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, 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


<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, 1997 and December 31,
                 1996.                                                  3

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

                 Notes to Financial Statements                        5 - 8

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

PART II - Other Information                                             11





                                      2

<PAGE>

                                     PART I

                          Item 1. Financial Statements


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


                                                      September 30, December 31,
                                                          1997          1996
                        ASSETS:                      -------------  ------------
                                                      (Unaudited)

Equity in commodity futures trading account:
  Cash and cash equivalents                            $ 2,212,931   $ 4,303,482
  Net unrealized appreciation
   on open futures contracts                                79,906       118,727
  Zero Coupons, $7,062,000 and $13,064,000
   principal amount in 1997 and 1996,
   respectively, due November 15, 1998
   at market value (amortized cost $6,595,731
   and $11,657,073 in 1997 and 1996, respectively)       6,628,181    11,724,026
  Commodity options owned, at market value
   (cost $39,587 in 1996)                                        0        31,136

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

                                                         8,921,018    16,177,371

Receivable from SB on sale of Zero Coupons                 244,120       407,583
Interest receivable                                          7,032        14,197
                                                       ___________   ___________

                                                       $ 9,172,170   $16,599,151

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


           LIABILITIES AND PARTNERS' CAPITAL:


Liabilities:

 Accrued expenses:
  Commissions                                               20,484        40,458
  Management fees                                            4,786         9,450
  Incentive fees                                                 0        25,715
  Other                                                     38,097        42,022
  Redemptions payable                                      323,448       553,453
Commodity options written
  at market value (premiums received
  $5,410 in 1996)                                                          2,241
                                                       -----------   -----------

                                                           386,815       673,339
                                                       -----------   -----------
Partners' Capital:

General Partner, 175 Unit                                  217,706       213,336
  equivalents outstanding in 1997 and 1996
Limited Partners, 6,887 and 12,889
  Units of Limited Partnership
  Interest outstanding in 1997 and 1996,             
   respectively                                          8,567,649    15,712,476
                                                       -----------   -----------
                                                                                
                                                         8,785,355    15,925,812
                                                       -----------   -----------
                                                                                
                                                       $ 9,172,170   $16,599,151
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,
                                                                -------------------------------     --------------------------------
                                                                     1997             1996              1997                1996
                                                                -------------     -------------     ------------      --------------
<S>                                                                   <C>              <C>               <C>                <C>     
Income:
  Net gains (losses) on trading of commodity
   futures:
  Realized gains (losses) on closed positions                    $    221,930      $   (387,437)     $    594,228      $    130,735
  Change in unrealized gains/losses on open
   positions                                                          (74,451)          268,234           (33,539)         (174,034)
                                                                 ____________      ____________      ____________      ____________

                                                                      147,479          (119,203)          560,689           (43,299)
Less, brokerage commissions and clearing fees
  ($2,033, $3,293 and $6,691, $10,182 respectively)                   (90,042)         (116,914)         (341,161)         (376,375)
                                                                 ____________      ____________      ____________      ____________

  Net realized and unrealized gains (losses)                           57,437          (236,117)          219,528          (419,674)
  Gain on sale of Zero Coupons                                         29,944               138            29,947             5,127
  Unrealized appreciation (depreciation)
  on Zero Coupons                                                      (6,427)           17,518           (34,503)         (339,034)
  Interest income                                                     158,252           225,988           593,928           701,823
                                                                 ____________      ____________      ____________      ____________

                                                                      239,206             7,527           808,900           (51,758)
                                                                 ____________      ____________      ____________      ____________


Expenses:
  Management fees                                                      19,637            25,232            75,367            81,440
  Other                                                                12,201            15,956            40,110            47,580
  Incentive fees                                                       10,943                --           103,698             6,076
                                                                 ____________      ____________      ____________      ____________

                                                                       42,781            41,188           219,175           135,096
                                                                 ____________      ____________      ____________      ____________

  Net income (loss)                                                   196,425           (33,661)          589,725          (186,854)
  Redemptions                                                      (6,849,694)         (647,535)       (7,730,182)       (2,470,971)
                                                                 ____________      ____________      ____________      ____________

  Net decrease in Partners' capital                                (6,653,269)         (681,196)       (7,140,457)       (2,657,825)

