<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the quarterly period ended DECEMBER 31, 1996

                                       or

[ ]      TRANSITION REPORT PURSUANT TO 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934 [NO FEE REQUIRED]

For the transition period from___________________to___________________

Commission file number 0-17620

                       CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                           A DELAWARE LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

           DELAWARE                                              13-3469700
 (State or other jurisdiction                                 (I.R.S. Employer 
of incorporation or organization)                            Identification No.)

50 ROCKEFELLER PLAZA, NEW YORK, NEW YORK                           10020
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code (212) 492-1100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered

      NONE                                                 NONE



           Securities registered pursuant to Section 12(g) of the Act:

                            LIMITED PARTNERSHIP UNITS
                                (Title of Class)


                                (Title of Class)

         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. [X]  Yes  [ ] No

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [X]

         Aggregate market value of the voting stock held by non-affiliates of
Registrant: There is no active market for Limited Partnership Units.


<PAGE>   2
                                     PART II





Item 8.      Financial Statements and Supplementary Data.


(i)      Report of Independent Accountants.

(ii)     Balance Sheets as of December 31, 1995 and 1996.

(iii)    Statements of Income for the years ended December 31, 1994, 1995 and
         1996.

(iv)     Statements of Partners' Capital for the years ended December 31, 1994,
         1995 and 1996.

(v)      Statements of Cash Flows for the years ended December 31, 1994, 1995
         and 1996.

(vi)     Notes to Financial Statements.


                                      -10-
<PAGE>   3
                        REPORT of INDEPENDENT ACCOUNTANTS






To the Partners of
  Corporate Property Associates 8, L.P.:


                  We have audited the accompanying balance sheets of Corporate
Property Associates 8, L.P., a Delaware limited partnership, as of December 31,
1995 and 1996, and the related statements of income, partners' capital, and cash
flows for each of the three years in the period ended December 31, 1996. We have
also audited the financial statement schedule included on pages 23 to 25 of this
Annual Report. These financial statements and financial statement schedule are
the responsibility of the General Partners. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits.

                  We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by the General Partners, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

                  In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Corporate
Property Associates 8, L.P., a Delaware limited partnership, as of December 31,
1995 and 1996, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles. In addition, in our opinion, the
Schedule of Real Estate and Accumulated Depreciation as of December 31, 1996,
when considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the financial information required to
be included therein pursuant to Securities and Exchange Commission Regulation
S-X Rule 12-28.





                                                    /s/ Coopers & Lybrand L.L.P.
New York, New York
March 21, 1997



                                     - 6 -
<PAGE>   4
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                                 BALANCE SHEETS

                           December 31, 1995 and 1996


<TABLE>
<CAPTION>
                                                                          1995                    1996
                                                                          ----                    ----
<S>                                                                    <C>                     <C>         
        ASSETS:

Real estate leased to others:
   Accounted for under the
      operating method:
         Land                                                          $ 16,215,476            $ 16,102,755
         Buildings                                                       42,873,222              42,890,140
                                                                       ------------            ------------
                                                                         59,088,698              58,992,895
         Accumulated depreciation                                         8,945,959              10,293,440
                                                                       ------------            ------------
                                                                         50,142,739              48,699,455
   Net investment in direct financing leases                             47,095,414              47,095,414
                                                                       ------------            ------------
         Real estate leased to others                                    97,238,153              95,794,869
Equity investments                                                        1,234,480               6,513,068
Operating real estate, net of accumulated
   depreciation of $1,440,459 in 1995                                     9,219,763
Cash and cash equivalents                                                 5,119,385               4,850,145
Accrued interest and rents receivable                                       378,096                 370,648
Other assets, net of accumulated amortization
   of $118,651 in 1995 and $155,759 in 1996                               1,699,830               1,100,473
                                                                       ------------            ------------
             Total assets                                              $114,889,707            $108,629,203
                                                                       ============            ============

        LIABILITIES:

Mortgage notes payable                                                 $ 52,685,656            $ 44,139,958
Note payable                                                              5,102,144               5,102,144
Accrued interest payable                                                    610,754                 473,317
Accounts payable and accrued expenses                                       522,575                 274,822
Accounts payable to affiliates                                              127,994                 209,112
Security deposits                                                           264,312                   8,488
Prepaid and deferred rental income                                          751,634                 689,955
                                                                       ------------            ------------
             Total liabilities                                           60,065,069              50,897,796
                                                                       ------------            ------------

Commitments and contingencies

        PARTNERS' CAPITAL:

General Partners                                                           (412,915)               (103,774)
Limited Partners (67,582 Limited Partnership
   Units issued and outstanding)                                         55,237,553              57,835,181
                                                                       ------------            ------------
             Total partners' capital                                     54,824,638              57,731,407
                                                                       ------------            ------------
             Total liabilities and
             partners' capital                                         $114,889,707            $108,629,203
                                                                       ============            ============
</TABLE>



The accompanying notes are an integral part of the financial statements.


