FORM 10-Q

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


                [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended September 30, 1995

                                          OR

                [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934

             for the transition period from ____________ to ____________


                           Commission File number: 0-14593


                           OUTLOOK INCOME/GROWTH FUND VIII,
                           A CALIFORNIA LIMITED PARTNERSHIP
                          ----------------------------------
                (Exact name of Registrant as specified in its charter)


                    California                              33-0104267
          -------------------------------              --------------------
          (State or other jurisdiction of                (I.R.S. Employer
          incorporation or organization)                Identification No.)


       400 South El Camino Real, Suite 1100
               San Mateo, California                        94402-1708
          ---------------------------------               --------------
     (Address of principal executive offices)               (Zip Code)

                                    (415) 343-9300       
                           -------------------------------
                           (Registrant's telephone number)

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

          Total  number of  units  outstanding as  of  September 30,  1995:
          35,000



                                     Page 1 of 13





     PART I.   FINANCIAL INFORMATION

     Item 1.   Financial Statements

                           OUTLOOK INCOME/GROWTH FUND VIII,
                           A CALIFORNIA LIMITED PARTNERSHIP

                             Consolidated Balance Sheets
                       (in thousands, except units outstanding)
                                     (Unaudited)

                                                     September 30,  December 31,
                                                          1995          1994
                                                        --------      --------
     Assets          
     -------
     Real estate investments, at cost: 
       Land                                          $   7,885      $   7,885
       Buildings and improvements                       14,049         13,991
                                                      --------       --------
                                                        21,934         21,876
       Less accumulated depreciation and amortization   (4,553)        (4,198)
                                                      --------       --------
             Net real estate investments                17,381         17,678 

     Real estate held pending foreclosure, net               -          7,468 
     Investment in unconsolidated joint venture              -            404
     Cash and cash equivalents                           1,920          2,297
     Accounts receivable, net                              162            147
     Prepaid expenses and other assets, net                108            107
     Notes receivable from unconsolidated joint venture    721            683
     Deferred financing costs and other fees, net
       of accumulated amortization of $429 and $786
       for 1995 and 1994, respectively                     173            203
                                                      --------       --------
                                                     $  20,465      $  28,987
                                                      ========       ========
     Liabilities and Partners' Equity (Deficit)
     ------------------------------------------
     Notes payable                                   $  15,001      $  25,205
     Accounts payable                                       11              2
     Accrued expenses                                      208            196
     Deferred income and security deposits                  70             59
                                                      --------       --------
        Total liabilities                               15,290         25,462
                                                      --------       --------
     Partners' equity (deficit):                              
       General Partner                                      29           (189)
       Limited Partners, 35,000 limited
        partnership units outstanding                    5,146          3,714
                                                      --------       --------
     Total partners' equity                              5,175          3,525
                                                      --------       --------
                                                     $  20,465      $  28,987
                                                      ========       ======== 

                  See accompanying notes to consolidated statements.


                                     Page 2 of 13






                           OUTLOOK INCOME/GROWTH FUND VIII,
                           A CALIFORNIA LIMITED PARTNERSHIP

                        Consolidated Statements of Operations
                       (in thousands, except per unit amounts)
                                     (Unaudited)

                                       Nine months ended     Three months ended
                                         September 30,          September 30,  
                                         1995      1994         1995      1994
                                       -------- --------     --------  --------
     Revenues:                                
       Operating                       $ 2,371  $ 3,845      $   588   $   985
       Interest and other                  122       74           38        28
                                        -------  -------      -------   -------
        Total revenues                   2,493    3,919          626     1,013 

