UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


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

                  For the quarterly period ended June 30, 1997

                                       OR

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



                         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 June 30, 1997: 34,992




                                  Page 1 of 21
<PAGE>




PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements
<TABLE>

                                         OUTLOOK INCOME/GROWTH FUND VIII,
                                         A CALIFORNIA LIMITED PARTNERSHIP

                                                   Balance Sheets
                                     (in thousands, except units outstanding)
                                                    (Unaudited)
<CAPTION>
                                                                              June 30,
                                                                                 1997                December 31,
                                                                         (in Liquidation)                 1996
<S>                                                                           <C>                    <C>         
Assets
Investments in real estate:
    Rental property, net of accumulated
       depreciation of $2,808 at December 31, 1996                             $      ---            $     6,301
    Rental property held pending foreclosure                                        6,173                    ---
    Rental property held for sale                                                     ---                  9,490
                                                                               ----------            -----------
    Total real estate investments                                                   6,173                 15,791

Cash and cash equivalents                                                             851                    773
Accounts receivable, net                                                               68                     79
Investment in and advances to unconsolidated joint venture                            498                    ---
Deferred financing costs and other fees, net of accumulated
  amortization of $122 and $470 at June 30, 1997 and
  December 31, 1996, respectively                                                      26                    122
Other assets                                                                            7                     63
                                                                               ----------            -----------
           Total assets                                                        $    7,623            $    16,828
                                                                               ==========            ===========
Liabilities and Partners' Equity (Deficit)
Liabilities:
    Notes payable                                                              $    6,446            $    14,773
    Accounts payable and accrued expenses                                              69                    127
    Interest payable                                                                   50                      8
    Other liabilities                                                                  25                     58
                                                                               ----------            -----------
           Total liabilities                                                        6,590                 14,966
                                                                               ----------            ------------
Partners' equity (deficit):
    General Partner                                                                  (179)                  (162)
    Limited Partners, 34,992 limited partnership
       units outstanding                                                            1,212                  2,024
                                                                               ----------            ------------
           Total partners' equity                                                   1,033                  1,862
                                                                               ----------            ------------
              Total liabilities and partners' equity                           $    7,623            $    16,828
                                                                               ==========            ============
</TABLE>
                                                                              
                 See accompanying notes to financial statements.



                                  Page 2 of 21
<PAGE>




                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                            Statements of Operations
          (in thousands, except units outstanding and per unit amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                          Three months ended                       Six months ended
                                                               June 30,                                June 30,
                                                   (in Liquidation)                       (in Liquidation)
                                                         1997               1996                  1997              1996
<S>                                                 <C>                <C>                    <C>              <C>       

 Revenues:
   Rental income                                    $      558         $      611             $   1,128        $    1,216
   Interest and other income                                 5                 19                    13                40
                                                    ----------         ----------             ---------        ----------
        Total revenues                                     563                630                 1,141             1,256
                                                    ----------         ----------             ---------        ----------
Expenses:
   Operating, including $69 and $70 paid
     to affiliates in the six months ended
     June 30, 1997 and 1996, respectively                  207                184                   385               347
   Loss on sale of property                                599                ---                   599               ---
   Interest                                                299                363                   710               722
   Depreciation and amortization                            71                100                   143               253
   General and administrative, including
    $214 and $235 paid to affiliates in the
    six months ended June 30, 1997 and
    1996, respectively                                     126                146                   248               306
                                                    ----------         ----------               --------         --------
        Total expenses                                   1,302                793                 2,085             1,628
                                                    ----------         ----------              ----------       ----------
Loss from operations and disposition
   of investment in real estate                           (739)              (163)                 (944)             (372)
                                                    ----------         ----------              ----------      -----------
Income (loss) in unconsolidated
   joint venture                                            115               (86)                    115            (164)
                                                    -----------        ----------             -----------      -----------
Net loss                                            $     (624)        $     (249)            $     (829)      $     (536)
                                                    ===========        ==========             ===========      ===========
Net loss per limited partnership
   current unit                                     $   (49.68)        $   (19.84)            $   (66.03)      $   (42.72)
                                                    ==========         ==========             ===========      ===========
Number of limited partnership
   current units outstanding during
   the period used to compute net loss
   per limited partnership current unit                 12,297             12,297                12,297            12,297
                                                    ===========        ==========             ===========      ===========
</TABLE>

                 See accompanying notes to financial statements.