                                     - 7 -
<PAGE>   5
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                              STATEMENTS of INCOME

              For the years ended December 31, 1994, 1995 and 1996

<TABLE>
<CAPTION>
                                                               1994                  1995                    1996
                                                               ----                  ----                    ----
<S>                                                         <C>                   <C>                     <C>        
Revenues:
   Rental income                                            $ 8,495,117           $ 8,979,476             $ 9,108,093
   Interest income from direct financing leases               5,635,602             6,244,145               6,452,577
   Other interest income                                        184,936               229,928                 293,329
   Other income                                                 873,387                                       353,401
                                                            -----------           -----------             -----------
                                                             15,189,042            15,453,549              16,207,400
                                                            -----------           -----------             -----------
Expenses:
   Interest                                                   6,266,275             5,799,127               5,232,928
   Depreciation                                               1,997,946             1,912,503               1,539,737
   General and administrative                                   488,110               576,717                 626,400
   Property expenses                                            461,623               381,606                 579,147
   Amortization                                                  35,555                37,108                  37,108
   Writedown to net realizable value                          1,104,219                                              
                                                            -----------           -----------             -----------
                                                             10,353,728             8,707,061               8,015,320
                                                            -----------           -----------             -----------

      Income before (loss) income from equity
         investments, gain on sale
         and extraordinary item                               4,835,314             6,746,488               8,192,080

Hotel operating income                                        1,260,151             1,653,696                 986,339

(Loss) income from equity investments                           (83,436)              (62,359)                253,061
                                                            -----------           -----------             -----------

      Income before gain on sale,
         and extraordinary item                               6,012,029             8,337,825               9,431,480

Gain on sale of real estate                                                                                    21,697
                                                            -----------           -----------             -----------

      Income before extraordinary item                        6,012,029             8,337,825               9,453,177

Extraordinary charge on extinguishment
   of debt                                                      120,000                                              
                                                           ------------           -----------             -----------
      Net income                                            $ 5,892,029           $ 8,337,825             $ 9,453,177
                                                            ===========           ===========             ===========

Net income allocated to:
   Individual General Partner                               $    58,920           $    83,378             $    96,484
                                                            ===========           ===========             ===========

   Corporate General Partner                                $   530,283           $   750,405             $   868,361
                                                            ===========           ===========             ===========

   Limited Partners                                         $ 5,302,826           $ 7,504,042             $ 8,488,332
                                                            ===========           ===========             ===========

Net income per weighted average Limited Partnership 
  Units):  
      Income before extraordinary item                          $79.86               $ 110.93               $125.60
      Extraordinary item                                         (1.59)                                            
                                                                ------               --------               -------
                                                                $78.27                $110.93               $125.60
                                                                ======                =======               =======


Weighted average units                                          67,749                67,645                 67,582
                                                                ======                ======                 ======
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                     - 8 -
<PAGE>   6
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                         STATEMENTS of PARTNERS' CAPITAL

              For the years ended December 31, 1994, 1995 and 1996



<TABLE>
<CAPTION>
                                                                     Partners' Capital Accounts
                                                                     --------------------------
                                                                                                           Limited
                                                                                                          Partners'
                                                                   General          Limited              Amount Per
                                               Total               Partners         Partners              Unit(a)
                                               -----               --------         --------              -------

<S>                                         <C>                 <C>                 <C>                 <C>         
Balance, December 31, 1993                  $ 53,546,280        $   (558,716)       $ 54,104,996        $        799

Distributions                                 (6,357,899)           (635,791)         (5,722,108)                (84)

Net income, 1994                               5,892,029             589,203           5,302,826                  78
                                            ------------        ------------        ------------        ------------

Balance, December 31, 1994                    53,080,410            (605,304)         53,685,714                 793

Purchase of Limited Partnership Units           (179,670)                               (179,670)                 (3)

Distributions                                 (6,413,927)           (641,394)         (5,772,533)                (85)

Net income, 1995                               8,337,825             833,783           7,504,042                 111
                                            ------------        ------------        ------------        ------------

Balance, December 31, 1995                    54,824,638            (412,915)         55,237,553                 816

Distributions                                 (6,549,558)           (655,704)         (5,893,854)                (87)

Adjustment to purchase of Limited
  Partnership Units                                3,150                                   3,150

Net income, 1996                               9,453,177             964,845           8,488,332                 126
                                            ------------        ------------        ------------        ------------

Balance, December 31, 1996                  $ 57,131,407        $   (103,774)       $ 57,835,181        $        855
                                            ============        ============        ============        ============
</TABLE>




(a)     Based on weighted average Units issued and outstanding.





The accompanying notes are an integral part of the financial statements.


                                     - 9 -
<PAGE>   7
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                            STATEMENTS of CASH FLOWS

              For the years ended December 31, 1994, 1995 and 1996


<TABLE>
<CAPTION>
                                                                             1994                    1995                  1996
                                                                             ----                    ----                  ----
<S>                                                                       <C>                   <C>                  <C>         
Cash flows from operating activities:
    Net income                                                            $ 5,892,029           $ 8,337,825          $  9,453,177
    Adjustments to reconcile net income to
      net cash provided by operating activities:
      Depreciation and amortization                                         2,033,501             1,949,611             1,576,845
      Cash receipts on operating leases (less than)
         greater than straight-line adjustments                               (30,116)              274,471               244,698
      Loss from equity investments                                             83,436                62,359
      Restructuring fees received                                           1,227,779
      Amortization of deferred income                                         (59,892)              (36,446)              (36,446)
      Deferred rental income recognized on
         disposition of properties                                           (835,636)
      Writedown to net realizable value                                     1,104,219
      Extraordinary charge on extinguishment of debt                          120,000
      Gain on sale                                                                                                        (21,697)
      Net change in operating assets and liabilities                         (907,884)             (316,586)             (268,906)
                                                                          -----------           -----------          ------------ 
            Net cash provided by operating activities                       8,627,436            10,271,234            10,947,671
                                                                          -----------           -----------          ------------