     Expenses:                                
     Operating (including $141 and
       $315 paid to affiliates in
       the nine months ended
       September 30, 1995 and 1994,
       respectively)                       793    1,394          202       339
     Interest                            1,267    1,666          366       482
     Depreciation and amortization         624    1,021          148       287
     General and administrative
       (including $417 and $438
       paid to affiliates in the
       nine months ended September 30,
       1995 and 1994, respectively)        499      531          148       192
                                        -------  -------      -------   -------
        Total expenses                   3,183    4,612          864     1,300
                                        -------  -------      -------   -------
     Loss before equity in loss of
       unconsolidated joint venture
       and extraordinary gain             (690)    (693)        (238)     (287)

     Equity in loss of unconsolidated
       joint venture                      (340)    (431)           -      (139)
                                        -------  -------      -------   -------
     Loss before extraordinary gain     (1,030)  (1,124)        (238)     (426)

     Extraordinary gain on debt
       forgiveness                       2,680        -          (89)        - 

     Extraordinary gain on sale of
       property                             -     2,095            -         -
                                        -------  -------      -------   -------
     Net income (loss)                 $ 1,650  $   971     $   (327)  $  (426)
                                        =======  =======      =======   =======
     Net income (loss) per limited
       partnership "Current Unit"      $116.45  $ 33.02      $(26.02)  $(33.95)
                                        =======  =======      =======   =======


                  See accompanying notes to consolidated statements.


                                     Page 3 of 13






                          OUTLOOK INCOME/GROWTH FUND VIII,
                          A CALIFORNIA LIMITED PARTNERSHIP

               Consolidated Statements of Partners' Equity (Deficit)
                                   (in thousands)

                For the nine months ended September 30, 1995 and 1994
                                     (Unaudited)

                                                
                                         Limited Partners       Total
                           General         -------------      Limited  Partners'
                           Partner   Current Deferred Growth  Partners  Equity
                          --------   ------- -------- ------  --------  ------

   Balance at
    December 31, 1993      $ (557)   $3,714   $    -  $    -   $3,714   $3,157 

   Net income                 565       406        -       -      406      971
                           ------    ------   ------  ------   ------   ------
   Balance at
    September 30, 1994     $    8    $4,120   $    -  $    -   $4,120   $4,128
                           ======    ======   ======  ======   ======   ====== 



   Balance at
    December 31, 1994      $ (189)   $3,714   $    -  $    -   $3,714   $3,525 

   Net income                 218     1,432        -       -    1,432    1,650
                           ------    ------   ------  ------   ------   ------
   Balance at
    September 30, 1995     $   29    $5,146   $    -  $    -   $5,146   $5,175
                           ======    ======   ======  ======   ======   ====== 





















                 See accompanying notes to consolidated statements.


                                    Page 4 of 13






                           OUTLOOK INCOME/GROWTH FUND VIII,
                           A CALIFORNIA LIMITED PARTNERSHIP

                 Consolidated Statements of Cash Flows (in thousands)
                                     (Unaudited)

                                                              Nine months ended
                                                                September 30,  
                                                             ------------------
                                                              1995        1994
                                                             ------      ------
     Cash flows from operating activities:
     Net income                                           $  1,650     $   971
     Adjustments to reconcile net income to
      net cash provided by operating activities:
        Extraordinary gain                                  (2,680)     (2,095)
        Depreciation and amortization                          624       1,021
        Equity in loss of unconsolidated joint venture         340         431
     Changes in assets and liabilities:                           
      Accounts receivable                                      (15)        (89)
      Prepaid expenses and other assets                         (4)       (165)
      Deferred financing and other fees                       (108)         72
      Accounts payable                                           9         (22)
      Accrued expenses                                         161          79
      Deferred income and security deposits                     11         (19)
                                                            -------     -------
     Net cash provided by (used in) operating activities       (12)        184
                                                            -------     -------
     Cash flows from investing activities:
        Additions to real estate investments                   (68)        (13)
        Proceeds from sale of property                           -       9,805
        Payments received on notes receivable
          from unconsolidated joint venture                    140         187
        Additions to notes receivable from
          unconsolidated joint venture                        (178)       (294)
                                                            -------     -------
     Net cash provided by (used in) investing activities      (106)      9,685
                                                            -------     -------
     Cash flows from financing activities:                        
        Notes payable principal payments                      (259)     (7,390)
                                                            -------     -------
     Cash used in financing activities                        (259)     (7,390)
                                                            -------     -------
     Net increase (decrease) in cash and cash equivalents     (377)      2,479 

