FORM 10-Q

                UNITED STATES 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 March 31, 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 March 31, 1997: 34,992



                                  Page 1 of 16
<PAGE>


PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements

                                         OUTLOOK INCOME/GROWTH FUND VIII,
                                         A CALIFORNIA LIMITED PARTNERSHIP

                                                   Balance Sheets
                                     (in thousands, except units outstanding)
                                                    (Unaudited)
<TABLE>
<CAPTION>

                                                                      March 31,             December 31,
<S>                                                                  <C>                    <C>         
                                                                        1997                    1996
Assets
Investments in real estate:
    Rental property, net of accumulated depreciation of
       $2,872 and $2,808 at March 31, 1997 and
       December 31, 1996, respectively                               $    6,237            $     6,301
    Rental property held for sale                                         9,490                  9,490
                                                                     ----------            -----------
    Total real estate investments                                        15,727                 15,791

Cash and cash equivalents                                                   899                    773
Accounts receivable, net                                                     25                     79
Advances to unconsolidated joint venture                                     50                    ---
Deferred financing costs and other fees, net of accumulated
    amortization of $384 and $470 at March 31, 1997 and
    December 31, 1996, respectively                                         195                    122
Other assets                                                                 11                    63
                                                                     ----------            -----------

           Total assets                                              $   16,907            $    16,828
                                                                     ==========            ===========

Liabilities and Partners' Equity (Deficit)
Liabilities:
    Notes payable                                                    $   14,976            $    14,773
    Accounts payable and accrued expenses                                    90                    127
    Interest payable                                                        122                      8
    Other liabilities                                                        62                     58
                                                                     ----------            -----------

           Total liabilities                                             15,250                 14,966
                                                                     ----------            -----------

Partners' equity (deficit):
    General Partner                                                        (166)                  (162)
    Limited Partners, 34,992 limited partnership
       units outstanding                                                  1,823                  2,024
                                                                     ----------            -----------

           Total partners' equity                                         1,657                  1,862
                                                                     ----------            -----------

              Total liabilities and partners' equity                 $   16,907            $    16,828
                                                                     ==========            ===========

                 See accompanying notes to financial statements.

</TABLE>

                                  Page 2 of 16
<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
                                                                        March  31
                                                                -----------------
                                                              1997                   1996
                                                             ------                 -----
Revenues:
<S>                                                         <C>                  <C>      
    Rental income                                           $    570             $     605
    Interest and other income                                      8                    21
                                                            --------              --------

         Total revenues                                          578                   626
                                                            --------              --------

Expenses:
    Operating,  including  $36 and $34 paid
      to affiliates  in the three  months
      ended March 31, 1997 and 1996,
      respectively                                               178                   163
    Interest                                                     411                   359
    Depreciation and amortization                                 72                   153
    General and  administrative, including $106
      and $118 paid to affiliates inthe three
      months ended March 31, 1997 and 1996,
      respectively                                               122                   160
                                                            --------              --------

         Total expenses                                          783                   835
                                                            --------              --------

Loss from operations                                            (205)                 (209)
                                                             --------               -------

Loss in unconsolidated joint venture                              ---                  (78)
                                                             ---------              -------

Net loss                                                     $   (205)            $   (287)
                                                              ========             ========

Net loss per limited partnership
    current unit                                            $  (16.35)           $ (22.87)
                                                            =========            ========

Number of limited partnership current
    units outstanding during the period
    used to compute net loss per
    limited partnership current unit                          12,297               12,297
                                                            ========             ========


                 See accompanying notes to financialstatements.

</TABLE>

                                  Page 3 of 16
<PAGE>


                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                         Statements of Partners' Equity
                      (Deficit) For the three months ended
                             March 31, 1997 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                                     (4)            (201)           ---            ---            (201)        (205)
                                     ----------       ----------     ----------     ----------       ---------   ----------

Balance at March 31, 1997            $     (166)      $    1,823     $      ---     $      ---       $   1,823     $  1,657
                                     ==========       ==========     ==========     ==========       =========    =========

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

Net loss                                     (6)            (281)           ---            ---            (281)        (287)
                                     ----------       ----------     ----------     ----------       ---------   ----------

Balance at March 31, 1996            $     (134)      $    3,433     $      ---     $      ---       $   3,433     $  3,299
                                     ==========       ==========     ==========     ==========       =========   ===========

</TABLE>















                 See accompanying notes to financialstatements.