Cash flows from investing activities:
    Distributions from equity investments in excess
      of equity (loss) income                                                 289,805               282,992               161,795
    Additional capitalized costs                                             (977,868)             (163,752)             (414,256)
    Proceeds from sales of real estate                                      1,287,454                                     442,495
    Purchase of interest in operating partnership and
      related costs                                                                                                      (230,278)
                                                                          -----------           -----------          ------------ 
            Net cash provided by (used in) investing activities               599,391               119,240               (40,244)
                                                                          -----------           -----------          -------------

Cash flows from financing activities:
    Distributions to partners                                              (6,357,899)           (6,413,927)           (6,549,558)
    Purchase of Limited Partnership Units                                                          (179,670)                3,150
    Proceeds from mortgages                                                 5,000,000                                   4,000,000
    Prepayment of mortgage payable                                         (5,771,250)                                 (6,860,859)
    Deferred financing costs                                                  (28,997)
    Payment of mortgage principal                                            (969,439)           (3,358,177)           (1,769,400)
    Payment made on extinguishment of debt                                   (120,000)                                            
                                                                          -----------           -----------          ------------
            Net cash used in financing activities                          (8,247,585)           (9,951,774)          (11,176,667)
                                                                          -----------           -----------          ------------ 

            Net increase (decrease)  in cash
               and cash equivalents                                           979,242               438,700              (269,240)

Cash and cash equivalents, beginning of year                                3,701,443             4,680,685             5,119,385
                                                                          -----------           -----------          ------------

            Cash and cash equivalents, end of year                        $ 4,680,685           $ 5,119,385          $  4,850,145
                                                                          ===========           ===========          ============

</TABLE>

                                   (Continued)


                                     - 10 -
<PAGE>   8
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                       STATEMENTS of CASH FLOWS, Continued





Supplemental Schedule of noncash investing and financing activity:


In July 1996, the Partnership exchanged its interest in a hotel property and
related assets and liabilities for 493,664 units in the operating partnership of
a publicly-traded real estate investment trust. The assets and liabilities
transferred are as follows:


<TABLE>
<S>                                                                       <C>        
       Real estate, net of accumulated depreciation                       $ 9,116,767
       Mortgage note payable                                               (3,915,439)
       Other assets and liabilities transferred, net                            8,777
                                                                          -----------
         Equity investment                                                $ 5,210,105
                                                                          ===========
</TABLE>


The accompanying notes are an integral part of the financial statements.


                                     - 11 -
<PAGE>   9
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                          NOTES to FINANCIAL STATEMENTS


 1.     Summary of Significant Accounting Policies:

         Use of Estimates:

            The preparation of financial statements in conformity with generally
               accepted accounting principles requires management to make
               estimates and assumptions that affect the reported amounts of
               assets and liabilities and disclosure of contingent assets and
               liabilities at the date of the financial statements and the
               reported amounts of revenues and expenses during the reporting
               period. Actual results could differ from those estimates.

         Real Estate Leased to Others:

            Real estate is leased to others on a net lease basis, whereby the
               tenant is generally responsible for all operating expenses
               relating to the property, including property taxes, insurance,
               maintenance, repairs, renewals and improvements.

            Corporate Property Associates 8, L.P. (the "Partnership")
               diversifies its real estate investments among various corporate
               tenants engaged in different industries and by property type
               throughout the United States.

            The leases are accounted for under either the direct financing or
               operating methods. Such methods are described below:

                      Direct financing method - Leases accounted for under the
                      direct financing method are recorded at their net
                      investment (Note 5). Unearned income is deferred and
                      amortized to income over the lease terms so as to produce
                      a constant periodic rate of return on the Partnership's
                      net investment in the lease.

                      Operating method - Real estate is recorded at cost,
                      revenue is recognized as rentals are earned and expenses
                      (including depreciation) are charged to operations as
                      incurred. When scheduled rentals vary during the lease
                      term, income is recognized on a straight-line basis so as
                      to produce a constant periodic rent.

            The Partnership assesses the recoverability of its real estate
               assets, including residual interests, based on projections of
               undiscounted cash flows over the life of such assets. In the
               event that such cash flows are insufficient, the assets are
               adjusted to their estimated net realizable value.

            Substantially all of the Partnership's leases provide for either
               scheduled rent increases, increases based on increases to the
               Consumer Price Index or Producer Price Index or sales overrides.

         Operating Real Estate:

            Land, building and personal property are carried at cost. Major
               renewals and improvements are capitalized to the property
               accounts, while replacements, maintenance and repairs which do
               not improve or extend the lives of the respective assets are
               expensed currently. As more fully described in Note 16, the
               Partnership transferred its operating real estate in 1996 in
               connection with an exchange transaction.

         Depreciation:

            Depreciation is computed using the straight-line method over the
               estimated useful lives of the properties - 5 to 30 years.

         Cash Equivalents:

            The Partnership considers all short-term, highly liquid investments
               that are both readily convertible to cash and have a maturity of
               generally three months or less at the time of purchase to be cash
               equivalents. Items classified as cash equivalents include
               commercial paper and money market funds. Substantially all of the
               Partnership's cash and cash equivalents at December 31, 1995 and
               1996 were held in the custody of three financial institutions.

