FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                For the quarterly period ended September 30, 1996

                                       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 September 30, 1996: 34,992




                                  Page 1 of 15

<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>
                                                                           
September 30,           December 31,
                                                                               
1996                    1995
<S>                                                                           
<C>                   <C>
Assets
Rental property:
    Land                                                                      
$    7,885            $     7,885
    Buildings and improvements                                                 
   13,042                 13,036
                                                                              
----------            -----------
                                                                               
   20,927                 20,921
       Less accumulated depreciation                                           
   (5,020)                (4,671)
                                                                              
----------            -----------
           Net rental property                                                 
   15,907                 16,250

Cash and cash equivalents                                                      
    1,058                  1,816
Accounts receivable, net                                                       
      120                     51
Investment in and advances to unconsolidated joint venture                     
      ---                    481
Deferred financing costs and other fees, net of accumulated
    amortization of $504 and $456 at September 30, 1996 and
    December 31, 1995, respectively                                            
      352                    151
Other assets                                                                   
      103                     55
                                                                              
----------            -----------

           Total assets                                                       
$   17,540            $    18,804
                                                                              
==========            ===========

Liabilities and Partners' Equity (Deficit)
Liabilities:
    Accounts payable and accrued expenses                                     
$      207            $       135
    Interest payable                                                           
      118                     60
    Notes payable                                                              
   14,834                 14,959
    Other liabilities                                                          
       57                     64
                                                                              
----------            -----------

       Total liabilities                                                       
   15,216                 15,218
                                                                              
----------            -----------

Partners' equity (deficit):
    General Partner                                                            
     (153)                  (128)
    Limited Partners, 34,992 and 35,000 limited
       partnership units outstanding at September 30,
       1996 and December 31, 1995, respectively                                
    2,477                  3,714
                                                                              
----------            -----------

           Total partners' equity                                              
    2,324                  3,586
                                                                              
----------            -----------

              Total liabilities and partners' equity                          
$   17,540            $    18,804
                                                                              
==========            ===========
</TABLE>

                 See accompanying notes to financial statements.

                                  Page 2 of 15

<PAGE>

<TABLE>


                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

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

<CAPTION>
                                                                  Three Months
Ended                        Nine Months Ended
                                                                      
September 30,                           September 30,
                                                                 
---------------------                     ----------------
                                                                1996           
    1995                  1996              1995
                                                               ------          
   ------                ------            -----
Revenues:
<S>                                                          <C>               
<C>                 <C>                 <C>      
    Rental income                                            $      569        
$      588          $      1,785        $    2,371
    Gain (loss) on debt forgiveness                                 ---        
       (89)                  ---             2,680
    Interest and other income                                        15        
        38                    55               122
                                                             ----------        
----------          ------------        ----------

          Total revenues                                            584        
       537                 1,840             5,173
                                                             ----------        
----------          ------------        ----------

Expenses:
    Operating,  including  $106 and $141 paid
      to  affiliates  in the nine months
      ended September 30, 1996 and 1995,
      respectively                                                  185        
       202                   532               793
    Interest                                                        364        
       372                 1,086               1,291
    Depreciation and amortization                                   127        
       142                   380               600
    General and administative, including $353
      and $417 paid to affiliates in the
      nine months ended September 30, 1996 and 1995,
      respectively                                                  141        
       148                   447               499
                                                             ----------        
----------          ------------        ----------

          Total expenses                                            817        
       864                 2,445             3,183
                                                             ----------        
----------          ------------        ----------

Income (loss) before equity in loss of
    unconsolidated joint venture                                   (233)       
      (327)                 (605)            1,990
                                                             ----------        
----------          ------------        ----------

Equity in loss of unconsolidated joint venture                     (493)       
       ---                  (657)             (340)
                                                             ----------        
----------          ------------        ----------

Net income (loss)                                            $     (726)       
$     (327)         $     (1,262)       $    1,650
                                                             ==========        
==========          ============        ==========

Net income (loss) per limited partnership
    current unit                                             $   (57.86)       
$   (26.02)         $    (100.58)       $   116.45
                                                             ==========        
==========          ============        ==========

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


                 See accompanying notes to financial statements.