     Cash and cash equivalents at beginning of period        2,297           7
                                                            -------     -------
     Cash and cash equivalents at end of period           $  1,920    $  2,486
                                                            =======     =======


     Supplemental disclosure of cash flow information:
        Cash paid for interest                            $  1,246    $  1,859
                                                            =======     =======

                                    - Continued -


                                     Page 5 of 13






                           OUTLOOK INCOME/GROWTH FUND VIII,
                           A CALIFORNIA LIMITED PARTNERSHIP

                 Consolidated Statements of Cash Flows (in thousands)
                                     (Unaudited)

                                    - continued -
                                                              Nine months ended
                                                                September 30,  
                                                             ------------------
                                                              1995        1994
     Supplemental disclosure of non-cash transaction:        ------      ------
      Foreclosure on real estate:
        Reduction of investment in real estate            $  7,344     $      -
                                                           =======      =======
        Reduction of notes payable                        $ (9,945)    $      -
                                                           =======      =======
        Reduction of accrued expenses                     $   (149)    $      -
                                                           =======      =======
        Reduction of deferred financing costs             $     67     $      -
                                                           =======      =======


































                  See accompanying notes to consolidated statements.


                                     Page 6 of 13






                           OUTLOOK INCOME/GROWTH FUND VIII,
                           A CALIFORNIA LIMITED PARTNERSHIP

                      Notes to Consolidated Financial Statements

                                  September 30, 1995
                                     (Unaudited)

          Note 1.   SIGNIFICANT ACCOUNTING POLICY
                    -------------------------------
          In the opinion  of Glenborough Realty  Corporation, the  managing
          general   partner,   the   accompanying  unaudited   consolidated
          financial statements contain all  adjustments (consisting of only
          normal  accruals)  necessary  to  present  fairly  the  financial
          position of Outlook Income/Growth Fund VIII, A California Limited
          Partnership  (the  "Partnership"),  at  September  30,  1995  and
          December  31, 1994,  and the  related consolidated  statements of
          operations for the nine and three months ended September 30, 1995
          and 1994, and the changes in partners' equity and cash flows  for
          the nine months ended September 30, 1995 and 1994.  

          The Partnership has suspended the recordation of its share of the
          loss of its unconsolidated joint venture to the extent it creates
          a  negative investment in  joint venture.   The  Partnership will
          recognize these  suspended losses to the extent  of future income
          allocated to the Partnership from the joint venture.

          Note 2.   REFERENCE TO 1994 AUDITED FINANCIAL STATEMENTS
                    ----------------------------------------------
          These  unaudited   financial  statements   should   be  read   in
          conjunction with the  Notes to Consolidated Financial  Statements
          included in the 1994 audited financial statements.

          Note 3.   TRANSACTIONS WITH AFFILIATES
                    ----------------------------
          Glenborough   Corporation   ("Glenborough"),   an  affiliate   of
          Glenborough Realty Corporation, has been compensated for property
          management services.   The following amounts  paid to Glenborough
          are  included in  operating expenses  for  the nine  months ended
          September 30, 1995 and 1994:

                                                  1995         1994 
                                                 ------       ------
          Management fees                     $ 110,000    $ 194,000
          Property salaries (reimbursed)         31,000      121,000

          The Partnership also reimbursed Glenborough for expenses incurred
          for services  provided to  the  Partnership such  as  accounting,
          investor   services,  data  processing,  duplicating  and  office
          supplies, legal and administrative services, and the actual costs
          of  goods  and  materials  used   for  or  by  the   Partnership.
          Glenborough  was  reimbursed   $417,000  and   $438,000  by   the
          Partnership for  such  expenses  during  the  nine  months  ended
          September  30, 1995  and 1994,  respectively.   Such amounts  are
          included in general and administrative expenses.