                                    Continued


                                     - 12 -
<PAGE>   10
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued


         Equity Investments:

            The Partnership's 50% interests in a joint venture and a limited
               partnership and its ownership interest in the operating
               partnership of a real estate investment trust are accounted for
               under the equity method, i.e. at cost, increased or decreased by
               the Partnership's share of earnings or losses, less
               distributions.

         Other Assets:

            Included in other assets are deferred rental income, deferred
               charges and a furniture, fixture and equipment reserve for the
               hotel property. Deferred rental income is the aggregate
               difference for operating method leases between scheduled rents
               which vary during the lease term and income recognized on a
               straight-line basis. Deferred charges are costs incurred in
               connection with mortgage note financings and refinancings and are
               deferred and amortized on a straight-line basis over the terms of
               the mortgages.

         Deferred Rental Income:

            Deferred rental income recognized in connection with the amendment
               of one of the Partnership's leases is being amortized on a
               straight-line basis from the date of the amendment through the
               end of the initial term of the lease (20.5 years).

         Income Taxes:

            A  partnership is not liable for Federal income taxes as each
               partner recognizes his proportionate share of the partnership
               income or loss in his tax return. Accordingly, no provision for
               income taxes is recognized for financial statement purposes.


 2.     Partnership Agreement:

            The Partnership was organized on October 20, 1987 under the Delaware
               Revised Uniform Limited Partnership Act for the purpose of
               engaging in the business of investing in and owning industrial
               and commercial real estate. The Corporate General Partner
               purchased 100 Limited Partnership Units in connection with the
               Partnership's public offering. The Partnership will terminate on
               December 31, 2011, or sooner, in accordance with the terms of the
               Amended Agreement of Limited Partnership (the "Agreement").

            The Agreement provides that the General Partners are allocated 10%
               (1% to the Individual General Partner, William P. Carey, and 9%
               to the Corporate General Partner, Eighth Carey Corporate Property
               ("Carey Property")) and the Limited Partners are allocated 90% of
               the profits and losses as well as distributions of Distributable
               Cash From Operations, as defined. The partners are also entitled
               to receive net proceeds from the sale of the Partnership
               properties as defined in the Agreement. The General Partners may
               be entitled to receive a subordinated preferred return, measured
               based upon the cumulative proceeds arising from the sale of
               Partnership assets. Pursuant to the subordination provisions of
               the Agreement, the preferred return may be paid only after the
               limited partners receive 100% of their initial investment from
               the proceeds of asset sales and a cumulative annual return of 8%
               since the inception of the Partnership. The General Partners
               interest in such preferred return amounts to $53,055 based upon
               the cumulative proceeds from the sale of assets since the
               inception of the Partnership through December 31, 1996. The
               Partnership's ability to satisfy the subordination provisions of
               the Agreement may not be determinable until liquidation of a
               substantial portion of the Partnership's assets has been made,
               formal plans of liquidation are adopted or limited partnership
               units are converted to other


                                       Continued

                                     - 13 -
<PAGE>   11
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued



               securities which provide the security holder with greater
               liquidity than a limited partnership unit. Management believes
               that as of the report date, ultimate payment of the preferred
               return is reasonably possible but not probable, as defined
               pursuant to Statement of Financial Accounting Standards No. 5.


 3.     Transactions with Related Parties:

            Under the Agreement, Carey Property is entitled to receive a
               property leasing fee and reimbursement of certain expenses
               incurred in connection with the Partnership's operations. General
               and administrative expense reimbursements consist primarily of
               the actual cost of personnel needed in providing administrative
               services necessary to the operation of the Partnership. Property
               leasing fee and general and administrative expense reimbursements
               are summarized as follows:

<TABLE>
<CAPTION>
                                                                         1994             1995              1996
                                                                         ----             ----              ----
<S>                                                                     <C>              <C>               <C>     
                           Property leasing fee                         $199,664         $ 26,777          $ 22,037
                           General and administrative
                               expense reimbursements                    101,761           87,856           135,221
                                                                        --------         --------          --------
                                                                        $301,425         $114,633          $157,258
                                                                        ========         ========          ========
</TABLE>


            In 1994, 1995 and 1996, fees aggregating $86,196, $69,691 and
               $79,385, respectively, were incurred for legal services performed
               by a law firm in which the Secretary of the Corporate General
               Partner and other affiliates is a partner.

            The Partnership is a participant in an agreement with W.P. Carey &
               Co., Inc. ("W.P. Carey") and other affiliates for the purpose of
               leasing office space used for the administration of real estate
               entities and W.P. Carey and for sharing the associated costs.
               Pursuant to the terms of the agreement, the Partnership's share
               of rental, occupancy and leasehold improvement costs is based on
               adjusted gross revenues, as defined. Net expenses incurred in
               1994, 1995 and 1996 were $88,753, $145,341 and $143,404,
               respectively.

            The Partnership's ownership interests in certain properties are
               jointly held with affiliated entities. The interests are held as
               tenants-in-common and joint venture interests with such interests
               ranging from 20% to 75.26%. The Partnership accounts for its
               assets and liabilities relating to tenants-in-common interests on
               a proportional basis.