                                  Page 3 of 21
<PAGE>



                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                         Statements of Partners' Equity(Deficit)
        For the six months ended June 30, 1997 (in Liquidation) and 1996
                                 (in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>




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

<S>                                 <C>              <C>            <C>            <C>             <C>               <C>     

Balance at December 31, 1996        $     (162)      $    2,024     $      ---     $      ---       $   2,024        $  1,862

Net loss                                   (17)            (812)           ---            ---            (812)          (829)
                                    -----------      ----------     -----------     ----------      ----------       --------
Balance at June 30, 1997
   (in Liquidation)                 $     (179)      $    1,212     $      ---     $      ---       $   1,212        $  1,033
                                    ==========       ==========     ===========    ==========       ==========       ========

Balance at December 31, 1995        $     (128)      $    3,714     $      ---     $      ---       $   3,714        $  3,586

Net loss                                   (11)            (525)           ---            ---            (525)          (536)
                                    ----------       ----------     -----------    ----------       ----------       ---------
Balance at June 30, 1996            $     (139)      $    3,189     $      ---     $      ---       $   3,189        $  3,050
                                    ==========       ==========     ===========    ==========       ==========       =========


</TABLE>














                 See accompanying notes to financial statements.



                                  Page 4 of 21
<PAGE>






                                          OUTLOOK INCOME/GROWTH FUND VIII,
                                          A CALIFORNIA LIMITED PARTNERSHIP

                                              Statements of Cash Flows
                                                     (in thousands)
                                                     (Unaudited)
<TABLE>
<CAPTION>


                                                                                          Six months ended
                                                                                              June 30,
                                                                                      1997
                                                                               (in Liquidation)            1996
                                                                                --------------        -----------
<S>                                                                                <C>            <C>            
Cash flows from operating activities:
  Net loss                                                                         $     (829)    $         (536)
Adjustments to reconcile net loss to net
  cash used for operating activities:
    Loss on sale of property                                                              599               ---
    (Income) loss in unconsolidated joint venture                                        (115)               164
    Depreciation and amortization                                                         143                253
    Amortization of loan fees, included in interest expense                                41                  9
Changes in certain assets and liabilities:
    Accounts receivable                                                                    11                (47)
    Deferred financing costs and other fees                                              (112)               (22)
    Other assets                                                                           56                 (7)
    Accounts payable and accrued expenses                                                 (58)               (66)
    Interest payable                                                                      114                 59
    Other liabilities                                                                     (33)                (3)
                                                                                     ---------           ---------
       Net cash used for operating activities                                            (183)              (196)
                                                                                     ---------           ---------
Cash flows from investing activities:
    Payments received on notes receivable from unconsolidated
      joint venture                                                                       ---                180
    Increase in  notes receivable from unconsolidated
      joint venture                                                                      (383)              (375)
                                                                                      --------            --------
       Net cash used for investing activities                                            (383)              (195)
                                                                                      --------            --------
Cash flows from financing activities:
  Net proceeds from sale of property                                                    9,054                ---
  Net loan proceeds                                                                       140                ---
  Notes payable principal payments                                                     (8,550)               (81)
                                                                                      --------            --------
       Net cash provided by (used for) financing activities                               644                (81)
                                                                                      --------            --------
Net increase (decrease) in cash and cash equivalents                                       78               (472)

Cash and cash equivalents at beginning of period                                          773              1,816
                                                                                      --------            --------
Cash and cash equivalents at end of period                                         $      851         $    1,344
                                                                                      ========            ========
                                               - continued -
</TABLE>



                                  Page 5 of 21
<PAGE>






                                          OUTLOOK INCOME/GROWTH FUND VIII,
                                          A CALIFORNIA LIMITED PARTNERSHIP

                                       Statements of Cash Flows - continued -
                                                     (in thousands)
                                                     (Unaudited)
<TABLE>
<CAPTION>


