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 September 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)

                                 (650) 343-9300
                         (Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    Yes X No

       Total number of units outstanding as of September 30, 1997: 34,992





                                  Page 1 of 15
<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>

                                                                            September 30,
                                                                                 1997                December 31,
                                                                         (in Liquidation)                 1996
Assets
<S>                                                                           <C>                   <C>         
Investments in real estate:
    Rental property, net of accumulated
       depreciation of $2,808 at December 31, 1996                             $      ---            $     6,301
    Rental property held for sale                                                     ---                  9,490
                                                                               ----------            -----------
       Total real estate investments                                                  ---                 15,791

Cash and cash equivalents                                                             697                    773
Accounts receivable, net                                                               39                     79
Investment in and advances to unconsolidated joint venture                            718                    ---
Deferred financing costs and other fees, net of accumulated
    amortization of $470 at December 31, 1996                                         ---                    122
Other assets                                                                            4                     63
                                                                               ----------            -----------

           Total assets                                                        $    1,458            $    16,828
                                                                               ==========            ===========

Liabilities and Partners' Equity (Deficit)
Liabilities:
    Notes payable                                                              $      ---            $    14,773
    Accounts payable and accrued expenses                                             246                    127
    Interest payable                                                                  ---                      8
    Other liabilities                                                                 ---                     58
                                                                               ----------            -----------

           Total liabilities                                                          246                 14,966
                                                                               ----------            -----------

Partners' equity (deficit):
    General Partner                                                                  (175)                  (162)
    Limited Partners, 34,992 limited partnership
       units outstanding                                                            1,387                  2,024
                                                                               ----------            -----------

           Total partners' equity                                                   1,212                  1,862
                                                                               ----------            -----------

              Total liabilities and partners' equity                           $    1,458            $    16,828
                                                                               ==========            ===========
</TABLE>


                 See accompanying notes to financial statements.



                                  Page 2 of 15
<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                       Nine months ended
                                                             September 30,                           September 30,
                                                  (in Liquidation)                        (in Liquidation)
                                                        1997               1996                 1997              1996
                                                    ------------       -----------          -------------     --------
 Revenues:
<S>                                                 <C>                <C>                    <C>              <C>       
   Rental income                                    $       27         $      569             $   1,155        $    1,785
   Gain on foreclosure of property                         265                ---                   265               ---
   Interest and other income                                 9                 15                    22                55
                                                    ----------         ----------             ---------        ----------

        Total revenues                                     301                584                 1,442             1,840
                                                    ----------         ----------             ---------        ----------

Expenses:
   Operating, including $69 and $106 paid
     to affiliates in the nine months ended
     September 30, 1997 and 1996,
     respectively                                            5                185                   390               532
   Loss on sale of property                                ---                ---                   599               ---
   Interest                                                ---                364                   710             1,086
   Depreciation and amortization                           ---                127                   143               380
   General and administrative, including
    $317 and $353 paid to affiliates in the
    nine months ended September 30, 1997
     and 1996, respectively                                337                141                   585               447
                                                    ----------         ----------             ---------        ----------

        Total expenses                                     342                817                 2,427             2,445
                                                    ----------         ----------             ---------        ----------

Loss from operations and dispositions
   of investments in real estate                           (41)              (233)                 (985)             (605)
                                                     -----------        ----------             ----------       ----------

Income (loss) in unconsolidated
   joint venture                                            220              (493)                    335            (657)
                                                     -----------        ----------             -----------      ----------

Net income (loss)                                   $       179        $     (726)            $     (650)      $   (1,262)
                                                     ===========        ==========             ===========      ==========

Net income (loss) per limited partnership
   current unit                                     $     14.23        $   (57.86)            $   (51.80)      $  (100.58)
                                                     ===========        ==========             ===========      ==========

Number of limited  partnership  current
   units outstanding during the period
   used to compute net income (loss)
   per limited partnership current unit                 12,297             12,297                12,297            12,297
                                                    ==========         ==========             =========        ==========
</TABLE>

                 See accompanying notes to financial statements.