                                     Page 7 of 13






                           OUTLOOK INCOME/GROWTH FUND VIII,
                           A CALIFORNIA LIMITED PARTNERSHIP

                      Notes to Consolidated Financial Statements

                                  September 30, 1995
                                     (Unaudited)

          Note 4.   NOTES RECEIVABLE FROM UNCONSOLIDATED JOINT VENTURE
                    --------------------------------------------------
          Notes receivable from an unconsolidated joint venture consist  of
          several notes receivable from the Huntington Breakers Apartments,
          Ltd., A California  Limited Partnership ("Breakers  Partnership")
          and  interest accrued  monthly on  such advances.   During  1995,
          Breakers was  advanced $140,000 by the  Partnership to supplement
          its debt service  obligations, but these  advances were paid  off
          during the same period.   The Partnership has accrued  $38,000 in
          interest on a portion of the outstanding note balances during the
          nine months ended September 30, 1995.

          Note 5.   EXTRAORDINARY GAIN ON DEBT FORGIVENESS
                    --------------------------------------
          As the 175 South West Temple debt was approaching its May 1, 1995
          maturity,  the Partnership  sought to  extend the  maturity date.
          Since the  amount of the debt  was in excess of  the carrying and
          market values of the  property and the existing lender  had shown
          no willingness  to extend  the maturity  date, or  otherwise work
          toward  a  realistic solution,  the  only prudent  action  was to
          negotiate an amicable foreclosure.

          On  April 27,  1995, the  deed of  trust  was foreclosed  and the
          lender  obtained  title to  the  property.  The outstanding  debt
          (including previously deferred interest) was $9,945,000 while net
          assets totaled $7,265,000, resulting in an extraordinary gain  on
          debt forgiveness of $2,680,000.

          Note. 6.  EXTRAORDINARY GAIN ON SALE OF PROPERTY
                    --------------------------------------

          On   June  10,  1994,  the   Partnership  sold  the  Las  Palomas
          Apartments, a 272-unit apartment complex located at 4040  Boulder
          Highway in Las Vegas, Nevada to the Las Palomas Associates, L.P.,
          a Delaware limited partnership  ("the buyer").  The buyer  is not
          affiliated  with  the Partnership  or  the Partnership's  general
          partners.    The   total  consideration  was  $10,387,000   cash.
          $7,078,000  of  the  sale  proceeds  were   used  to  payoff  the
          Partnership's  1st and 2nd trust deed  loans, which were formerly
          secured  by the  sold  property.   After  the loan  payoffs,  net
          settlement and  other prorations, including  transaction fees  of
          $312,000  payable  to the  general  partners,  $2,657,000 of  net
          proceeds were added to  the Partnership's reserves.  The  gain on
          sale totaled $2,095,000.






                                     Page 8 of 13






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

          Liquidity and Capital Resources
          -------------------------------
          Outlook Income/Growth Fund VIII was formed to  invest in improved
          real estate which would: (i) generate sufficient cash flow to pay
          expenses and  to  provide  funds  for  cash  distributions;  (ii)
          increase equity through  reduction of mortgages;  and (iii)  have
          potential for appreciation.

          The Partnership  has  three types  of  units: (i)  Current  Units
          (12,297 units currently outstanding);  (ii) Deferred Units (8,428
          units  currently outstanding);  and  (iii) Growth  Units  (14,275
          units currently outstanding). Each type  of unit was designed  to
          provide  a different type of return to the investor. Although the
          Partnership was  structured as a highly  leveraged investment, it
          anticipated paying high  current cash distributions  (9%) on  the
          Current  Units  because they  represented only  35% of  the funds
          raised  and the Partnership would be able to allocate all current
          cash  flow to  them. The  Partnership  paid distributions  on the
          Current  Units at  a 9%  annualized rate  from the  quarter ended
          September 30, 1986  through the quarter ended  December 31, 1987,
          and at  a 6% rate from January 1, 1988, through the quarter ended
          September 30,  1988, at which time  distributions were suspended.
          At  this time  distributions remain  suspended and  management is
          unable to predict when distributions will resume.