                                                                                         Six months ended
                                                                                              June 30,
                                                                                      1997
                                                                               (in Liquidation)          1996
                                                                                ---------------      -------------
<S>                                                                                <C>               <C>          
Supplemental disclosure of cash flow information:
    Cash paid for interest                                                         $      627         $      655
                                                                                   ==========         ==========
Supplemental disclosure of refinancing activity:
    New financing                                                                  $    8,500         $      ---
    Original financing paid off in escrow                                              (8,277)               ---
    Increase in other assets and loan fees                                                (11)               ---
    Accrued interest expense paid through escrow                                          (72)               ---
                                                                                   ----------         ----------
Net loan proceeds                                                                  $      140         $      ---
                                                                                   ==========         ==========
Supplemental disclosure of property sale:
    Sales price                                                                    $    9,625         $      ---
    Sales commissions and fees                                                           (550)               ---
    Holdback funds for tenant improvements                                                (21)               ---
                                                                                   ----------         ----------
Net proceeds from sale of property                                                 $    9,054         $      ---
                                                                                   ==========         ==========
Loss on sale of property:
    Sales price, net of costs of sale                                              $    9,075         $      ---
    Less:  Basis in investment in real estate                                          (9,511)               ---
    Less:  Unamortized deferred financing costs and
       other fees                                                                        (163)               ---
                                                                                   ----------         ----------
    Loss on sale of property                                                       $     (599)        $      ---
                                                                                   ==========         ==========


</TABLE>







                 See accompanying notes to financialstatements.



                                  Page 6 of 21
<PAGE>






                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                                  June 30, 1997
                                (in Liquidation)
                                   (Unaudited)


Note 1.           THE PARTNERSHIP AND ITS SIGNIFICANT ACCOUNTING POLICIES

In the opinion of Glenborough  Corporation,  the managing general  partner,  the
accompanying unaudited 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"),  as of June 30,  1997 and  December  31,  1996,  and the related
statements of  operations,  for the three and six months ended June 30, 1997 and
1996, and the changes in partners'  equity  (deficit) and cash flows for the six
months ended June 30, 1997 and 1996.

As of June 30, 1997, the Partnership owned the following two real estate assets:
(i) San Mar Plaza, a shopping  center located in San Marcos,  Texas;  and (ii) a
50% general partner interest in Huntington Breakers Apartments,  Limited. On May
15,  1997,  the loan  secured  by San Mar  Plaza  matured.  Due to  unsuccessful
negotiations  with  the  lender  to  restructure  the  terms  of  the  debt  and
insufficient  equity in the property,  the  Partnership did not pay off the loan
upon maturity  and, as a result,  defaulted on the terms of the loan. On July 1,
1997, title to the San Mar Plaza property was transferred to the lender pursuant
to an  agreement  between  the  Partnership  and the lender.  On July 14,  1997,
Huntington  Breakers  Apartments,  Limited  entered  into a  purchase  and  sale
agreement with an unaffiliated  third party for the sale of its sole real estate
asset,  the  Huntington  Breakers  Apartment  complex.  Upon  completion  of the
above-noted transactions and the satisfaction of any remaining liabilities,  the
Partnership  plans to disburse any remaining  cash to the partners and liquidate
the Partnership.

The  Partnership  has three types of units:  (i)  Current  Units  (12,297  units
currently outstanding); (ii) Deferred Units (8,424 units currently outstanding);
and (iii) Growth Units (14,271 units currently  outstanding).  Each type of unit
was designed to provide a different type of return to the investor.

Basis of Accounting - The  accompanying  financial  statements as of and for the
six  months  ended  June  30,  1997  are  presented  on a  liquidation  basis of
accounting,  as the Partnership intends to liquidate upon completion of the sale
of the Huntington  Breakers Apartment complex.  The accounting during the period
of liquidation includes adjustments, where appropriate, of individual assets and
liabilities to their estimated net-realizable value. No write down was necessary
as of  June  30,  1997,  as  assets  are  stated  at  or  below  their  expected
net-realizable values.

Reclassifications  -  Certain 1996 balances have been reclassified to conform to
the current year presentation.



                                  Page 7 of 21
<PAGE>



                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                                  June 30, 1997
                                (in Liquidation)
                                   (Unaudited)


Note 2.           REFERENCE TO 1996 AUDITED FINANCIAL STATEMENTS

These  unaudited  financial  statements  should be read in conjunction  with the
Notes  to  Consolidated  Financial  Statements  included  in  the  1996  audited
financial statements.

Note 3.           TRANSACTIONS WITH AFFILIATES

In accordance with the Limited Partnership  Agreement,  the Partnership pays the
General  Partner,  Glenborough  Corporation  ("Glenborough"),  compensation  for
services provided to the Partnership.  Glenborough  provides property management
services and was compensated for such services as follows:

                                             Six months ended June 30,
                                            1997                 1996

Management fees                      $     58,000         $     58,000
Property management salaries               11,000               12,000
                                     -------------        -------------
                                     $     69,000         $     70,000

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 on behalf of the  Partnership.
Glenborough  was reimbursed  $214,000 and $235,000 for such expenses  during the
six  months  ended  June 30,  1997 and 1996,  respectively.  These  amounts  are
included in general and administrative expenses.