                                  Page 4 of 16
<PAGE>


                                          OUTLOOK INCOME/GROWTH FUND VIII,
                                          A CALIFORNIA LIMITED PARTNERSHIP

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

                                                                           Three months ended
                                                                                March 31,
                                                                           1997               1996
Cash flows from operating activities:
<S>                                                                <C>                <C>         
  Net loss                                                         $       (205)      $      (287)
Adjustments to reconcile net loss to net
  cash provided by (used for) operating activities:
    Loss in unconsolidated joint venture                                    ---                 78
    Depreciation and amortization                                            72                153
    Amortization of loan fees, included in interest expenses                 27                  2
Changes in certain assets and liabilities:
    Accounts receivable                                                      54                (46)
    Deferred financing costs and other fees                                 (37)               (13)
    Other assets                                                            (8)                (49)
    Accounts payable and accrued expenses                                   (37)               (53)
    Interest payable                                                        186                 59
    Other liabilities                                                         4                 (5)
                                                                     ----------         ----------

       Net cash provided by (used for) operating activities                  56               (161)
                                                                     ----------         ----------

Cash flows from investing activities:
    Payments received on notes receivable from unconsolidated
      joint venture                                                         ---                105
    Increase in  notes receivable from unconsolidated
      joint venture                                                         (50)               ---
                                                                     ----------         ----------

       Net cash provided by (used for) investing activities                 (50)               105
                                                                     ----------         ----------

Cash flows from financing activities:
  Net loan proceeds                                                         140                ---
  Notes payable principal payments                                          (20)               (38)
                                                                     ----------         ----------

       Net cash provided by (used for) financing activities                 120                (38)
                                                                     ----------         ----------

Net increase (decrease) in cash and cash equivalents                        126                (94)

Cash and cash equivalents at beginning of period                            773              1,816
                                                                     ----------         ----------

Cash and cash equivalents at end of period                           $      899         $    1,722
                                                                     ==========         ==========
</TABLE>



                                                    - continued -


                                  Page 5 of 16
<PAGE>



                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

              Statements of Cash Flows - continued - (in thousands)
                                   (Unaudited)




Supplemental disclosure of cash flow information:
    Cash paid for interest                            $      270     $      298
                                                      ==========     ==========

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     $      ---
                                                      ==========      =========




























                 See accompanying notes to financial statements.



                                  Page 6 of 16
<PAGE>




                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP
                          Notes to Financial Statements

                                 March 31, 1997
                                   (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 March 31, 1997 and  December  31,  1996,  and the related
statements  of  operations,  changes in partners'  equity and cash flows for the
three months ended March 31, 1997 and 1996.

Management intends to present a plan of Partnership  liquidation for an investor
vote in 1997. The carrying value of the  investments in real estate at March 31,
1997 does not purport to represent the ultimate sales price the Partnership will
realize from the  disposition  of these assets nor are the amounts  reflected in
the accompanying  financial statements intended to represent the ultimate amount
to be distributed to partners if the plan is adopted.

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 have been prepared
on the  accrual  basis of  accounting  in  accordance  with  generally  accepted
accounting  principles  under the presumption that the Partnership will continue
as a going concern. As discussed above,  management intends to present a plan of
Partnership  liquidation for an investor vote in 1997. However,  the liquidation
proceeds and the timing thereof are not currently estimable,  nor is approval of
such plan assured.  Accordingly,  the accompanying  financial  statements do not
provide for any adjustments  relating to the aforementioned  plan of liquidation
if it is adopted.

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

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.