                                  Page 3 of 15

<PAGE>

<TABLE>


                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

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

              For the nine months ended September 30, 1996 and 1995
                                   (Unaudited)


<CAPTION>

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


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


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

Net income                                          218            1,432       
    ---            ---           1,432        1,650
                                             ----------       ----------    
----------     ----------       ---------   ----------

Balance at September 30, 1995                $       29       $    5,146     $ 
    ---     $      ---       $   5,146   $    5,175
                                             ==========       ==========    
==========     ==========       =========   ==========

</TABLE>


















                 See accompanying notes to financial statements.

                                  Page 4 of 15

<PAGE>

<TABLE>


                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                     Statements of Cash Flows (in thousands)
                                   (Unaudited)
<CAPTION>
                                                                               
          Nine months ended
                                                                               
            September 30,
                                                                               
      1996                1995
<S>                                                                            
   <C>                <C>      
Cash flows from operating activities:
  Net income (loss)                                                            
   $   (1,262)        $    1,650
Adjustments to reconcile net income (loss) to net
  cash used for operating activities:
    Gain on debt forgiveness                                                   
          ---             (2,680)
    Equity in loss of unconsolidated joint venture                             
          657                340
    Depreciation and amortization                                              
          380                600
    Amortization of loan fees, included in interest
       expense                                                                 
           17                 24
Changes in certain assets and liabilities:
    Accounts receivable                                                        
          (69)               (15)
    Deferred financing costs and other fees                                    
         (250)              (108)
    Other assets                                                               
          (48)                (4)
    Accounts payable and accrued expenses                                      
           72                177
    Interest payable                                                           
           58                 (7)
    Other liabilities                                                          
           (7)                11
                                                                               
   ----------         ----------

       Net cash used for operating activities                                  
         (452)               (12)
                                                                               
   ----------         ----------

Cash flows from investing activities:
    Additions to rental property                                               
           (6)               (68)
    Payments received on notes receivable from unconsolidated
      joint venture                                                            
          200                140
    Additions to note receivable from unconsolidated
      joint venture                                                            
         (375)              (178)
                                                                               
   ----------         ----------

       Net cash used for investing activities:                                 
         (181)              (106)
                                                                               
   ----------         ----------

Cash flows from financing activities:
    Notes payable principal payments                                           
         (125)              (259)
                                                                               
   ----------         ----------

       Net cash used for financing activities                                  
         (125)              (259)
                                                                               
   ----------         ----------

Net decrease in cash                                                           
         (758)              (377)

Cash and cash equivalents at beginning of period                               
        1,816              2,297
                                                                               
   ----------         ----------

Cash and cash equivalents at end of period                                     
   $    1,058         $    1,920
                                                                               
   ==========         ==========

Supplemental disclosure of cash flow information:
    Cash paid for interest                                                     
   $    1,011         $    1,246
                                                                               
   ==========         ==========
</TABLE>

                 See accompanying notes to financial statements.

                                  Page 5 of 15

<PAGE>


                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1996
                                   (Unaudited)

Note 1.           THE PARTNERSHIP

In  the  opinion  of  Glenborough   Corporation   (formerly  Glenborough  Realty
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,
1996 and December 31, 1995, and the related  statements of  operations,  for the
three and nine months  ended  September  30,  1996 and 1995,  and the changes in
partners' equity and cash flows for the nine months ended September 30, 1996 and
1995.

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. During 1996,
four deferred units and four growth units were abandoned as a result of partners
desiring to no longer receive  Partnership K-1's and to give them the ability to
write-off investments for income tax purposes.

Note 2.           REFERENCE TO 1995 AUDITED FINANCIAL STATEMENTS
                  ----------------------------------------------

These  unaudited  financial  statements  should be read in conjunction  with the
Notes  to  Consolidated  Financial  Statements  included  in  the  1995  audited
financial statements.

Note 3.           TRANSACTIONS WITH AFFILIATES

Glenborough  Corporation  ("Glenborough")  has  been  compensated  for  property
management  services.  The following amounts paid to Glenborough are included in
operating expenses for the nine months ended September 30, 1996 and 1995:

                                                 1996                   1995
                                               --------                ------
Management fees                            $     87,000          $    110,000
Property salaries (reimbursed)                   19,000                31,000

The Partnership also reimburses  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  $353,000 and $417,000 by the  Partnership  for such
expenses during the nine months ended September 30, 1996 and 1995, respectively.
Such amounts are included in general and administrative expenses.