                                  Page 3 of 15
<PAGE>



                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                     Statements of Partners' Equity(Deficit)
     For the nine months ended September 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                                          (13)            (637)           ---            ---            (637)        (650)
                                           -----------      -----------    ----------     ----------       ----------    ---------

Balance at September 30, 1997
   (in Liquidation)                        $     (175)      $    1,387     $      ---     $      ---       $   1,387      $  1,212
                                            ===========      ==========     ==========     ==========       =========    =========



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

Net loss                                          (25)          (1,237)           ---            ---          (1,237)      (1,262)
                                           ----------       ----------     ----------     ----------       ---------     ---------

Balance at September 30, 1996              $     (153)      $    2,477     $      ---     $      ---       $   2,477      $  2,324
                                           ==========       ==========     ==========     ==========       =========      ========


</TABLE>








                 See accompanying notes to financial statements.



                                  Page 4 of 15
<PAGE>






                                          OUTLOOK INCOME/GROWTH FUND VIII,
                                          A CALIFORNIA LIMITED PARTNERSHIP

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

                                                                                 Nine months ended
                                                                                   September 30,
                                                                               1997
                                                                          (in Liquidation)        1996
Cash flows from operating activities:
<S>                                                                        <C>             <C>         
  Net loss                                                                 $    (650)      $    (1,262)
Adjustments to reconcile net loss to net
  cash used for operating activities:
    Gain on foreclosure of property                                             (265)              ---
    Loss on sale of property                                                     599               ---
    (Income) loss in unconsolidated joint venture                               (335)               657
    Depreciation and amortization                                                143                380
    Amortization of loan fees, included in interest expense                       41                 17
Changes in certain assets and liabilities:
    Accounts receivable                                                           21                (69)
    Deferred financing costs and other fees                                     (112)              (250)
    Other assets                                                                 59                 (48)
    Accounts payable and accrued expenses                                        166                (72)
    Interest payable                                                              64                 58
    Other liabilities                                                            (58)                (7)
                                                                          -----------        ----------

       Net cash used for operating activities                                   (327)              (452)
                                                                          -----------        ----------

Cash flows from investing activities:
    Additions to rental property                                                 ---                 (6)
    Payments received on notes receivable from unconsolidated
      joint venture                                                              ---                200
    Increase in  notes receivable from unconsolidated
      joint venture                                                             (383)              (375)
                                                                          -----------        -----------

       Net cash used for investing activities                                   (383)              (181)
                                                                          -----------        -----------

Cash flows from financing activities:
  Net proceeds from sale of property                                           9,054                ---
  Net loan proceeds                                                              140                ---
  Notes payable principal payments                                            (8,560)              (125)
                                                                          -----------        ----------

       Net cash provided by (used for) financing activities                      634               (125)
                                                                          ----------         ----------

Net decrease in cash and cash equivalents                                        (76)              (758)

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

Cash and cash equivalents at end of period                                $      697         $    1,058
                                                                          ==========         ==========
</TABLE>

                                               - continued -



                                  Page 5 of 15
<PAGE>






                                          OUTLOOK INCOME/GROWTH FUND VIII,
                                          A CALIFORNIA LIMITED PARTNERSHIP

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

<TABLE>
<CAPTION>

                                                              Nine months ended
                                                                September 30,
                                                           1997
                                                      (in Liquidation)          1996

Supplemental disclosure of cash flow information:
<S>                                                      <C>                <C>       
    Cash paid for interest                               $      677         $    1,011
                                                         ==========         ==========

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)        $      ---
                                                         ===========        ==========

Gain on foreclosure of property:
    Loan amount                                         $     6,436         $      ---
    Less:  Basis in investment in real estate                (6,199)               ---
    Plus:  Accrued property taxes                                47                ---
    Less:  Accounts receivable, net                             (19)               ---
                                                         ----------         ----------
    Gain on foreclosure of property                      $      265         $      ---
                                                         ==========         ==========
</TABLE>





                 See accompanying notes to financial statements.