 4.     Real Estate Leased to Others Accounted for Under the Operating
        Method and Operating Real Estate:

        A.  Real Estate Leased to Others:

            Scheduled future minimum rents, exclusive of renewals, under
               noncancellable operating leases amount to approximately
               $7,340,000 in 1997, $5,586,000 in 1998, $5,580,000 in 1999,
               $5,575,000 in 2000, $5,255,000 in 2001 and aggregate
               approximately $68,722,000 through 2014.

            Contingent rent was approximately $222,000 in 1994, $497,000 in 1995
and $417,000 in 1996.

                                    Continued

                                     - 14 -
<PAGE>   12
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued

        B.  Operating Real Estate:

            Operating real estate, at cost, as of December 31, 1995 is
summarized as follows:

<TABLE>
<S>                                                                                               <C>        
                      Land                                                                        $ 1,717,967
                      Building                                                                      7,520,834
                      Personal property                                                             1,421,421
                                                                                                  -----------
                                                                                                   10,660,222
                      Less: Accumulated depreciation                                                1,440,459
                                                                                                  -----------
                                                                                                  $ 9,219,763
                                                                                                  ===========
</TABLE>

            The Partnership disposed of its operating real estate in 1996 (see
Note 15).

 5.     Net Investment in Direct Financing Leases:

            Net investment in direct financing leases is summarized as follows:

<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                                 ------------
                                                                            1995                      1996
                                                                            ----                      ----
                      Minimum lease payments
<S>                                                                    <C>                       <C>         
                          receivable                                   $105,522,285              $ 99,526,391
                      Unguaranteed residual value                        47,095,414                47,095,414
                                                                       ------------              ------------
                                                                        152,617,699               146,621,805
                        Less: Unearned income                           105,522,285                99,526,391
                                                                       ------------              ------------
                                                                       $ 47,095,414              $ 47,095,414
                                                                       ============              ============
</TABLE>

            Scheduled future minimum rents, exclusive of renewals, under
               noncancellable direct financing leases amount to approximately
               $5,996,000 in each of the years 1997 to 2001 and aggregate
               approximately $99,526,000 through 2014.

            Contingent rent was approximately $415,000 in 1995 and $457,000 in 
               1996.  There was no contingent rent in 1994.

 6.     Mortgage Notes Payable and Note Payable:

        A.  Mortgage Notes Payable:

            Mortgage notes payable are collateralized by the lease assignments
               and by real property with a carrying amount of approximately
               $79,055,000 before accumulated depreciation. The mortgage loans
               are limited recourse obligations of the Partnership. As of
               December 31, 1996, mortgage notes payable bear interest at rates
               varying from 7.16% to 11.85% per annum and mature from 1997 to
               2010.

            Scheduled principal payments during each of the next five years
following December 31, 1996 are as follows:

<TABLE>
<CAPTION>
                                    Year Ending December 31,
                                    ------------------------
<S>                                     <C>                                                    <C>        
                                        1997                                                   $ 4,978,050
                                        1998                                                     1,006,998
                                        1999                                                    20,686,934
                                        2000                                                       627,592
                                        2001                                                     5,633,578
                                        Thereafter                                              11,206,806
                                                                                               -----------
                                           Total                                               $44,139,958
                                                                                               ===========
</TABLE>

                                    Continued

                                     - 15 -
<PAGE>   13
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued


        B.  Note Payable:

            The $5,102,144 note payable is a recourse obligation of the
               Partnership and provides for quarterly payments of interest at an
               annual interest rate equivalent to the London Inter-Bank Offered
               Rate ("LIBOR") plus 4.25% (9.81% at December 31, 1996). The note
               payable matures in July 1999, at which time a balloon payment for
               the entire outstanding principal balance will be due.

            Covenants under the note payable restrict the Partnership from
               incurring additional debt; however, new limited recourse mortgage
               financing may be obtained for the purpose of replacing existing
               mortgage debt. The Partnership must maintain a net worth of
               $20,000,000, aggregate appraised property value of $15,000,000
               and a ratio of operating cash flow to debt service on the note
               payable of from 3:1 to 3.4:1 over the term of the loan. The
               Partnership is in compliance with such terms. In addition, the
               Partnership must offer the lender the proceeds of any asset
               disposition as a loan prepayment. Under limited circumstances,
               the Partnership may prepay the loan in whole or in part.

            Interest paid on the mortgage note payable and the note payable was
               $6,189,016, $5,798,935 and $5,370,365 in 1994, 1995 and 1996,
               respectively.


 7.     Distributions to Partners:

            Distributions are declared and paid to partners quarterly and are
summarized as follows:

<TABLE>
<CAPTION>

                                                                                                     Limited
  Year Ending                 Distributions Paid to             Distributions Paid to             Partners' Per
  December 31,                   General Partners                  Limited Partners                Unit Amount
  ------------                   ----------------                  ----------------              ---------------

<S>          <C>                       <C>                               <C>                            <C>   
             1994                      $635,791                          $5,722,108                     $84.46
                                       ========                          ==========                     ======

             1995                      $641,394                          $5,772,533                     $85.31
                                       ========                          ==========                     ======

             1996                      $655,704                          $5,893,854                     $87.21
                                       ========                          ==========                     ======
</TABLE>


            Distributions of $165,200 to the General Partners and $1,486,804 to
               the Limited Partners for the quarter ended December 31, 1996 were
               declared and paid in January 1997.


