  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 is pending.

        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  Sterns & Co.  Inc.  et al.) Has been
        stayed by agreement of the parties.

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

                                      12

<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:    5/15/98

       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:    5/15/98


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

Date:    5/15/98


                                      13

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