                                  Page 6 of 15
<PAGE>






                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1997
                                (in Liquidation)
                                   (Unaudited)


Note 1.           THE PARTNERSHIP

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 September 30, 1997 and December 31, 1996, and the related
statements of operations for the three and nine months ended  September 30, 1997
and 1996, and the changes in partners'  equity  (deficit) and cash flows for the
nine months ended September 30, 1997 and 1996.

As of September 30, 1997, the Partnership  owned a 50% general partner  interest
in  Huntington  Breakers  Apartments,  Limited.  On October 1, 1997,  Huntington
Breakers  Apartments,  Limited ("the Breakers  Partnership") sold the Huntington
Breakers Apartment complex.  On October 31, 1997, the Breakers  Partnership paid
the  Partnership  approximately  $11,700,000 as repayment of advances,  guaranty
payments and preference amounts due to the Partnership.

With the receipt of the funds from the  Breakers  Partnership,  the  Partnership
intends  to pay off all  liabilities,  set aside a small  amount  for  potential
future  obligations  and  distribute  the  remaining  cash  to its  partners  in
accordance with the limited  partnership  agreement.  The  Partnership  plans to
distribute approximately $11,273,000,  on November 14, 1997 to its partners. The
planned  distributions  are  as  follows:  Current  Unit  holders  will  receive
approximately  $5,961,000 (based on 12,297 units at $484.71 per unit),  Deferred
Unit  holders  will receive  approximately  $4,083,000  (based on 8,424 units at
$484.71 per unit), the Growth Unit holders will receive approximately $1,116,000
(based on 14,271 units at $78.20 per unit) and the General  Partner will receive
approximately  $113,000.  Upon  winding  up  all  the  business  affairs  of the
Partnership, the Partnership will be dissolved.

Basis of Accounting - The  accompanying  financial  statements as of and for the
nine months ended  September 30, 1997 are  presented on a  liquidation  basis of
accounting.   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 September 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 15
<PAGE>



                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 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,  Glenborough  Corporation
("Glenborough"),  the General  Partner,  is compensated for management  services
provided to the Partnership.  Included in operating expenses for the nine months
ended  September  30,  1997  and  1996,  are  the  following   amounts  paid  to
Glenborough:


                                          Nine months ended September 30,
                                           1997                       1996
                                         --------                   ------
Management fees                       $     58,000               $     87,000
Property management salaries                11,000                     19,000
                                      ------------               ------------
                                      $     69,000               $    106,000
                                      ============               ============

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  $317,000 and $353,000 for such expenses  during the
nine months ended September 30, 1997 and 1996,  respectively.  These amounts are
included in general and administrative expenses.

During 1997 the Partnership  also paid  Glenborough a $17,000  refinance fee for
Silver  Creek  Plaza,  a $265,000  disposition  fee for Silver Creek Plaza and a
$912,000  disposition  fee for the  sale of the  Huntington  Breakers  Apartment
complex.

As of September 30, 1997, GPA Ltd., a partnership  with the same general partner
as the  Partnership,  has  purchased  2,796  limited  partnership  units (a 8.0%
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. As of September 30, 1997, the Breakers
 Partnership  owned a 342-unit  apartment  complex located in Huntington  Beach,
 California which was completed in March 1986. As stated in Note 1, on October1,
 1997, the Breakers Partnership sold the apartment complex for


                                  Page 8 of 15
<PAGE>



                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1997
                                (in Liquidation)
                                   (Unaudited)


$30,400,000.  The sale  proceeds  were used to payoff  the  related  debt on the
property and settlement and other closing  costs.  Approximately  $11,700,000 of
the net proceeds were used to pay advances,  guaranty  payments,  and preference
amounts due to the  Partnership.  With the settlement of all liabilities and the
distribution of its assets, the Breakers Partnership will be dissolved.