As of June 30, 1997,  GPA Ltd., a partnership  with the same General  Partner as
the Partnership, has purchased 2,766 limited partnership units (a 7.9% interest)
from two unaffiliated limited partners.

Note 4.           INVESTMENT IN UNCONSOLIDATED JOINT VENTURE

The Partnership  holds an undivided 50% general  partner  interest in Huntington
Breakers   Apartments,   Limited  (the  Breakers   Partnership).   The  Breakers
Partnership  owns a 342-unit  apartment  complex  located in  Huntington  Beach,
California which was completed in March 1986.



                                  Page 8 of 21
<PAGE>



                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                                  June 30, 1997
                                (in Liquidation)
                                   (Unaudited)


Net losses from operations are generally allocated  ninety-nine percent (99%) to
the  Partnership and one percent (1%) to the other partners in proportion to the
number of units held by each of the other  partners.  Net income from operations
will  be  allocated  in  the  same  amounts  and  in  the  same  ratios  as  any
distributions made to the partners, and then in the same amounts and in the same
ratios that previous  allocations of net losses from operations were made to the
partners. Thereafter,  allocations will be made to the partners in proportion to
the number of units held by each partner.

At December  31,  1996,  the  Partnership's  share of losses  from the  Breakers
Partnership exceeded its investments in and advances to the Breakers Partnership
by  approximately  $46,000.  These  excess  losses  were not  recognized  by the
Partnership  as it had no  obligations  to fund such losses.  The  Partnership's
share of net income from the Breakers  Partnership for the six months ended June
30, 1997 exceeded the  unrecognized  losses as of December 31, 1996.  Therefore,
the 1997 income from the Breakers  Partnership has been netted with the deferred
losses  as of  December  31,  1996,  and the  remaining  income of  $115,000  is
reflected  in the  accompanying  statement of  operations  for the three and six
months  ended  June 30,  1997.  During the  quarter  ended  June 30,  1997,  the
Partnership  advanced  Breakers  Partnership  $383,000  which is included in the
accompanying balance sheet at June 30, 1997.



                                  Page 9 of 21
<PAGE>



                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                                  June 30, 1997
                                (in Liquidation)
                                   (Unaudited)

Summary condensed balance sheet information as of June 30, 1997 and December 31,
1996,  and condensed  statements of operations for the six months ended June 30,
1997 and 1996, are as follows (in thousands):
<TABLE>
<CAPTION>

                                        Huntington Breakers Apartments, Limited,
                                            A California Limited Partnership
                                                     Balance Sheets

                                                                          June 30,                 December 31,
                                                                             1997                       1996
<S>                                                                     <C>                        <C>           

Net real estate investment, held for sale                               $     15,918               $     15,763
Other assets                                                                   1,371                      1,279
                                                                        ------------               ------------
         Total assets                                                   $     17,289               $     17,042
                                                                        ============               ============

Notes payable                                                           $     19,292               $     19,761
Notes payable to Outlook Income/Growth Fund VIII                               1,445                      1,014
Other liabilities                                                              1,201                      1,078
                                                                        ------------               ------------
         Total liabilities                                                    21,938                     21,853
                                                                        ------------               ------------
Partners' deficit:
         Outlook Income/Growth Fund VIII                                      (3,025)                    (3,185)
         Other Partners, net                                                  (1,624)                    (1,626)
                                                                        ------------               -------------
         Total partners' deficit                                              (4,649)                    (4,811)
                                                                        ------------               -------------
Total liabilities and partners' deficit                                 $     17,289               $     17,042
                                                                        ============               =============
</TABLE>

                    Huntington Breakers Apartments, Limited,
                        A California Limited Partnership
                       Condensed Statements of Operations
                 For the six months ended June 30, 1997 and 1996
<TABLE>
<CAPTION>

                                                                             1997                       1996
<S>                                                                    <C>                         <C>          

Revenues                                                                $      1,823               $       1,812
Expenses                                                                       1,661                       1,978
                                                                        ------------               -------------
Net income (loss)                                                       $        162               $       (166)
                                                                        ============               =============
</TABLE>



                                 Page 10 of 21
<PAGE>



                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                                  June 30, 1997
                                (in Liquidation)
                                   (Unaudited)


As of June 30, 1997, the Breakers Partnership has a $16,000,000,  7-day variable
rate (4.00% at June 30, 1997) note payable  secured by a first deed of trust and
letter  of  credit  in the  amount of  $16,184,000.  The note  requires  monthly
interest  only  installments  and  matures  on July 1,  2014,  at which time all
remaining principal and interest will be due and payable.