                                  Page 7 of 16
<PAGE>


                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP
                          Notes to Financial Statements

                                 March 31, 1997
                                   (Unaudited)


Note 3.           TRANSACTIONS WITH AFFILIATES

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

                                            Three months ended March 31,
                                             1997                       1996
Management fees                        $     30,000               $     28,000
Property management salaries                  6,000                      6,000
                                       ------------               ------------
                                       $     36,000               $     34,000
                                       ============               ============

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  $106,000 and $118,000 for such expenses  during the
three  months  ended March 31, 1997 and 1996,  respectively.  These  amounts are
included in general and administrative expenses.

As of March 31, 1997, GPA Ltd., a partnership  with the same general  partner as
the Partnership,  has purchased 1,953 limited  partnership units (a 6% interest)
from two unaffiliated  limited partners.  In April, 1997, GPA Ltd.,  acquired an
additional 813 limited partnership units from an unaffiliated limited partner.

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.

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 first quarter of 1997
was equal to the unrecognized losses from 1996. Therefore,  the 1997 income from
the Breakers Partnership has been netted with the deferred losses as of December
31, 1996, and no income or loss from investment in unconsolidated  joint venture
has been  reflected in the  accompanying  statement of operations  for the three
months  ended March 31,  1997.  During the quarter  ended  March 31,  1997,  the
Partnership  advanced  Breakers  Partnership  $50,000  which is  included in the
accompanying balance sheet at March 31, 1997.

                                  Page 8 of 16
<PAGE>

                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP
                          Notes to Financial Statements

                                 March 31, 1997
                                   (Unaudited)


Summary  condensed  balance sheet  information as of March 31, 1997 and December
31, 1996,  and condensed  statements  of  operations  for the three months ended
March 31, 1997 and 1996, are as follows (in thousands):

                    Huntington Breakers Apartments, Limited,
                        A California Limited Partnership
                                 Balance Sheets
<TABLE>
<CAPTION>

                                                         March 31,                December 31,
                                                            1997                       1996
<S>                                                    <C>                        <C>         
Net real estate investment                             $     15,737               $     15,763
Other assets                                                  1,370                      1,279
                                                       ------------               ------------
         Total assets                                  $     17,107               $     17,042
                                                       ============               ============

Notes payable                                          $     19,535               $     19,761
Notes payable to Outlook Income/Growth Fund VIII              1,085                      1,014
Other liabilities                                             1,253                      1,078
                                                       ------------               ------------

         Total liabilities                                   21,873                     21,853
                                                       ------------               ------------

Partners' deficit:
         Outlook Income/Growth Fund VIII                     (3,140)                    (3,185)
         Other Partners, net                                 (1,626)                    (1,626)
                                                       ------------               ------------

         Total Partners' Deficit                             (4,766)                    (4,811)
                                                       ------------               ------------

                                                       $     17,107               $     17,042
                                                       ============               ============
</TABLE>

                    Huntington Breakers Apartments, Limited,
                        A California Limited Partnership
                       Condensed Statements of Operations
               For the three months ended March 31, 1997 and 1996

                                     1997                       1996
                                   ----------                 --------
Revenues                        $     891               $        899
Expenses                              845                        977
                                   ----------                 ---------

Net income (loss)               $      46               $        (78)
                                   ==========                 =========

                                  Page 9 of 16
<PAGE>

                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP
                          Notes to Financial Statements

                                 March 31, 1997
                                   (Unaudited)


As of March 31, 1997, the Breakers Partnership has a $16,000,000, 7-day variable
rate (3.45% at March 31, 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 $3,535,000 note payable secured by a second
trust  deed.  The note  accrues  interest at LIBOR plus 1.5% (6.97% at March 31,
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 (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 three months ended March 31, 1997,
the  Partnership  paid  $226,000  in  excess  property  income  payments.  It is
management's  opinion that the  Partnership  is in compliance  with all required
terms of the loan agreement.