The  Partnership  has  recognized  $335,000  of net  income  from  the  Breakers
Partnership  during the nine months ended  September 30, 1997 which is reflected
in the accompanying  1997 statement of operations.  During the nine months ended
September 30, 1997, the Partnership advanced Breakers Partnership $383,000 which
is included in the accompanying balance sheet at September 30, 1997.

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

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

                                                      September 30,              December 31,
                                                          1997                       1996
<S>                                                   <C>                        <C>         
Net real estate investment, held for sale             $     15,923               $     15,763
Other assets                                                   559                      1,279
                                                      ------------               ------------
         Total assets                                 $     16,842               $     17,042
                                                      ============               ============

Notes payable                                         $     18,540               $     19,761
Notes payable to Outlook Income/Growth Fund VIII             1,476                      1,014
Other liabilities                                            1,252                      1,078
                                                      ------------               ------------

         Total liabilities                                  21,268                     21,853
                                                      ------------               ------------

Partners' deficit:
         Outlook Income/Growth Fund VIII                    (2,804)                    (3,185)
         Other Partners, net                                (1,622)                    (1,626)
                                                      -------------              ------------

         Total partners' deficit                            (4,426)                    (4,811)
                                                      -------------              ------------

Total liabilities and partners' deficit               $     16,482               $     17,042
                                                      ============               ============
</TABLE>



                                  Page 9 of 15
<PAGE>



                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1997
                                (in Liquidation)
                                   (Unaudited)



                    Huntington Breakers Apartments, Limited,
                        A California Limited Partnership
                       Condensed Statements of Operations
              For the nine months ended September 30, 1997 and 1996

                                  1997                       1996
                              ----------                 --------
Revenues                     $    2,769                 $      2,783
Expenses                          2,384                        3,690
                             -----------                ------------
Net income (loss)            $      385                 $      (907)
                             ============               ============

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, 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.

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 $6,171,000.

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.




                                 Page 10 of 15
<PAGE>



                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1997
                                (in Liquidation)
                                   (Unaudited)



Note 7.           SUBSEQUENT EVENTS

As  stated  in Note 4, on  October  1,  1997,  Huntington  Breakers  Apartments,
Limited,  a joint venture in which the  Partnership  owned a 50% general partner
interest,  sold its sole real estate asset, a 342-unit apartment complex located
in Huntington Beach,  California.  The 342-unit apartment complex was sold to an
unrelated party for $30,400,000. The sale proceeds were used to payoff the first
and second deeds of trusts,  secured by the property  totaling  $18,500,000  and
settlement  and  other  closing  costs.  Approximately,  $11,700,000  of the net
proceeds were used to pay advances, guaranty payments and preference amounts due
to the  Partnership.  With the settlement of all liabilities and distribution of
its assets, Huntington Breakers Apartments, Limited will be dissolved.

On October 31, 1997, the Breakers Partnership paid the Partnership approximately
$11,700,000.  The Partnership  intends to pay off all  liabilities,  set aside a
small amount for potential future  obligations and distribute the remaining cash
to its  partners in  accordance  with the  limited  partnership  agreement.  The
Partnership plans to distribute approximately $11,273,000,  on November 14, 1997
to its partners. The planned distributions are as follows:  Current Unit holders
will  receive  approximately  $5,961,000  (based on 12,297  units at $484.71 per
unit),  Deferred Unit holders will receive  approximately  $4,083,000  (based on
8,424  units at  $484.71  per  unit),  the  Growth  Unit  holders  will  receive
approximately  $1,116,000  (based  on 14,271  units at $78.20  per unit) and the
General  Partner will receive  approximately  $113,000.  Upon winding up all the
business affairs of the Partnership, the Partnership will be dissolved.



                                 Page 11 of 15
<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 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 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.

As of September 30, 1997, the Partnership  owned a 50% joint venture interest in
a 342-unit apartment complex  (Huntington  Breakers  Apartments).  On October 1,
1997  the  Huntington  Breakers  Apartment  complex  sold for  $30,400,000.  The
Breakers Partnership used the sale proceeds to payoff the first and second deeds
of trusts secured by the property totaling  $18,500,000 and other settlement and
closing costs.  Approximately,  $11,700,000 of the net proceeds were used to pay
advances, guaranty payments and preference amounts due to the Partnership.  With
the settlement of all liabilities and  distribution of its assets,  the Breakers
Partnership will be dissolved.