                                  Page 6 of 15

<PAGE>


                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1996
                                   (Unaudited)

Note 4.  INVESTMENT IN UNCONSOLIDATED JOINT VENTURE

On December 31,  1986,  the  Partnership  purchased  49 general  partner  units,
representing  an undivided 49%  interest,  in  Huntington  Breakers  Apartments,
Limited  (the  Breakers   Partnership).   Concurrent  with  this  purchase,  the
Partnership  acquired the right to obtain one additional  general  partner unit.
This right was exercised by the Partnership in January 1988 for a purchase price
of $20,000, which increased its interest in the Breakers Partnership to 50%. The
Breakers  Partnership  owns a 342-unit  apartment  complex located in Huntington
Beach, California which was completed in March 1986.
<TABLE>

The investments in and advances to unconsolidated  joint venture is comprised of
the following (in thousands):
<CAPTION>
                                                                        
September 30,              December 31,
                                                                             
1996                       1995
<S>                                                                     <C>    
                   <C>         
Equity interest                                                         $    
(2,190)              $     (2,190)
Acquisition fees                                                               
 553                        553
Legal, appraisal and other costs                                              
2,575                      2,575
Amortization of acquisition fee, legal and
 appraisal expenses                                                            
(938)                      (938)
Net advances to unconsolidated joint venture                                   
 657                        774
Excess losses - reduction in advances to Breakers                              
(657)                      (293)
                                                                       
------------               ------------

Investments in and advances to unconsolidated
 joint venture                                                          $      
 ---               $        481
                                                                       
============               ============
</TABLE>


                                  Page 7 of 15

<PAGE>


                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1996
                                   (Unaudited)

Summary  condensed  balance  sheet  information  as of  September  30,  1996 and
December 31, 1995,  and condensed  statements of operations  for the nine months
ended September 30, 1996 and 1995, are as follows (in thousands):
<TABLE>

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

<CAPTION>
                                                                       
September 30,              December 31,
                                                                            
1996                       1995
<S>                                                                     <C>    
                   <C>        
Net real estate investment                                              $    
15,901               $     16,386
Other assets                                                                  
1,285                      1,909
                                                                       
------------               ------------

         Total assets                                                   $    
17,186               $     18,295
                                                                       
============               ============

Notes payable                                                           $    
20,000               $     20,500
Notes payable to Outlook Income/Growth Fund VIII                               
 657                        481
Other liabilities                                                             
1,243                      1,121
                                                                       
------------               ------------

         Total liabilities                                                   
21,900                     22,102
                                                                       
------------               ------------

Partners' deficit:
         Outlook Income/Growth Fund VIII                                     
(3,088)                    (2,190)
         Other Partners, net                                                 
(1,626)                    (1,617)
                                                                       
------------               ------------

         Total Partners' Deficit                                             
(4,714)                    (3,807)
                                                                       
------------               ------------

                                                                        $    
17,186               $     18,295
                                                                       
============               ============
</TABLE>


                                  Page 8 of 15

<PAGE>


                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1996
                                   (Unaudited)


                    Huntington Breakers Apartments, Limited,
                        A California Limited Partnership
                       Condensed Statements of Operations
              For the nine months ended September 30, 1996 and 1995


                                           1996                       1995
                                        ----------                 --------
        
Revenues                            $      2,783               $      2,551
Expenses                                   3,690                      2,998
                                     ------------               ------------

Net loss                            $       (907)              $       (447)
                                    ============               ============

<TABLE>

A summary of notes payable are as follows (in thousands):

<CAPTION>
                                                                               
          1996                       1995
                                                                               
      ----------                 --------

<S>                                                                            
 <C>                        <C>                   
7 day  variable  rate (3.80% at September  30,  1996) note payable  secured by a
first deed of trust and letter of credit in the amount of  $16,184,000,  payable
in monthly  interest only  installments  until maturity on July 1, 2014 at which
time all remaining principal and interest  will  be  due  and payable          
 $     16,000               $     16,000

Note  payable  secured by a second  trust deed,  accrues  interest at LIBOR plus
1.5%, payable in monthly interest only installments until July 1, 2001, at which
time all remaining principal and interest will be due and payable              
        4,000                      4,500
                                                                               
  ------------               ------------
                                                                               
 $     20,000               $     20,500
                                                                               
  ============               ============
</TABLE>

The note payable in the amount of $16,000,000  was given by the  Partnership for
the proceeds of City of Huntington Beach Multifamily  Mortgage Revenue Refunding
Bonds, Issue of 1989.