Note 5.               NOTES PAYABLE

A  summary  of notes  payable  as of  March  31,  1997  and 1996 are as  follows
(outstanding balances in thousands):
<TABLE>
<CAPTION>
<S>                                                                                <C>               <C> 
                                                                                   1997               1996
                                                                                   ----               ----
9.38% note payable  related to San Mar Plaza,  secured by a first deed of trust;
payable in monthly  principal and interest  installments  of $60,600 through the
maturity  date of April  1,1997,  at  which  time all  remaining  principal  and
interest  became  due and  payable.  Management  and the  lender  are  currently
negotiating an amendment to the loan;  however,  a viable agreement has not been
reached  as of the  date of the  filing  and the  ultimate  resolution  as to an
amendment to the loan agreement is not presently determinable.                     $ 6,476           $ 6,590

$8,500,000  note payable  related to Silver  Creek Plaza,  secured by a
first  deed of trust;  bears  interest  at the Wells  Fargo  Bank prime
rate plus one and one-half  percent (10% at March 31,  1997),  requires
monthly  interest  only payments and has a maturity date of January 22,
1998.                                                                                8,500               ---



                                 Page 10 of 16
<PAGE>


                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP
                          Notes to Financial Statements

                                 March 31, 1997
                                   (Unaudited)


9.75%  matured  note payable  related to Silver Creek Plaza,  secured by a first
deed of trust. 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.                                                                 ---             7,324

9.5%  matured note  payable  related to Silver Creek Plaza,  secured by a second
deed of trust. On January 22, 1997, the Partnership  obtained an $8,500,000 loan
from Wells Fargo Bank and paid-off the maturedfirst and second deeds of trusts
 on Silver Creek Plaza                                                                 ---             1,007
                                                                                   --------          ---------

Total notes payable                                                                $ 14,976          $14,921
                                                                                    ========         =========
</TABLE>




                                 Page 11 of 16
<PAGE>






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

Liquidity and Capital Resources

Outlook  Income/Growth  Fund  VIII  (the  Partnership)  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 (8,424 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. 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 June 30, 1986
through the quarter  ended  December 31, 1987,  and at a 6% rate from January 1,
1988,  through the quarter ended June 30, 1988, at which time distributions were
suspended.  At this time distributions remain suspended and management is unable
to predict when distributions will resume.

Management intends to present a plan of Partnership  liquidation for an investor
vote in 1997. The carrying value of the  investments in real estate at March 31,
1997 does not purport to represent the ultimate sales price the Partnership will
realize from the  disposition  of these assets nor are the amounts  reflected in
the accompanying  financial statements intended to represent the ultimate amount
to be distributed to partners if the plan is adopted.

On January 22, 1997,  the  Partnership  obtained an  $8,500,000  loan from Wells
Fargo  Bank to pay-off  the  matured  first and second  deeds of trust on Silver
Creek Plaza. The new first deed of trust is secured by Silver Creek Plaza,  with
a maturity  date of January 22, 1998.  The Silver  Creek  property is listed for
sale and is  classified as rental  property  held for sale on the  Partnership's
balance sheets.

As of March 31, 1997, the Partnership  owns a 96,206 square foot shopping center
(San Mar Plaza),  a shopping  center  consisting of 83,000 square feet of ground
leases and 71,000 square feet of leasable retail space (Silver Creek Plaza), and
a 50%  joint  venture  interest  in a  342-unit  apartment  complex  (Huntington
Breakers Apartments).

Management  believes that the  Partnership's  available  cash together with cash
generated  from  operations  and net  proceeds  upon the  eventual  sales of the
properties  will  be  sufficient  to  finance  the  cash   requirements  of  the
Partnership.

The  Huntington  Breakers  joint  venture  generated  losses  in  excess  of the
Partnership's  original  investment.  These  excess  losses  were  applied  as a
reduction in the advances to the unconsolidated joint venture. Any future losses
exceeding cash advances to the  unconsolidated  joint venture will be recognized
only upon a sale or other  disposition  of the  joint  venture  interest  as the
Partnership  is not obligated  nor does it intend to restore any deficits  which
may accumulate in its joint venture capital account.


