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 September 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
                 September 30, 1998 and December 31,
                 1997.                                                 3

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

                 Notes to Financial Statements                       5 - 9

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


                                                      September 30, December 31,
                                                          1998          1997
ASSETS:                                               -----------    -----------
                                                      (Unaudited)

Equity in commodity futures trading account:
Cash and cash equivalents                              $1,849,050     $2,088,122
Net unrealized appreciation
on open futures contracts                                 305,287        105,253
Zero Coupons, $5,744,000 and $6,720,000
principal amount in 1998 and 1997,
respectively, due November 15, 1998
at market value (amortized cost
$5,705,694 and $6,373,685 in 1998 and 1997,
respectively)                                           5,712,638      6,404,564

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

                                                        7,866,975      8,597,939

Receivable from SSB on sale of Zero Coupons               174,011        316,203
Interest receivable                                         5,771          7,301
                                                       __________     __________

                                                       $8,046,757     $8,921,443

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


LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:

Accrued expenses:
Commissions                                            $   19,508     $   20,452
Management fees                                             4,498          4,777
Incentive fees                                              9,552              -
Other                                                      36,529         27,140
Redemptions payable                                       235,837        417,546

                                                       ----------     ----------
                                                          305,924        469,915
                                                       ----------     ----------
Partners' Capital:

General Partner, 175 Unit                                 235,837        220,092
equivalents outstanding in 1998 and 1997
Limited Partners, 5,569 and 6,545
Units of Limited Partnership
Interest outstanding in 1998
and 1997, respectively                                  7,504,996      8,231,436
                                                       ----------     ----------

                                                        7,740,833      8,451,528
                                                       ----------     ----------

                                                       $8,046,757     $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             NINE MONTHS ENDED
                                                              September 30,                 September 30,
                                                    ----------------------------    ----------------------------
                                                          1998           1997            1998          1997
<S>                                                        <C>           <C>             <C>            <C>   
Income:
Net gains (losses) on trading of commodity
futures:
Realized gains on closed positions                  $    299,008    $    221,930    $    277,836    $    594,228
Change in unrealized gains/losses on open
positions                                                285,725         (74,451)        200,034         (33,539)
                                                    ____________    ____________    ____________    ____________

                                                         584,733         147,479         477,870         560,689
Less, brokerage commissions and clearing fees
($885, $2,033, $2,808 and $6,691, respectively)          (56,716)        (90,042)       (172,056)       (341,161)
                                                    ____________    ____________    ____________    ____________

Net realized and unrealized gains                        528,017          57,437         305,814         219,528
Gain on sale of Zero Coupons                                 177          29,944           2,583          29,947
Unrealized depreciation
on Zero Coupons                                           (8,213)         (6,427)        (23,935)        (34,503)
Interest income                                          107,722         158,252         337,180         593,928
                                                    ____________    ____________    ____________    ____________

                                                         627,703         239,206         621,642         808,900
                                                    ____________    ____________    ____________    ____________


Expenses:
Management fees                                           12,548          19,637          38,023          75,367
Incentive fees                                             9,552          10,943           9,552         103,698
Other                                                     11,139          12,201          36,995          40,110
                                                    ____________    ____________    ____________    ____________

                                                          33,239          42,781          84,570         219,175
                                                    ____________    ____________    ____________    ____________

Net income                                               594,464         196,425         537,072         589,725
Redemptions                                             (235,837)     (6,849,694)     (1,247,767)     (7,730,182)
                                                    ____________    ____________    ____________    ____________

Net increase (decrease) in Partners' capital             358,627      (6,653,269)       (710,695)     (7,140,457)

Partners' capital, beginning of period                 7,382,206      15,438,624       8,451,528      15,925,812
                                                    ____________    ____________    ____________    ____________

Partners' capital, end of period                    $  7,740,833    $  8,785,355    $  7,740,833    $  8,785,355
                                                    ------------    ------------    ------------    ------------

Net asset value per Unit
(5,744 and 7,062 Units outstanding
at September 30, 1998 and 1997, respectively)       $   1,347.64    $   1,244.03    $   1,347.64    $   1,244.03
                                                    ------------    ------------    ------------    ------------


Net income (loss) per Unit of Limited Partnership
Interest and General Partner Unit equivalent        $     100.44    $      (4.85)   $      89.97    $      24.97
                                                    ------------    ------------    ------------    ------------
</TABLE>

                                        4

<PAGE>



                     F-1000 FUTURES FUND L.P., SERIES VIII
                         NOTES TO FINANCIAL STATEMENTS
                              September 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  nine years from
the date trading commenced ("Zero Coupons").  The Partnership  commenced trading
on August 18, 1992.

      The Partnership  will mature and dissolve on November 16, 1998, the day on
which the Zero Coupons mature.

       Smith Barney  Futures  Management  Inc. acts as the general  partner (the
"General  Partner") of the Partnership.  On September 1, 1998, the Partnership's
commodity  broker,  Smith  Barney  Inc.,  merged with  Salomon  Brothers Inc and
changed its name to Salomon  Smith Barney Inc.  ("SSB").  SSB is an affiliate of
the General Partner. The General Partner is wholly owned by Salomon Smith Barney
Holdings Inc.  ("SSBH"),  which is the sole owner of SSB. SSBH is a wholly owned
subsidiary of Travelers Group Inc. All trading  decisions are being made for the
Partnership by TrendLogic  Associates,  Inc. and Willowbridge  Associates,  Inc.
(collectively, the "Advisors"). (see Note 5)

      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 September 30, 1998 and the results of its  operations for the three
and nine months ended September 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
                              September 30, 1998
                                 (Continued)


2.    Net Asset Value Per Unit:

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


                                 THREE-MONTHS ENDED         NINE-MONTHS ENDED
                                    SEPTEMBER 30,              SEPTEMBER 30,
                                  1998        1997            1998        1997