On  July  1,  1996,  the  $16,000,000  note  payable  included  on the  Breakers
Partnership June 30, 1996 balance sheet was paid-off with proceeds from the sale
of Weekly Rate Demand Multifamily Housing Revenue Refunding Bonds, 1996 Series A
(the  1996  Bonds),  issued  by the City of  Huntington  Beach on  behalf of the
Breakers  Partnership.  Concurrent  with and as a result of the  issuance of the
1996 Bonds,  the  Breakers  Partnership  entered into a new loan  agreement  for
$16,000,000.  Loan fees and issuance  costs  totalling  $168,000  and  $351,000,
respectively,  were  incurred in  connection  with the new note  payable and the
issuance of the 1996 Bonds. The

                                  Page 9 of 15

<PAGE>


                        OUTLOOK INCOME/GROWTH FUND VIII,
                        A CALIFORNIA LIMITED PARTNERSHIP

                          Notes to Financial Statements

                               September 30, 1996
                                   (Unaudited)

Breakers  Partnership has projected an annual interest  savings of approximately
$489,000 based on the September 30, 1996, effective interest rate.

The 1996 Bonds bear the same interest  rate and due date as the new  $16,000,000
note payable and are limited obligations of the City of Huntington Beach payable
solely out of the proceeds  from payments on the  $16,000,000  note payable from
the Breakers  Partnership and from drawings on the related letter of credit. The
1996 Bonds are subject to mandatory tender and redemption on various dates prior
to the expiration of the above mentioned letter of credit on July 1, 2001.

On June 1, 1996, the Breakers Partnership refinanced its $4,500,000 note payable
secured by a second trust deed.  The  Breakers  Partnership  obtained  favorable
variable rate  financing and a five year extension of the maturity date. On July
1, 1996, the Partnership made a $500,000 principal payment on the note.

Total  loan fees  incurred  in 1996  include  $196,000  paid to  Glenborough  in
connection with the debt refinancing.

Note 5.           PROPERTY DISPOSITION

On March 6, 1995,  management  of 175 South West Temple,  a 145,075  square foot
office  building in Salt Lake City,  Utah, was turned over, as part of a pending
completion of a negotiated foreclosure,  to a receiver for the lender in advance
of the debt's May 1, 1995  maturity.  Since the amount of the debt was in excess
of the  carrying and market  values of the property and the existing  lender had
shown no  willingness  to extend the maturity  date, or otherwise  work toward a
realistic  solution,  the only  prudent  action  was to  negotiate  an  amicable
foreclosure.

On April 28,  1995,  the deed of trust was  foreclosed  and the lender  obtained
title to the property.  The  outstanding  debt  (including  previously  deferred
interest) was $10,095,000 while net assets totaled  $7,448,000,  resulting in an
extraordinary gain on debt forgiveness of $2,647,000.



                                  Page 10 of 15

<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  September 30,
1986 through the quarter ended  December 31, 1987, and at a 6% rate from January
1,  1988,   through  the  quarter  ended  September  30,  1988,  at  which  time
distributions were suspended.  At this time  distributions  remain suspended and
management is unable to predict when distributions will resume.

On April 28, 1995,  ownership  of 175 South West  Temple,  a property in a joint
venture in which the Partnership was the general partner, was turned over to the
lender in a negotiated  deed-in-lieu  of foreclosure  prior to the debt's May 1,
1995  maturity.  Since the amount of the debt was in excess of the  carrying and
market values of the property and the existing  lender had shown no  willingness
to extend the maturity date, or otherwise work toward a realistic solution,  the
only prudent action was to negotiate an amicable  foreclosure.  This  negotiated
foreclosure relieved the Partnership of its guarantee on the debt.

The Partnership obtained an extension of the due date of its loan secured by San
Mar Plaza.  The loan has been  extended  for nine  months  beyond  the  original
maturity date of July 13, 1996. The terms of the extension are the same as those
for the existing loan.

The Partnership owns a 50% general  partnership  interest in Huntington Breakers
Apartments,  Limited (the Breakers Partnership). The Breakers Partnership, which
owns a 342 unit  apartment  complex,  has  generated  losses  in  excess  of the
Partnership's  original  investment.  Such excess  losses have been applied as a
reduction  in the  advances to the  unconsolidated  joint  venture.  Current and
future  losses  exceeding  the balance in advances to the  unconsolidated  joint
venture have been and will continue to be suspended.