The Breakers  Partnership also has a $3,292,000 note payable secured by a second
trust  deed.  The note  accrues  interest  at LIBOR plus 1.5% (7.21% at June 30,
1997) and is payable in monthly interest only  installments  until June 1, 2001,
at which time all remaining principal and interest will be due and payable.

Huntington   Breakers  must  comply  with  certain  covenants  relating  to  the
aforementioned  notes which include maintenance of a Cash Collateral Account, as
defined,  quarterly  excess property income payments (total property income less
carrying costs,  operating  expenses,  management  fees, debt service  payments,
capital  expenditures and bond interest fees and expenses equals excess property
income),  and the holding open for lease of at least 20% of the property's units
to tenants  qualifying as "low income".  For the six months ended June 30, 1997,
the  Partnership  paid $469,000 in excess  property  income.  It is management's
opinion that the  Partnership  is in compliance  with all required  terms of the
loan agreement.

On July 14,  1997,  the  Breakers  Partnership  entered into a purchase and sale
agreement  with an  unaffiliated  third  party  for the  sale of the  Huntington
Breakers  Apartment  complex.  The sale is expected  to close  escrow in October
1997; however, the sale is subject to a number of contingencies and accordingly,
there  can be no  assurance  that the sale  will be  consummated.  The  Breakers
Partnership  would use the proceeds from the sale to pay off the related debt on
the  property,  advances  and amounts due to  Partners,  guaranty  payments  and
preference accounts.

Note 5.           DISPOSITION OF PROPERTY

On May 28, 1997,  the  Partnership  sold Silver Creek Plaza,  a retail  shopping
center located at 1759 East Capitol Expressway in San Jose, California to Summit
Commercial  Properties,  Incorporated  an  unrelated  party ("the  buyer"),  for
$9,625,000.  The sale  proceeds  were  used to pay off the loan  secured  by the
property in the amount of $8,500,000  and  settlement  and other closing  costs,
including transaction fees payable to the general partner.



                                 Page 11 of 21
<PAGE>



                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                                  June 30, 1997
                                (in Liquidation)
                                   (Unaudited)


Note 6.           NOTES PAYABLE

On January 22, 1997,  the  Partnership  obtained an  $8,500,000  loan from Wells
Fargo Bank and paid off the  matured  first and second  deeds of trust on Silver
Creek  Plaza which had a total  outstanding  balance of  $8,277,000.  On May 28,
1997, the  $8,500,000  loan was paid off upon the sale of the Silver Creek Plaza
shopping center.

Note 7.           SUBSEQUENT EVENT

On May 15, 1997, the note payable  secured by San Mar Plaza,  a shopping  center
located at 900 Highway 80 in San Marcos,  Texas,  matured.  Due to  unsuccessful
negotiations  with  the  lender  to  restructure  the  terms  of  the  debt  and
insufficient  equity in the Property,  the Partnership did not pay off the loan.
On July 1, 1997,  title to the San Mar Plaza  property  was  transferred  to the
lender pursuant to an agreement  between the  Partnership and the lender.  As of
July  1,  1997,  the  outstanding  loan  balance  secured  by the  Property  was
$6,436,000 and the net assets approximated $6,199,000.

The following pro forma financial statements represent the Partnership's balance
sheet and  statement of  operations  as of and for the six months ended June 30,
1997 and for the year ended December 31, 1996, as if the  foreclosure of San Mar
Plaza had occurred on January 1, 1996.

The pro forma adjustments reflect the sale of Silver Creek Plaza shopping center
and the disposition of San Mar Plaza.