 8.     Income for Federal Tax Purposes:

            Income for financial statement purposes differs from income for
               Federal income tax purposes because of the difference in the
               treatment of certain items for income tax purposes and financial
               statement purposes.  A reconciliation of the accounting 
               differences is as follows:

<TABLE>
<CAPTION>
                                                                       1994                 1995               1996
                                                                       ----                 ----               ----
<S>                                                                  <C>                  <C>               <C>        
      Net income per Statements of Income                            $ 5,892,029          $ 8,337,825       $ 9,453,177
      Writedown to net realizable value                                1,104,219
      Excess tax depreciation                                           (906,755)          (1,335,846)       (1,518,852)
      Other                                                           (1,524,377)             473,199           (91,589)
                                                                     -----------          -----------       ------------
                Income for Federal
                  income tax purposes                                $ 4,565,116          $ 7,475,178       $ 7,842,736
                                                                     ===========          ===========       ===========
</TABLE>

                                    Continued

                                     - 16 -
<PAGE>   14
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued




 9.     Industry Segment Information:

            The Partnership's operations consist of the investment in and the
               leasing of industrial and commercial real estate.

            In 1994, 1995 and 1996, the Partnership earned its total leasing
               revenues (rental income plus interest income from financing
               leases) from the following lease obligors:


<TABLE>
<CAPTION>
                                                      1994        %              1995       %              1996        %
                                                      ----       ---             ----      ---             ----       --

<S>                                                 <C>          <C>         <C>           <C>          <C>          <C>
   Advanced System Applications, Inc.               $2,258,692    16%        $ 3,114,091    21%         $ 3,042,597   20%
   Sybron Acquisition Company                        2,491,920    18           2,491,920    17            2,491,920   16
   Dr Pepper Bottling Company
      of Texas                                       1,999,000    14           1,999,000    13            1,999,000   13
   Amersig, Inc.                                     1,332,653     9           1,400,166     9            1,409,700    9
   High Voltage Engineering
      Corporation                                    1,140,100     8           1,167,744     8            1,179,019    8
   Orbital Sciences Corporation                        916,484     6             977,378     6              977,378    6
   Furon Company                                       819,443     6             819,443     5              816,217    5
   United Stationers Supply, Inc.                      635,283     5             769,625     5              812,708    5
   Detroit Diesel Corporation                          699,024     5             699,114     5              729,078    5
   AutoZone, Inc.                                      526,781     4             529,748     3              525,003    3
   NVRyan L.P.                                         528,391     4             495,518     3              495,518    3
   Mayfair Molded Products Corporation                 460,755     3             460,755     3              460,755    3
   U.S. Postal Service                                                                                      319,423    2
   Winn-Dixie Stores, Inc.                             134,500     1             134,500     1              134,500    1
   Other lease obligors                                131,218     1             107,919     1              111,154    1
   Federal Express Corporation                          56,475                    56,700                     56,700   
                                                   -----------   ----        -----------   ----         -----------   ----    
                                                   $14,130,719   100%        $15,223,621   100%         $15,560,670   100%
                                                   ===========   ====        ===========   ====         ===========   ====
</TABLE>




                                    Continued

                                     - 17 -
<PAGE>   15
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued



10.     Equity Investments:

            The Partnership owns a 50% equity interest in CPA(R):8-CPA(R):9
               Joint Venture I ("GE") with Corporate Property Associates 9, L.P.
               ("CPA(R):9"), an affiliate, and a 50% interest in Carey Topeka
               Associates, L.P. ("HCA") with Corporate Property Associates 7
               ("CPA(R):7"), an affiliate. GE owns land and a building located
               in King of Prussia, Pennsylvania, leased to General Electric
               Company. HCA owns a leasehold interest in a hotel property in
               Topeka, Kansas subleased to the Hotel Corporation of America.
               Summarized combined financial information of GE and HCA is as
               follows:

         (In thousands)

<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                       1995                        1996
                                                                       ----                        ----
         Assets, net of accumulated depreciation
<S>                                                                    <C>                          <C>    
             and amortization                                          $14,682                      $13,790
         Liabilities                                                    12,211                       11,989
         Capital                                                         2,471                        1,801
</TABLE>



<TABLE>
<CAPTION>
                                                                Year Ended December 31,
                                                 1994                    1995                      1996
                                            --------------           ---------------           -------------
<S>                                         <C>                    <C>                       <C>   
         Revenues                                  $1,575                 $1,597                    $1,597
         Expenses                                   1,740                  1,721                     1,707
         Net loss                                    (165)                  (124)                     (110)
</TABLE>


            The Partnership's share of GE and HCA scheduled future minimum
               rentals, exclusive of renewals, under its noncancellable
               operating lease are approximately $905,000 in 1997, $692,000 in
               1998, $421,000 in 1999, $540,000 in 2000, $412,000 in 2001 and
               aggregate approximately $3,722,000 through 2003.

            The Partnership's share of scheduled principal payments on the GE
               and HCA mortgage loans for the five years following December 31,
               1996 are approximately $117,000 in 1997, $1,739,000 in 1998,
               $93,000 in 1999, $100,000 in 2000, $109,000 in 2001 and
               $3,753,000, thereafter.

            The Partnership owns an equity interest in the operating partnership
               of a real estate investment trust (see Note 15).

                                    Continued

                                     - 18 -
<PAGE>   16
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued



11.     Writedown to Net Realizable Value:

            In August 1994, the Partnership and CPA(R):7 sold a vacant property
               in Jefferson, Georgia for $844,778 (of which the Partnership's
               share was $531,898), net of costs. No gain or loss was recognized
               on the sale of the Jefferson property as the value of the
               property was written down to the sales price prior to the sale
               resulting in a charge of $823,447 in 1994.