On  July  1,  1996,  the  $16,000,000  note  payable  included  on the  Breakers
Partnership June 30, 1996 balance sheet was paid-off with proceeds from the sale
of Weekly Rate Demand Multifamily Housing Revenue Refunding Bonds, 1996 Series A
(the  1996  Bonds),  issued  by the City of  Huntington  Beach on  behalf of the
Breakers  Partnership.  Concurrent  with and as a result of the  issuance of the
1996 Bonds,  the  Breakers  Partnership  entered into a new loan  agreement  for
$16,000,000.  The new note  payable  is  secured  by a first deed of trust and a
letter of credit

                                  Page 11 of 15

<PAGE>



in the amount of  $16,184,000.  The new note bears  interest at a 7 day variable
rate, requires monthly payments of interest only and matures on July 1, 2014.

The 1996 Bonds bear the same interest  rate and due date as the new  $16,000,000
note payable and are limited obligations of the City of Huntington Beach payable
solely out of the proceeds  from payments on the  $16,000,000  note payable from
the Breakers  Partnership and from drawings on the related letter of credit. The
1996 Bonds are subject to mandatory tender and redemption on various dates prior
to the expiration of the above mentioned letter of credit on July 1, 2001.

Management's   continuing   overall   goal  is  to  preserve   and  protect  the
Partnership's assets. The ongoing business plan for the Partnership is to strive
to improve  its cash flow within the  limitations  of local  market  conditions,
reduce debt and build  reserves.  Additionally,  the general partner is actively
pursuing the  restructuring  of existing  debt at lower  interest  rates to help
facilitate the overall  business plan. The Partnership  also continues to strive
to  maintain  stable  operations  and  endure  the  challenges  of the market by
suspending  distributions  and offering  experienced  day-to-day  management  of
income and expenditures.

Results of Operations

The April  1995,  negotiated  foreclosure  on 175 South West  Temple,  discussed
above,  accounts  for  the  majority  of the  decrease  in  rental  income  from
$2,371,000  for the nine months ended  September 30, 1995 to $1,785,000  for the
nine months ended September 30, 1996.

Interest and other revenue has decreased  during the nine months ended September
30,  1996 from the same  period in 1995 due to the 1996  cessation  of  interest
accrual on the note receivable from Breakers  Partnership and the 1995 write-off
of a note receivable due from 175 South West Temple.

As a result of the property  disposition  (discussed  above) in 1995,  operating
expenses, general and administrative expenses, interest expense and depreciation
and  amortization  decreased  during the nine months  ended  September  30, 1996
compared to the same period in 1995.

San Mar Plaza:

San Mar Plaza was 97% occupied at September 30, 1996 and 1995, with 1,600 square
feet of vacant space. Management continues to market its vacant space, primarily
targeting national franchises and multi-unit regional operators.

Silver Creek:

Silver  Creek was 90%  occupied at  September  30,  1996,  which was two percent
higher than the September 30, 1995  occupancy.  In 1996, two lease renewals were
completed  totalling  5,000 square feet of space.  Management  believes that the
market is strong enough that it can now  concentrate on upgrading the tenant mix
to strengthen the center.


                                  Page 12 of 15

<PAGE>



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  September  30, 1996,  which is three  percent
higher than the  September  30, 1995,  occupancy.  Occupancies  in the competing
complexes  have  improved and the  competition  has reduced  rental  concessions
offered  to  draw  in  new  tenants.   The  majority  of  the   communities  are
approximately 93% to 95% occupied.  Management  believes the market has improved
and has  continued an aggressive  marketing  campaign to attract new tenants and
maintain occupancy.

Huntington  Breakers  expenses on the  condensed  statement  of  operations  has
increased  during the nine months ended  September 30, 1996 when compared to the
same period in 1995, as a result of writing-off $818,000 of loan fees related to
the  $16,000,000  note that was paid off on July 1,  1996,  and an  increase  in
general and  administrative  expenses of $10,000.  The  increase in expenses was
partially offset by a reduction in interest expense of $146,000 based on the new
financing arrangements.


                                  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 4.  Submission of Matters to a Vote of Security Holders

                  None.

Item 6.  Exhibits and Reports on Form 8-K

                  (a)  Exhibits

                  #27 - Financial Data Schedule

                  (b)  Reports on Form 8-K

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


                                  Page 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,
                                (formerly Glenborough Realty Corporation)
                                a California corporation
                                Managing General Partner




Date: November 13, 1996   By:   /s/Terri Garnick
                                Terri Garnick
                                Chief Financial Officer



                                  Page 15 of 15