Partners' capital, beginning of period                             15,438,624        16,396,481        15,925,812        18,373,110
                                                                 ____________      ____________      ____________      ____________

Partners' capital, end of period                                 $  8,785,355      $ 15,715,285      $  8,785,355      $ 15,715,285
                                                                 ------------      ------------      ------------      ------------

Net asset value per Unit
  (7,062 and 13,518 Units outstanding
  at September 30, 1997 and 1996, respectively)                  $   1,244.03      $   1,162.54      $   1,244.03      $   1,162.54
                                                                 ------------      ------------      ------------      ------------


Net income (loss) per Unit of Limited Partnership
  Interest and General Partner Unit equivalent                   $      (4.85)     $      (2.40)     $      24.97      $     (10.19)
                                                                 ------------      ------------      ------------      ------------

</TABLE>

                                      4

<PAGE>



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

1. General:

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

       Smith Barney  Futures  Management  Inc. acts as the general  partner (the
"General Partner") of the Partnership. Smith Barney Inc. ("SB"), an affiliate of
the General Partner,  acts as commodity broker for the Partnership.  All trading
decisions are being made for the Partnership by TrendLogic Associates,  Inc. and
Willowbridge Associates, Inc. (collectively, the "Advisors"). Chesapeake Capital
Corporation was terminated as an Advisor effective July 31, 1997.

      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, 1997 and the results of its  operations for the three
and nine months ended September 30, 1997 and 1996.  These  financial  statements
present  the  results of interim  periods  and do not  include  all  disclosures
normally  provided in annual  financial  statements.  It is suggested that these
financial  statements be read in conjunction  with the financial  statements and
notes  included in the  Partnership's  annual report on Form 10-K filed with the
Securities and Exchange Commission for the year ended December 31, 1996.

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



                                      5

<PAGE>




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

2. Net Asset Value Per Unit:

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

                                THREE-MONTHS ENDED           NINE-MONTHS ENDED
                                   SEPTEMBER 30,                SEPTEMBER 30,
                                 1997        1996              1997        1996

Net realized and unrealized
 losses                       $  (19.76)    $  (16.77)   $   (8.22)   $  (26.95)
Realized and unrealized
 gains (losses) on Zero
 Coupons                           1.13          1.25        (0.88)      (21.66)
Interest income                   17.51         16.06        51.40        47.59
Expenses                          (3.73)        (2.94)      (17.33)       (9.17)
                              ---------     ---------    ---------    ---------

Increase (decrease) for
 period                           (4.85)*       (2.40)       24.97       (10.19)

Net Asset Value per Unit,
  beginning of period          1,248.88      1,164.94     1,219.06     1,172.73
                              ---------     ---------    ---------    ---------

Net Asset Value per Unit,
  end of period               $1,244.03     $1,162.54    $1,244.03    $1,162.54
                              =========     =========    =========    =========


*    The amount  shown  per  Unit  for  the  three months  ended  September  30,
     1997  does not  accord  with the 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.

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 statement 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

                                      6

<PAGE>



held for  trading  purposes.  The  fair  value  of  these  commodity  interests,
including  options  thereon,  at September  30, 1997 was $79,906 and the average
fair value during the nine months then ended, based on monthly calculation,  was
$283,447.

4.    Financial Instrument Risk:

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

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

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

      The General Partner monitors and controls the Partnership's  risk exposure
on a daily  basis  through  financial,  credit  and risk  management  monitoring
systems  and,   accordingly  believes  that  it  has  effective  procedures  for
evaluating and limiting the credit and market risks to which the  Partnership is
subject.  These  monitoring  systems allow the General Partner to  statistically
analyze actual

                                      7

<PAGE>



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,  1997,  the  notional or
contractual  amounts of the Partnership's  commitment to purchase and sell these
instruments was $12,866,193 and $8,461,675,  respectively as detailed below. All
of these instruments mature within one year of September 30, 1997. However,  due
to the nature of the Partnership's  business,  these instruments may not be held
to  maturity.  At  September  30,  1997,  the fair  value  of the  Partnership's
derivatives, including options thereon, was $79,906, as detailed below.