          On April 27, 1995, ownership of 175 South West Temple, a property
          in a joint venture where the Partnership was the general partner,
          was  turned over to the  lender in a  negotiated foreclosure sale
          prior to the debt's May 1, 1995 maturity. Since the amount of the
          debt  was in  excess of  the carrying  and market  values of  the
          property and  the existing  lender  had shown  no willingness  to
          extend the  maturity date, or  otherwise work toward  a realistic
          solution, the  only prudent action  was to negotiate  an amicable
          foreclosure. This negotiated foreclosure relieved the Partnership
          of its guarantee for a portion of the outstanding debt.

          Management's continuing  overall goal is to  preserve and protect
          the  Partnership's assets.   The  ongoing business  plan for  the
          Partnership  is to  strive to  improve its  cash flow  within the
          limitations  of local  market conditions,  reduce debt  and build
          reserves.  The Partnership  also continues to strive to  maintain
          stable  operations and  endure the  challenges of  the market  by
          keeping distributions suspended and  offering experienced day  to
          day management of income and expenditures.

          Results of Operations
          ---------------------
          The June  1994 sale of  an apartment complex  and the  April 1995
          negotiated foreclosure on 175 South West Temple, discussed above,
          account  for the majority of the decrease in total rental revenue
          from $3,845,000 during  the nine months ended  September 30, 1994
          to $2,371,000 during  the nine months  ended September 30,  1995.
          Additionally,  while the  Partnership has  experienced relatively


                                     Page 9 of 13






          stable average occupancy at San Mar Plaza and Huntington Breakers
          Apartments, there  has been a  decrease in  average occupancy  at
          Silver Creek Plaza.

          Interest and other  revenue has increased during  the nine months
          ended September  30, 1995 over the same period in 1994 due to the
          short-term investment of the June 1994 sale proceeds.  The modest
          increase in  interest and other  revenue during the  three months
          ended September  30, 1995 over  the three months  ended September
          30,  1994 is  a  direct result  of  additional advances  made  to
          Huntington Breakers, an unconsolidated  joint venture during  the
          quarter ended September 30, 1994.

          As would be  expected as  a result of  two property  dispositions
          (discussed above)  in 1994 and 1995,  operating expenses, general
          and  administrative,  interest   expense  and  depreciation   and
          amortization  decreased during  the nine  and three  months ended
          September 30, 1995 compared to the same periods in 1994.

          175 South West Temple:

          On March 6, 1995 a receiver was appointed to manage this property
          as  a precursor  to the  April 27,  1995 negotiated  foreclosure,
          discussed  above. An  extraordinary gain  on debt  forgiveness of
          $2,680,000   was   recognized   upon  the   completion   of  this
          transaction.

          San Mar Plaza:

          San Mar Plaza  was 97% occupied at September  30, 1995, which was
          one  percent below the 98% occupancy level at September 30, 1994.
          At  September 30,  1995, the  property had  2,650 square  feet of
          space vacant.   Two tenants,  occupying a total  of 2,650  square
          feet of space  are currently  on month to  month holdover  leases
          while another tenant whose  lease expired, has vacated its  1,050
          square foot  space.   Management continues  to market  its vacant
          spaces,  primarily targeting  national franchises  and multi-unit
          regional operators.