Net realized and unrealized
gains (losses)                $   89.21    $  (19.76)    $   53.42    $   (8.22)
Realized and unrealized
gains (losses) on Zero
Coupons                           (1.36)        1.13         (3.40)       (0.88)
Interest income                   18.20        17.51         53.46        51.40
Expenses                          (5.61)       (3.73)*      (13.51)      (17.33)
                              ---------    ---------     ---------    ---------

Increase (decrease) for
period                           100.44        (4.85)*       89.97        24.97

Net Asset Value per Unit,
beginning of period            1,247.20     1,248.88      1,257.67     1,219.06
                              ---------    ---------     ---------    ---------

Net Asset Value per Unit,
end of period                 $1,347.64    $1,244.03     $1,347.64    $1,244.03
                              =========    =========     =========    =========


*  The amount shown per Unit for the three months ended  September 30, 1997 does
   not accord with net income as shown in the  Statement  of Income and Expenses
   for the three  months  ended  September  30,  1997  because  of the timing of
   redemptions of the Partnership's  Units in relation to the fluctuating values
   of the Partnership's commodity interests.

                                      6

<PAGE>



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  SSB  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 September 30, 1998 and December 31, 1997 was $305,287 and $105,253,
respectively,  and the average fair value during the nine and twelve months then
ended, based on monthly calculation, was $139,206 and $244,769, 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 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.


                                      7

<PAGE>



      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 SSB.

      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 of the  Partnership's
involvement  in these  instruments.  At  September  30,  1998,  the  notional or
contractual  amounts of the Partnership's  commitment to purchase and sell these
instruments was $19,015,446 and $3,009,982,  respectively as detailed below. All
of these instruments mature within one year of September 30, 1998. However,  due
to the nature of the Partnership's  business,  these instruments may not be held
to  maturity.  At  September  30,  1998,  the fair  value  of the  Partnership's
derivatives, including options thereon, was $305,287, as detailed below.

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

Currencies:
- Exchange Traded Contracts           $ 2,998,821    $   130,800    $    45,603
- OTC Contracts                         2,820,232      2,204,447         (1,929)
Energy                                    242,010              -         13,454
Grains                                          -         40,425             38
Interest Rates U.S.                     3,241,914              -        103,234
Interest Rates Non-U.S.                 9,360,658              -        141,363
Metals                                    157,160        276,112        (10,110)
Softs                                      77,644        112,598          3,315
Indices                                   117,007        245,600         10,319
                                      -----------    -----------    -----------

Totals                                $19,015,446    $ 3,009,982    $   305,287
                                      ===========    ===========    ===========



                                             8

<PAGE>




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

5.    Subsequent Event:

      On October 8, 1998, Travelers Group Inc. merged with Citicorp Inc. and
changed its name to Citigroup Inc.


                                            9

<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 third
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  nine  months  ended  September  30,  1998,  Partnership  capital
decreased 8.4% from $8,451,528 to $7,740,833.  This decrease was attributable to
the  redemption of 976 Units,  resulting in an outflow of  $1,247,767  which was
partially  offset by net income  from  operations  of  $537,072  during the nine
months ended September 30, 1998. .

      The Partnership  will mature and dissolve on November 16, 1998, the day on
which the Zero Coupons mature.



Results of Operations

      During the  Partnership's  third quarter of 1998,  the net asset value per
Unit  increased  8.1% from  $1,247.20  to  $1,347.64,  as  compared to the third
quarter  of 1997 in which  the net  asset  value per Unit  decreased  0.4%.  The
Partnership  experienced  a net trading gain before  brokerage  commissions  and
related  fees in the  third  quarter  of  1998 of  $584,733.  These  gains  were
primarily  attributable  to the  trading of  commodity  futures  in  currencies,
energy,  U.S. and non- U.S.  interest  rates,  livestock  and indices  partially
offset by losses in grains, metals and softs. The Partnership  experienced a net
trading  gain in the  third  quarter  of  1997 of  $147,479.  These  gains  were
recognized in the trading of  currencies,  energy  products,  non-U.S.  interest
rates, indices and metals and were partially offset by losses in grains,  softs,
livestock and U.S. interest rates.

      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

                                      10

<PAGE>



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 nine months  ended  September  30, 1998  decreased  by $50,530 and
$256,748, 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 fees for the three
and nine months ended  September  30, 1998  decreased  by $33,326 and  $169,105,
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 nine months ended
September 30, 1998 decreased by $7,089 and $37,344, 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 nine
months ended  September 30, 1998 resulted in incentive  fees of $9,552.  Trading
performance  for the three and nine months ended  September 30, 1997 resulted in
incentive fees of $10,943 and $103,698, respectively.


                                      11

<PAGE>



Item 3.     Quantitative and Qualitative Disclosures of Market Risk

      The  Partnership  is subject to SEC  Financial  Reporting  Release No. 48,
regarding  quantitative  and  qualitative  disclosures  of market  risk and will
comply with the  disclosure  and reporting  requirements  in its Form 10-K as of
December 31, 1998.



                                      12

<PAGE>



                           PART II OTHER INFORMATION


Item 1.     Legal Proceedings

            Between May 1994 and the present,  Salomon  Brothers  Inc.  ("SBI"),
            Smith Barney Inc.  ("SB") and The Robinson  Humphrey  Company,  Inc.
            ("R-H"), all currently subsidiaries of Salomon Smith Barney Holdings
            Inc.  ("SSBH"),  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

                                      13

<PAGE>



            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 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.) 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


                                      14

<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:   11/12/98

       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:   11/12/98


By
        Daniel A. Dantuono
        Chief Financial Officer and
        Director

Date:

                                     15


<PAGE>