            In June 1994, the Partnership and CPA(R):7 entered into a contract
               to sell a vacant property in Fredricksburg, Virginia for $728,500
               (of which the Partnership's share was $458,686), net of costs.
               Subsequently, the potential buyer withdrew its offer to buy the
               property. Although the transaction was not consummated, the net
               realizable value of the Partnership's interest in the property
               was written down to the anticipated net sales price of $458,686,
               resulting in a charge of $280,772.

            Both properties had been leased to NVRyan L.P. ("NVRyan") until
               September 1993, at which time the lease was restructured. In
               agreeing to sever four properties from the NVRyan lease,
               including the Jefferson and Fredricksburg properties, the
               Partnership received $1,637,038 of which $1,227,779 was received
               in 1994.


12.     Extraordinary Charge on Extinguishment of Debt:

            On June 15, 1990, the Partnership and CPA(R):9 purchased, as
               tenants-in-common with 20% and 80% interests, respectively, 129
               acres of land and six industrial buildings in Detroit and
               Redford, Michigan and entered into a net lease with Detroit
               Diesel Corporation ("Detroit Diesel"). The mortgage loan provided
               for quarterly interest only payments at an annual rate of 11.28%
               with payments of principal commencing on December 15, 1995.

            On May 25, 1994, the Partnership and CPA(R):9 prepaid the existing
               $24,000,000 mortgage loan and obtained $25,000,000 of new
               mortgage financing. The refinanced mortgage loan bears interest
               at the rate of 7.16% per annum and provided for quarterly
               interest only payments of $447,500 (of which the Partnership's
               share is $89,500) through December 15, 1995 at which time
               quarterly interest and principal payments of $689,601 (of which
               the Partnership's share is $137,920) commenced and which are
               payable through June 15, 2010 at which time the loan will be
               fully amortized. In connection with paying off the original
               mortgage loan, the Partnership incurred an extraordinary charge
               on the extinguishment of debt as a result of paying a prepayment
               charge of $120,000 on its $4,800,000 share of such debt.


                                    Continued


                                     - 19 -
<PAGE>   17
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

              NOTES to CONSOLIDATED FINANCIAL STATEMENTS, Continued



13.     Gain on Sale of Real Estate:

            In January 1990, the Partnership and CPA(R):9 purchased nine
               properties as tenants-in-common with 32.28% and 67.72% ownership
               interests, respectively, and entered into a master lease with
               Furon Company ("Furon"). In August 1993, the Partnership and
               CPA(R):9 consented to Furon's sublease of properties in
               Liverpool, Pennsylvania and Twinsburg, Ohio to IER Industries,
               Inc. ("IER") through July 2007, the end of Furon's initial lease
               term. On February 15, 1996, IER notified the Partnership and
               CPA(R):9 that it was exercising a purchase option which had been
               granted at the time the sublease was agreed to.

            On September 9, 1996, the Partnership and CPA(R):9 sold the two
               properties to IER for $1,465,495, a purchase price determined
               pursuant to an appraisal process provided for in the lease. Net
               of its share of $24,210 of consideration received in 1993 in
               granting the purchase option and other costs of the transaction,
               the Partnership's share of net proceeds from the sale was
               $442,495 of which $287,996 was used to pay a mandatory prepayment
               on the mortgage loan. In connection with the sale, the
               Partnership recognized a gain of $21,697. As a result of the sale
               and the reamortization of the mortgage loan, annual rent from
               Furon and debt service on the Furon properties mortgage loan have
               decreased by approximately $55,000 and $34,000, respectively.


14.     Properties Leased to Advanced System Applications, Inc.:

            The Partnership and CPA(R):7 own property in Bloomingdale, Illinois,
               as tenants-in-common with 66.36% and 33.64% ownership interests,
               respectively, which is leased to Advanced System Applications,
               Inc. ("ASA"). In July 1994 the Partnership and CPA(R):7 agreed to
               a lease modification agreement. Under the modification agreement,
               the scheduled expiration of the lease was changed to June 1997
               from June 2003 in exchange for an increase in the commercial rent
               to $5,200,000 from $1,850,000. As this modification required the
               mortgage lender's consent, the mortgage loan payments were
               substantially increased so that the loan fully amortized on March
               1, 1996. Although ASA is obligated to make its lease payments
               through June 1997, it is in the process of vacating the property.
               ASA had been entitled to one-third of all rentals received for
               any new leases on space ASA had vacated; however, under a
               subsequent agreement, the Partnership and CPA(R):7 agreed to
               reduce ASA's annual rent by $833,333 in exchange for assigning
               the rents of a subtenant to the Partnership and CPA(R):7 and
               relinquishing its rights to any of the rents on the United State
               Postal Service (the "Postal Service") lease. ASA was also
               released from bearing the costs of insurance, maintenance and
               real estate taxes on the property.

            The Postal Service lease has a 10-year term which commenced May 1,
               1996 at an annual rent of $722,800 (of which the Partnership's
               share is $479,650), increasing to $822,800 after five years. The
               Partnership and CPA(R):7 bear the obligation to provide
               maintenance and support services to the lessee. The lease also
               provides for rent escalations in 1998 based on increases in
               certain operating costs incurred by the Partnership and CPA(R):7.
               In addition, the Postal Service will reimburse the Partnership
               and CPA(R):7 for its pro rata share of real estate taxes. The
               Postal Service has an option to terminate the lease after five
               years and right of first refusal on space vacated by ASA.