                                 Page 12 of 21
<PAGE>



                                            OUTLOOK INCOME /GROWTH FUND VIII,
                                          A CALIFORNIA LIMITED PARTNERSHIP


                                              Notes to Financial Statements

                                                      June 30, 1997
                                                    (in Liquidation)
                                                       (Unaudited)


                                               Pro forma Balance Sheet
                                                   As of June 30, 1997
                                      (in thousands, except units outstanding)
                                                       (Unaudited)
<TABLE>
<CAPTION>


                                                               Silver Creek         San Mar
                                             Historical(1)    Disposition(2)     Disposition(3)    Pro Forma
<S>                                         <C>               <C>               <C>              <C>          

Assets Investment in real estate:
   Rental property held pending
   foreclosure                              $        6,173    $         ---     $      (6,173)   $         ---
                                            --------------    ---------------   --------------   -------------
       Total real estate investment                  6,173              ---            (6,173)             ---

Cash and cash equivalents                              851              ---               ---              851
Accounts receivable, net                                68              (37)              (24)               7
Investment in and advances to
   unconsolidated joint venture                        498              ---               ---              498
Deferred financing costs and
   other fees, net                                      26              ---               (26)             ---
Other assets                                             7               (5)               (2)             ---
                                            ---------------   ---------------   --------------   -------------
       Total assets                         $        7,623    $         (42)    $      (6,225)   $       1,356
                                            ==============    ===============   ==============   =============
</TABLE>








                                               - continued -




                                 Page 13 of 21
<PAGE>



                                            OUTLOOK INCOME /GROWTH FUND VIII,
                                          A CALIFORNIA LIMITED PARTNERSHIP


                                              Notes to Financial Statements

                                                      June 30, 1997
                                                    (in Liquidation)
                                                       (Unaudited)


                                         Pro forma Balance Sheet - continued
                                                   As of June 30, 1997
                                      (in thousands, except units outstanding)
                                                       (Unaudited)
<TABLE>
<CAPTION>


                                                               Silver Creek         San Mar
                                             Historical(1)    Disposition(2)     Disposition(3)    Pro Forma
<S>                                         <C>               <C>               <C>              <C>            

Liabilities and Partners' Equity (Deficit)
Liabilities:
   Note payable                             $        6,446    $         ---     $      (6,446)   $         ---
   Accounts payable and accrued
     expenses                                           69              ---               (52)              17
   Interest payable                                     50              ---               (50)             ---
   Other liabilities                                    25               (5)              (20)             ---
                                            --------------    --------------    --------------   --------------
     Total liabilities                               6,590               (5)           (6,568)              17
                                            --------------    --------------    --------------   --------------
Partners' equity (deficit):
   General Partner                                    (179)              (1)                7             (173)
   Limited Partners, 34,992 limited
     partnership units outstanding                   1,212              (36)              336            1,512
                                            --------------    --------------    -------------    ---------------
     Total partners' equity                          1,033              (37)              343            1,339
                                            --------------    --------------    -------------    ---------------
         Total liabilities and
           partners' equity                 $        7,623    $         (42)    $      (6,225)   $       1,356
                                            ==============    ==============    =============    ===============

</TABLE>





                                               - continued -



                                 Page 14 of 21
<PAGE>



                                            OUTLOOK INCOME /GROWTH FUND VIII,
                                          A CALIFORNIA LIMITED PARTNERSHIP

                                              Notes to Financial Statements

                                                      June 30, 1997
                                                    (in Liquidation)
                                                       (Unaudited)
<TABLE>
<CAPTION>

                                          Pro forma Statement of Operations
                                        For the six months ended June 30, 1997
                            (in thousands, except per unit amounts and units outstanding)
                                                     (Unaudited)

                                                               Silver Creek         San Mar
                                             Historical(1)    Disposition(2)     Disposition(3)    Pro Forma
<S>                                         <C>               <C>               <C>              <C>            
Revenues:
    Rental income                           $        1,128    $        (596)    $        (532)   $         ---
    Interest income                                     13              ---               ---               13
                                            --------------    --------------    --------------   --------------
           Total revenues                            1,141             (596)             (532)              13
                                            --------------    --------------    --------------   --------------
Expenses:
    Operating                                          385             (260)             (125)             ---
    Loss on sale of property                           599             (599)              ---              ---
    Interest                                           710             (402)             (308)             ---
    Depreciation and amortization                      143              (10)             (133)             ---
    General and administrative                         248              (63)              (48)             137
                                             -------------    --------------    --------------    --------------
           Total expenses                            2,085           (1,334)             (614)             137
                                             -------------    -------------     --------------    --------------
Loss from operations and dispositions
    of investments in real estate                     (944)             738                82             (124)
                                             --------------   -------------     --------------    ---------------
Income in unconsolidated joint
    venture                                            115              ---               ---              115
                                            --------------    -------------     --------------   ----------------
Net loss                                    $         (829)   $         738     $          82    $          (9)
                                            ==============    =============     ==============   ================
Net loss per limited partnership
current unit                                $       (66.03)   $         ---     $         ---    $       (0.72)
                                            ===============   =============     ==============   =================
Number of limited  partnership  current
 units outstanding during the period used
 to compute net loss per limited
 partnership current unit                           12,297           12,297            12,297           12,297
                                            ===============  ==============     ==============   =================
</TABLE>