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

Currencies:
- Exchange Traded Contracts      $   903,948        $  195,520          $(1,985)
- OTC Contracts                    2,531,722         2,305,298          (11,878)
Energy                               896,569                 0           32,980
Grains                               344,660           124,700          (13,978)
Interest Rates Non-U.S.            4,116,832         4,572,669           37,363
Interest Rates U.S.                2,854,925                 0            3,484
Livestock                            136,150           128,250             (550)
Metals                               823,859           551,500           24,916
Softs                                257,528           287,872            9,139
Indices                                    0           295,866              415
                                 ------------       -----------         -------

Totals                           $12,866,193        $8,461,675          $79,906
                                 ============       ===========         =======


5.  Pending Merger:

         On September 24, 1997,  Travelers Group Inc.  ("Travelers") and Salomon
Inc  ("Salomon")  announced  an agreement  and plan of merger  pursuant to which
Salomon will become a wholly  owned  subsidiary  of  Travelers  and Smith Barney
Holdings  Inc., the parent company of Smith Barney Inc. and Smith Barney Futures
Management  Inc.,  will be merged into  Salomon  forming  Salomon  Smith  Barney
Holdings Inc. The transaction is expected to be completed by year-end 1997.


                                       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 third
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  nine  months  ended  September  30,  1997,  Partnership  capital
decreased 44.8% from  $15,925,812 to $8,785,355.  This decrease was attributable
to the  redemption of 6,002 Units,  resulting in an outflow of $7,730,182  which
was partially offset with net income from operations of $589,725 during the nine
months ended  September 30, 1997.  Future  redemptions  can impact the amount of
funds  available for investments in commodity  contract  positions in subsequent
periods.

Results of Operations

      During the  Partnership's  third quarter of 1997,  the net asset value per
Unit  decreased  0.4% from  $1,248.88  to  $1,244.03,  as  compared to the third
quarter  of 1996 in which  the net  asset  value per Unit  decreased  0.2%.  The
Partnership  experienced a net trading gain before  commissions  and expenses in
the third  quarter  of 1997 of  $147,479.  These  gains were  recognized  in the
trading of energy products,  currencies,  non U.S.  interest rates,  indices and
metals  and were  partially  offset  by  losses  recognized  in  grains,  softs,
livestock and U.S.  interest rates.  The  Partnership  experienced a net trading
loss before  commissions  and expenses in the third quarter of 1996 of $119,203.
These losses were recognized in the trading of commodity futures in agricultural
products,  currencies,  indices  and metals and were  partially  offset by gains
realized in interest rates and energy products.

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

                                      9

<PAGE>



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, 1997  decreased  by $67,736 and
$107,895,  respectively,  as  compared  to the  corresponding  periods  in 1996,
primarily as a result of the effect of  redemptions  on the  Partnership's  Zero
Coupons and equity maintained in cash.

      Brokerage  commissions  are  calculated on the adjusted net asset value on
the last day of each month and, therefore, vary according to trading performance
and  redemptions.  Accordingly,  they  must  be  compared  in  relation  to  the
fluctuations in the monthly net asset values.  Commissions and clearing fees for
the three and nine months  ended  September  30, 1997  decreased  by $26,872 and
$35,214, respectively, as compared to the corresponding periods in 1996.

      All trading  decisions for the Partnership are currently being made by the
Advisors.  Management  fees are calculated as a percentage of the  Partnership's
net  asset  value  as of the  end of each  month  and are  affected  by  trading
performance and redemptions. Management fees for the three and nine months ended
September 30, 1997 decreased by $5,595 and $6,073, respectively,  as compared to
the corresponding periods in 1996.

      Incentive  fees are  based on the new  trading  profits  generated  by the
Advisors as defined in the  advisory  agreements  between the  Partnership,  the
General  Partner and each Advisor.  Incentive  fees of $10,943 and $103,698 were
earned for the three and nine months ended September 30, 1997. Incentive fees of
$6,076 were earned during the nine months ended September 30, 1996.



                                      10

<PAGE>



                           PART II OTHER INFORMATION


Item 1.     Legal Proceedings - None

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









                                      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:    11/12/97

       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:    11/12/97


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

Date:    11/12/97


                                      12

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