          Silver Creek:

          Silver  Creek was 75% occupied  at September 30,  1995, which was
          seven  percentage  points  less  than  the  September  30,   1994
          occupancy. The surrounding market is stable but potential tenants
          are  rate and  tenant improvement  sensitive. In  the first  nine
          months of 1995,  one tenant occupying  2,300 square feet  renewed
          its  lease while another tenant vacated a 7,000 square foot space
          upon  its  May 1995  lease  expiration.    Another tenant,  which
          occupied   approximately   3,000   square   feet   of   space  is
          approximately $29,000 delinquent in back  rent and was evicted in
          September  1995.  At this time, management believes that there is
          a strong possibility of collecting on this back rent.  With these
          spaces  opening  up,  management  has  been  negotiating  with  a
          prospective  tenant to lease 14,000  square feet of  space in the
          latter part of 1995, which encompasses the recently vacated 7,000
          square foot  vacancy previously discussed.   Management  believes


                                    Page 10 of 13






          that current marketing activity will result in new tenants in the
          next  six to twelve months. In  addition, management continues to
          actively market its vacant spaces and parcels. 

          Huntington Breakers Apartments:

          The  Huntington Breakers  Apartments  joint  venture  arrangement
          included   an  income   guaranty  from   the  developer   to  the
          Partnership. The  developer defaulted on the  income guaranty and
          no amounts were  ever paid. Following  lengthy negotiations,  the
          developer  agreed   to  pay  the  guaranteed   amounts,  but  the
          Partnership  allowed the payments to be deferred and collected as
          a priority  claim  against  future cash  flow.  Under  the  joint
          venture agreement,  the  Partnership  has  an  annual  cash  flow
          priority  of $700,000. The  property has never  reached this cash
          flow and no guaranty amounts have ever been received.

          The property was 91% occupied at September 30, 1995 and September
          30, 1994. Lower occupancies  in competing complexes have  led the
          competition to offer  heavy concessions and  lower rental  rates,
          but  management has  been able  to hold  back from  offering rent
          concessions  and  major  rate  reductions  of  its  own.  If  the
          competition continues  to cut their rental  rates, management may
          be driven to  respond accordingly. Through  all this,  management
          has  continued an  aggressive marketing  campaign to  attract new
          tenants  and  maintain  occupancy.  Despite  these  efforts,  the
          property has operated at a breakeven cash flow so far during 1995
          after  reserving  for  semi-annual  and  quarterly  debt  service
          payments.





























                                    Page 11 of 13






          PART II.  OTHER INFORMATION

          Item 1.   Legal Proceedings

                    The  Partnership  is not  a party  to,  nor any  of its
                    assets  the  subject  of, any  material  pending  legal
                    proceedings.

          Item 4.   Submission of Matters to a Vote of Security Holders 

                    None.                              

          Item 6.   Exhibits and Reports on Form 8-K

                    (a)  Exhibits

                    Exhibit #
                    ---------
                       27               Financial Data Schedule

                    (b)  Reports on Form 8-K

                    No reports on Form 8-K were required to be filed during
                    this reporting period.


































                                    Page 12 of 13






                                      SIGNATURES


          Pursuant to the  requirements 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.


                                   OUTLOOK INCOME/GROWTH FUND VIII,
                                   A CALIFORNIA LIMITED PARTNERSHIP       
           
                                   By: Glenborough Realty Corporation,
                                       a California corporation
                                       Managing General Partner




          Date: November 8, 1995       By:                                
                                          Andrew Batinovich
                                          Executive Vice President,
                                          Chief Financial Officer
                                          and Director



































                                    Page 13 of 13






                                      SIGNATURES

          Pursuant  to the requirements  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.



                                   OUTLOOK INCOME/GROWTH FUND VIII,
                                   A CALIFORNIA LIMITED PARTNERSHIP       
                     
                                   By: Glenborough Realty Corporation,
                                       a California corporation
                                       Managing General Partner




          Date: November 8, 1995       By: /s/ Andrew Batinovich        
                                          Andrew Batinovich
                                          Executive Vice President,
                                          Chief Financial Officer
                                          and Director
            


































                                    Page 13 of 13