                                               - continued -



                                 Page 15 of 21
<PAGE>



                                            OUTLOOK INCOME /GROWTH FUND VIII,
                                          A CALIFORNIA LIMITED PARTNERSHIP

                                              Notes to Financial Statements

                                                      June 30, 1997
                                                    (in Liquidation)
                                                       (Unaudited)
<TABLE>
<CAPTION>

                                          Pro forma Statement of Operations
                                        For the year  ended  December  31, 1996
                             (in  thousands, except  per unit amounts and units outstanding)
                                                     (Unaudited)

                                                               Silver Creek         San Mar
                                             Historical(1)    Disposition(2)     Disposition(3)    Pro Forma
<S>                                         <C>               <C>               <C>              <C>          
Revenues:
    Rental income                           $        2,333    $      (1,300)    $      (1,033)   $         ---
    Interest and other income                           57              ---               ---               57
                                            --------------    --------------    --------------   -------------
           Total revenues                            2,390           (1,300)           (1,033)              57
                                            --------------    --------------    --------------   -------------
Expenses:
    Operating                                          706             (464)             (242)             ---
    Interest                                         1,451             (826)             (625)             ---
    Depreciation and amortization                      530             (262)             (268)             ---
    General and administrative                         574             (139)             (105)             330
                                            --------------    --------------    --------------   -------------
           Total expenses                            3,261           (1,691)           (1,240)             330
                                            --------------    --------------    --------------   -------------
Net loss from operations                              (871)             391               207            (273)
 
Loss in unconsolidated
    joint venture                                     (853)             ---               ---            (853)
                                            ---------------   --------------    --------------   -------------
Net loss                                    $       (1,724)   $         391     $         207    $     (1,126)
                                            ===============   ==============    ==============   =============
Net loss per limited partnership
    current unit:                           $      (137.43)             ---     $         ---    $     (89.74)
                                            ==============    ==============    ==============   =============
Number of limited  partnership
  current units outstanding during
  the period used to compute net
  loss per limited partnership
  current unit                                    12,297           12,297            12,297           12,297
                                            ==============    ==============    ==============    ============
</TABLE>


                                 Page 16 of 21
<PAGE>



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

Liquidity and Capital Resources

On May 28, 1997, the  Partnership  sold Silver Creek Plaza to Summit  Commercial
Properties, Incorporated , an unrelated party, for $9,625,000. The sale proceeds
were  used to pay  off the  loan,  secured  by the  property  in the  amount  of
$8,500,000 and settlement and other closing costs,  including  transaction  fees
payable to the general partner. The loss on sale totaled $599,000.

As of June 30, 1997, the  Partnership  owns a 96,206 square foot shopping center
(San Mar Plaza) and a 50% joint venture interest in a 342-unit apartment complex
(Huntington Breakers Apartments). The loan secured by the San Mar Plaza property
matured on May 15, 1997.  Due to  unsuccessful  negotiations  with the lender to
restructure the terms of the debt and insufficient equity in the Property, title
to the property was transferred to the lender  pursuant to an agreement  between
the Partnership and the lender on July 1, 1997.

On July 14,  1997,  the  Breakers  Partnership  entered into a purchase and sale
agreement  with an  unaffiliated  third  party  for the  sale of the  Huntington
Breakers  Apartment  complex.  The sale is expected  to close  escrow in October
1997; however, the sale is subject to a number of contingencies and accordingly,
there can be no assurance that the sale will be  consummated.  With the proceeds
from the sale,  the Breakers  Partnership  would pay off the related debt on the
property, advances and amounts due to Partners, guaranty payments and preference
accounts.

Upon  completion  of  the  above-noted  transactions  and  satisfaction  of  any
remaining liabilities, the Partnership intends to disburse any remaining cash to
the  partners  and  liquidate  the  Partnership.  Management  believes  that the
Partnership's  cash on hand as of June 30,  1997,  together  with  the  expected
proceeds from the potential sale of Huntington  Breakers,  will be sufficient to
fund the Partnership operations through the dissolution of the Partnership.