            As provided for under the lease, the Partnership and CPA(R):7 funded
               $600,000 (of which the Partnership's share is $398,160) of
               improvements to the space occupied by the Postal Service.

                                    Continued

                                     - 20 -
<PAGE>   18
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued



15.  Hotel Property in Kenner, Louisiana:

            The Partnership and Corporate Property Associates 4 ("CPA(R):4"), an
               affiliate, purchased a hotel property in Kenner, Louisiana, in
               June 1988 as tenants-in-common with 53.617% and 46.383%
               interests, respectively. The Partnership and CPA(R):8 assumed
               operating control of the hotel in 1992 after evicting the lessee
               due to its financial difficulties. On July 30, 1996, the
               Partnership and CPA(R):4 completed a transaction with American
               General Hospitality Operating Partnership L.P. (the "Operating
               Partnership"), the operating partnership of a newly-formed real
               estate investment trust, American General Hospitality
               Corporation, ("AGH"), in which the Partnership and CPA(R):4
               received 920,672 limited partnership units (of which the
               Partnership's share was 493,664 units) in exchange for the hotel
               property and its operations. In connection with the exchange, the
               Partnership and CPA(R):4 paid a cash contribution of $391,221 (of
               which the Partnership's share was $209,761) and the Operating
               Partnership assumed the mortgage loan obligation collateralized
               by the hotel property (of which the Partnership's share was
               $3,915,439). AGH owns an 81.3% equity interest in the Operating
               Partnership.

            The exchange of the hotel property for limited partnership units was
               treated as a nonmonetary exchange for tax and financial reporting
               purposes. The Partnership's interest in the limited partnership
               is being accounted for under the equity method. After one year,
               the Partnership will have the right to convert its equity
               interest in the Operating Partnership to shares of common stock
               in AGH on a one-for-one basis. AGH completed an initial public
               offering during 1996. The Partnership's carrying value for the
               limited partnership units at the time of the exchange of
               $5,440,110 was based on the historical basis of assets
               transferred, net of liabilities assumed by the Operating
               Partnership; cash contributed and costs incurred to complete the
               exchange.

            As of September 30, 1996, the audited consolidated financial
               statements of AGH reported total assets of $187,870,000 and
               shareholders' equity of $127,408,000 and for the period from
               inception (July 31, 1996) through September 30, 1996 revenues of
               $5,251,000, income before minority interest of $2,850,000 and net
               income of $2,302,000. As of March 15, 1997, AGH's quoted per
               share market value was $28 resulting in an aggregate value of
               approximately $13,823,000. The carrying value of the equity
               interest in the Operating Partnership as of December 31, 1996 was
               approximately $5,612,000. For the period from July 31, 1996 to
               December 31, 1996, the Partnership's share of the Operating
               Partnership's earnings was $306,807.

            Between January 1995 and July 1996, the Partnership and CPA(R):4 had
               engaged an affiliate of AGH to manage the operations of Kenner on
               their behalf.

            Summarized operating results of the Partnership's share of the hotel
               operation through the date of disposal (July 30, 1996) were as
               follows:


<TABLE>
<CAPTION>
                                                                  1994                  1995                      1996
                                                                  ----                  ----                      ----
<S>                                                            <C>                   <C>                       <C>        
     Revenues                                                  $ 3,615,727           $ 4,432,735               $ 2,675,555
     Fees paid to hotel management company                        (101,154)             (130,293)                  (96,017)
     Other operating expenses                                   (2,254,422)           (2,648,746)               (1,593,199)
                                                               -----------           -----------               ----------- 
     Hotel operating income                                    $ 1,260,151           $ 1,653,696               $   986,339
                                                               ===========           ===========               ===========
</TABLE>


                                    Continued

                                     - 21 -
<PAGE>   19
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                    NOTES to FINANCIAL STATEMENTS, Continued




16.     Disclosures About Fair Value of Financial Instruments:

            The carrying amounts of cash, receivables and accounts payable and
               accrued expenses approximate fair value because of the short
               maturity of these items.

            The Partnership estimates that the fair value of mortgage notes
               payable approximates the carrying value of such mortgage notes at
               December 31, 1996. The fair value of debt instruments was
               evaluated using a discounted cash flow model with discount rates
               which take into account the credit of the tenants and interest
               rate risk.

            The Partnership's note payable is a variable rate obligation indexed
               to the LIBOR. Accordingly, the carrying amount of the note
               payable approximates fair value as of December 31, 1996.


                                     - 22 -
<PAGE>   20
                                   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.

                                   CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                                   a Delaware limited partnership

                                   BY:     EIGHTH CAREY CORPORATE PROPERTY, INC.




    09/3/97                        BY:      /s/ Steven M. Berzin
    -------                                 --------------------
     Date                                  Claude Fernandez
                                           Executive Vice President and
                                           Chief Financial Officer
                                           (Principal Financial Officer)



    09/3/97                        BY:      /s/ Claude Fernandez
    -------                                 --------------------
     Date                                  Claude Fernandez
                                           Executive Vice President and
                                           Chief Administrative Officer
                                           (Principal Accounting Officer)




                                     - 23 -