With the receipt of the funds from the  Breakers  Partnership,  the  Partnership
intends  to pay off all  liabilities,  set aside a small  amount  for  potential
future  obligations  and  distribute  the  remaining  cash  to its  partners  in
accordance with the limited  partnership  agreement.  The  Partnership  plans to
distribute approximately $11,273,000,  on November 14, 1997 to its partners. The
planned  distributions  are  as  follows:  Current  Unit  holders  will  receive
approximately  $5,961,000  (based on 12,297 units at$484.71 per unit),  Deferred
Unit  holders  will receive  approximately  $4,083,000  (based on 8,424 units at
$484.71 per unit), the Growth Unit holders will receive approximately $1,116,000
(based on 14,271 units at $78.20 per unit) and the General  Partner will receive
approximately  $113,000.  Upon  winding  up  all  the  business  affairs  of the
Partnership, the Partnership will be dissolved.


Results of Operations

The $542,000 and $630,000  decreases in rental  income during the three and nine
months ended September 30, 1997 compared to the same periods in 1996 were due to
the sale of Silver  Creek Plaza on May 28, 1997 and the transfer of title of San
Mar Plaza to the lender on July 1, 1997.

The  $218,000  gain on  foreclosure  of property  included in the  Partnership's
September 30, 1997  statement of operations  resulted from the transfer of title
of San Mar Plaza to the lender on July 1, 1997.


                                 Page 12 of 15
<PAGE>

Interest and other income decreased by $6,000 and $33,000, respectively,  during
the three and nine months ended  September 30, 1997 compared to the same periods
in 1996,  as a result of a lower  average  invested cash balance of $635,000 and
$582,000  for the three and nine months  ended  September  30, 1997  compared to
$867,000 and $1,333,000 for the three and nine months ended September 30, 1996.

During the three and nine months ended  September 30, 1997 compared to the three
and nine months  ended  September  30,  1996,  operating  expenses  decreased by
$180,000  and  $142,000,  respectively,  as a result of the May 28, 1997 sale of
Silver Creek Plaza and the title transfer of San Mar Plaza to the lender on July
1, 1997.

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

The decrease in interest  expense of $364,000 and $376,000  during the three and
nine months ended  September  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 and the July 1, 1997 San Mar Plaza title transfer.

Due to the cessation of depreciation  and amortization on Silver Creek Plaza and
San Mar Plaza, depreciation and amortization decreased by $127,000 and $237,000,
respectively, during the three and nine months ended September 30, 1997 compared
to the same periods in 1996.

During the three and nine months ended  September  30, 1997 compared to the same
periods in 1996, general and  administrative  expenses increased by $196,000 and
$138,000,  respectively,  as a result of increased legal fees in connection with
the  liquidation  of  the  Partnership,   offset  by  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 net operating  income increased during the nine
months ended September 30, 1997 compared to the same period in 1996, as a result
of the  cessation of  depreciation  on June 1, 1997 when the  apartment  complex
became  classified  as a property  held for sale,  combined  with a reduction in
interest  expense  and the  write  off of loan  fees  in  1996  attributable  to
financing arrangements obtained in July 1996.



                                 Page 13 of 15
<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 October 15, 1997, the Partnership filed a Current Report on
                  Form 8-K with respect to the sale of the  Huntington  Breakers
                  Apartment  complex,  the  sole  asset of  Huntington  Breakers
                  Apartments,  Limited,  in  which  the  Partnership  held a 50%
                  general partner interest.



                                 Page 14 of 15
<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: November 14, 1997      By:    /s/ Terri Garnick
                                    ------------------
                              Terri Garnick
                              Chief Financial Officer



                                 Page 15 of 15
<PAGE>