Results of Operations

The $53,000  and $88,000  decreases  in rental  income  during the three and six
months ended June 30, 1997  compared to the same periods in 1996 were due to the
May 28, 1997 sale of Silver  Creek Plaza and a reduction in occupancy at the San
Mar Plaza  property.  The  occupancy  rates at San Mar Plaza were 87% and 97% at
June 30, 1997 and June 30, 1996, respectively.

Interest and other income decreased by $14,000 and $27,000, respectively, during
the three and six months  ended June 30, 1997  compared  to the same  periods in
1996,  as a result of a lower average  invested  cash balance of $1,295,000  and
$635,000 for the three and six months ended June 30, 1997 compared to $1,769,000
and $1,300,000 for the three and six months ended June 30, 1996.



                                 Page 17 of 21
<PAGE>



During the three and six months  ended June 30,  1997  compared to the three and
six months  ended June 30,  1996,  operating  expenses  increased by $23,000 and
$38,000,  respectively.  The Silver Creek Plaza property  realized a $22,000 and
$32,000  increase in  operating  expenses  during the three and six months ended
June 30, 1997, due to the 1997 payment of supplemental  property taxes which was
partially offset by the overall decrease in operating  expenses  associated with
the sale of the property on May 28, 1997.

The $599,000  loss on sale of property  included in the  Partnership's  June 30,
1997 statement of operations resulted from the sale of Silver Creek Plaza.

The decrease in interest expense of $64,000 and $12,000 during the three and six
months ended June 30, 1997  compared to the same  periods in 1996,  is primarily
due to the pay off of the secured debt upon the sale of Silver Creek Plaza.

Due to the cessation of  depreciation  on Silver Creek Plaza,  depreciation  and
amortization decreased by $29,000 and $110,000,  respectively,  during the three
and six months ended June 30, 1997 compared to the same periods in 1996.

During the three and six months ended June 30, 1997 compared to the same periods
in 1996, general and  administrative  expenses decreased by $20,000 and $58,000,
respectively,  as a result of lower legal fees due to a 1996  settlement,  lower
professional fees attributable to non-recurring property appraisal fees incurred
in 1996.

The income (loss) in unconsolidated  joint venture  represents the Partnership's
share of income (loss) in the Huntington Breakers Apartments joint venture.

 Huntington Breakers Apartments

The Huntington  Breakers  Apartments joint venture agreement  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  Huntington   Breakers  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 96% occupied at June 30, 1997,  which is two percentage  points
higher than the June 30, 1996, occupancy. Occupancies in the competing complexes
have improved and the competition has reduced rental concessions offered to draw
in new tenants.  Management  believes  the market has improved and  continues an
aggressive marketing campaign to attract new tenants and maintain occupancy.



                                 Page 18 of 21
<PAGE>




Huntington  Breakers total  expenses have decreased  during the six months ended
June 30,  1997  compared to the same  period in 1996,  primarily  as a result of
reduction in interest  expense of $253,000,  due to the  financing  arrangements
obtained in July 1996,  combined with the cessation of  depreciation  on June 1,
1997 when Huntington Breakers became classified as property held for sale.



                                 Page 19 of 21
<PAGE>



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 2.           Changes in Securities

                  Not applicable.

Item 3.           Defaults Upon Senior Securities

                  Not applicable.

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

                  None.

Item 5.           Other Information

                  None.

Item 6.           Exhibits and Reports on Form 8-K

                  (a)  Exhibits

                  #27 - Financial Data Schedule

                  (b)  Reports on Form 8-K

                  On June 9, 1997,  the  Partnership  filed a Current  Report on
                  Form 8-K with  respect to the sale of Silver  Creek  Plaza,  a
                  retail shopping center located at 1759 East Capitol Expressway
                  in San Jose, California.

                  On July 15, 1997,  the  Partnership  filed a Current Report on
                  Form 8-K with respect to the July 1, 1997  foreclosure  of San
                  Mar Plaza, a shopping  center located at 900 Highway 80 in San
                  Marcos, Texas.



                                 Page 20 of 21
<PAGE>



                                                       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 Corporation,
                              a California corporation
                              Its Managing General Partner




Date: August 14, 1997   By:  /s/ Terri Garnick
                             Terri Garnick
                             Chief Financial Officer

                                 Page 21 of 21
<PAGE>