                                 Page 12 of 16
<PAGE>



Results of Operations

The  $35,000,  or 6%,  decrease in rental  income  during the three months ended
March 31, 1997  compared to the same period in 1996,  was due to a reduction  in
occupancy  at the San Mar Plaza  property  partially  offset by an  increase  in
occupancy at the Silver Creek Plaza  property.  The occupancy rates at March 31,
1997 and March 31, 1996 were 87% and 97%, respectively, at San Mar Plaza and 93%
and 84%, respectively, at Silver Creek Plaza.

Interest and other income decreased by $13,000,  or 62%, during the three months
ended March 31, 1997 compared to the same period in 1996, as a result of a lower
average  invested  cash  balance  of  $1,295,000  for the first  quarter of 1997
compared to $1,769,000 for the first quarter of 1996.

During the three months ended March 31, 1997  compared to the three months ended
March 31, 1996, operating expenses increased by $15,000, or 9%. The Silver Creek
Plaza property realized a $10,000,  or 6%, increase in operating expenses due to
the  1997  write-off  of  prior  year  tenant  receivables  and an  increase  in
management  fees  attributable  to increased  rental  income.  The San Mar Plaza
property  incurred  a $5,000,  or 3%,  increase  in  operating  expenses  due to
advertising and janitorial costs associated with marketing the vacant spaces and
improving the appeal of the property.

The  increase in interest  expense of $52,000,  or 14%,  during the three months
ended March 31, 1997  compared to the same period in 1996,  is primarily  due to
the  refinancing  of the Silver  Creek Plaza  property  upon the maturity of the
loans.

Due to the  cessation  of  depreciation  on the rental  property  held for sale,
Silver Creek Plaza,  depreciation and amortization decreased by $81,000, or 53%,
during the three  months  ended  March 31,  1997  compared to the same period in
1996.

During the three  months  ended  March 31,  1997  compared to the same period in
1996,  general and administrative  expenses  decreased by 24%, or $38,000,  as a
result of lower legal fees due to a 1996 settlement and lower  professional fees
attributable to non-recurring property appraisal fees incurred in 1996.

San Mar Plaza:

At March 31, 1997,  San Mar Plaza was 87% occupied  (equal to 12,562 square feet
of vacant space),  which was ten percentage points lower than the March 31, 1996
occupancy.  In August 1996,  10,962 square feet of the current vacancy of 12,562
occurred when Hastings Books,  Music & Video terminated its lease and sub-leased
the  vacant  grocery  store  space  currently  leased  by  The  Kroger  Company.
Management  is currently  negotiating  with a restaurant  to lease 10,962 square
feet of vacant space.  A lease has been drafted for the  remaining  1,600 square
feet of vacant space, and is being reviewed by a prospective tenant.  Management
continues to monitor 1997 lease expirations to negotiate renewals.

Silver Creek:

Silver  Creek was 93%  occupied  at March 31,  1997,  which was nine  percentage
points  higher  than the March 31,  1996  occupancy.  However,  in April  1997 a


                                 Page 13 of 16
<PAGE>


tenant,  which  occupied  2,700  square feet,  vacated the  premises  upon lease
expiration.  Management  is  optimistic  about leasing the vacant spaces since a
number of potential tenants have expressed interest in the shopping center.

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 94% occupied at March 31, 1997,  which is one percentage  point
higher  than  the  March  31,  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.

Huntington  Breakers total expenses have decreased during the three months ended
March 31, 1997  compared to the same  period in 1996,  primarily  as a result of
reduction in interest expense of $149,000, due to the new financing arrangements
offset by an increase in  operating  expenses  of $13,000  related to  furniture
rental  expense  and carpet  replacement  costs  combined  with an  increase  in
depreciation  and  amortization  of  $4,000  resulting  from  increased  capital
expenditures.



                                 Page 14 of 16
<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

                  None.



                                 Page 15 of 16
<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
                            Managing General Partner




Date: May 15, 1997    By:    /s/ Terri Garnick
                            ------------------------
                            Terri Garnick
                            Chief Financial Officer


                                 Page 16 of 16
<PAGE>