<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                 AMENDMENT NO. 1

(Mark One)

[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 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

For the transition period from                       to

Commission file number                       0-17620

      CORPORATE PROPERTY ASSOCIATES 8, L.P., A DELAWARE LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                               <C>       
         DELAWARE                                                                  13-3469700
(State or other jurisdiction of incorporation or organization)    (I.R.S. Employer Identification No.)

50 ROCKEFELLER PLAZA, NEW YORK, NEW YORK                                        10020
(Address of principal executive offices)                                      (Zip Code)
</TABLE>

                                 (212) 492-1100
              (Registrant's telephone number, including area code)


   (Former name, former address and former fiscal year, if changed since last
                                    report)



      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.

                                                               [X] Yes    [ ] No


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

      Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                                                               [ ] Yes    [ ] No
<PAGE>   2
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                                     PART I

                         Item 1. - FINANCIAL INFORMATION

                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                              December 31,        March 31,
                                                  1996              1997
                                             -------------     -------------
                                                 (Note)         (Unaudited)
<S>                                          <C>               <C>          
      ASSETS:

Land, buildings and personal property,
   net of accumulated depreciation of
   $10,293,440 at December 31, 1996 and
   $10,650,857 at March 31, 1997             $  48,699,455     $  48,342,038
Net investment in direct financing leases       47,095,414        47,095,414
Equity investments                               6,513,068         6,399,642
Cash and cash equivalents                        4,850,145         5,463,916
Other assets                                     1,471,121         1,934,312
                                             -------------     -------------
        Total assets                         $ 108,629,203     $ 109,235,322
                                             =============     =============


      LIABILITIES:

Mortgage notes payable                       $  44,139,958     $  43,852,041
Note payable                                     5,102,144         5,102,144
Accrued interest payable                           473,317           469,591
Accounts payable and accrued expenses              274,822           235,522
Accounts payable to affiliates                     209,112           269,332
Prepaid and deferred rental income and
   security deposits                               698,443           687,185
                                             -------------     -------------
        Total liabilities                       50,897,796        50,615,815
                                             -------------     -------------


      PARTNERS' CAPITAL:

General Partners                                  (103,774)          (14,964)

Limited Partners (67,582 Limited
Partnership Units issued and outstanding)       57,835,181        58,634,471
        Total partners' capital                 57,731,407        58,619,507
                                             -------------     -------------
        Total liabilities and
          partners' capital                  $ 108,629,203     $ 109,235,322
                                             =============     =============
</TABLE>

The accompanying notes are an integral part of the financial statements.


Note: The balance sheet at December 31, 1996 has been derived from the audited
      financial statements at that date.


                                      -2-
<PAGE>   3
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership


                        STATEMENTS OF INCOME (UNAUDITED)


<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                             March 31, 1996     March 31, 1997
                                                             --------------     --------------
<S>                                                          <C>                <C>       
Revenues:
  Rental income from operating leases                          $ 2,224,072        $2,323,237
  Interest income from direct financing leases                   1,604,469         1,614,048
  Other interest income                                             59,573            49,975
  Other income                                                                       213,155
                                                               -----------        ----------
                                                                 3,888,114         4,200,415
                                                               -----------        ----------

Expenses:
  Interest                                                       1,361,328         1,148,522
  Depreciation                                                     469,732           357,417
  General and administrative                                       146,386           185,693
  Property expenses                                                 77,387           120,439
  Amortization                                                       9,277             7,644
                                                               -----------        ----------
                                                                 2,064,110         1,819,715
                                                               -----------        ----------

     Income before (loss) income
     from equity investments,                                    1,824,004         2,380,700

Earnings from hotel operation                                      500,293
(Loss) income from equity investments                              (15,008)          159,404
                                                               -----------        ----------

     Net income                                                $ 2,309,289        $2,540,104
                                                               ===========        ==========


Net income allocated to
  General Partners                                             $   230,929        $  254,010
                                                               ===========        ==========


Net income allocated to
  Limited Partners                                             $ 2,078,360        $2,286,094
                                                               ===========        ==========


Net income per Unit
  (67,582 Limited Partnership
  Units)
                                                               $     30.75        $    33.83
                                                               ===========        ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.


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<PAGE>   4
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership

                      STATEMENTS of CASH FLOWS (UNAUDITED)




<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                                    March 31,
                                                         ------------------------------
                                                             1996               1997
                                                         -----------        -----------
<S>                                                      <C>                <C>        
Cash flows from operating activities:
  Net income                                             $ 2,309,289        $ 2,540,104
  Adjustments to reconcile net income
    to net cash provided by operating activities:
    Depreciation and amortization                            479,009            365,061
    Other noncash items                                       73,590             41,300
    Loss from equity investments                              15,008
    Net change in operating assets and liabilities          (300,878)          (506,199)
                                                         -----------        -----------
     Net cash provided by operating activities             2,576,018          2,440,266
                                                         -----------        -----------

Cash flows from investing activities:
  Distributions from equity investments in excess
    of equity income                                          71,200            113,426
  Additional capitalized costs                                (3,925)
                                                         -----------        -----------
     Net cash provided by investing activities                67,275            113,426
                                                         -----------        -----------

Cash flows from financing activities:
  Distributions to partners                               (1,624,221)        (1,652,004)
  Payments of mortgage principal                            (864,117)          (287,917)
                                                         -----------        -----------
     Net cash used by financing activities                (2,488,338)        (1,939,921)
                                                         -----------        -----------

       Net increase in cash and
         cash equivalents                                    154,955            613,771

Cash and cash equivalents, beginning of period             5,119,385          4,850,145
                                                         -----------        -----------

       Cash and cash equivalents, end of period          $ 5,274,340        $ 5,463,916
                                                         ===========        ===========




Supplemental disclosure of cash flows information:

         Interest paid                                   $ 1,368,602        $ 1,152,248
                                                         ===========        ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                      -4-
<PAGE>   5
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership


                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)




Note 1. Basis of Presentation:

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. For
further information, refer to the financial statements and footnotes thereto
included in the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1996.



Note 2. Distributions to Partners:

Distributions declared and paid to partners during the three months ended March
31, 1997 are summarized as follows:


<TABLE>
<CAPTION>
  Quarter Ended      General Partners    Limited Partners    Per Limited Partner Unit
-----------------    ----------------    ----------------    ------------------------
<S>                  <C>                 <C>                 <C>   
December 31, 1996        $165,200           $1,486,804                $22.00
                         ========           ==========                ======
</TABLE>



A distribution of $22.02 per Limited Partner Unit for the quarter ended March
31, 1997 was declared and paid in April 1997.




Note 3. Transactions with Related Parties:

For the three-month periods ended March 31, 1996 and 1997, the Partnership
incurred leasing fees of $3,048 and $5,615, respectively, and general and
administrative expense reimbursements of $22,846 and $57,521, respectively,
payable to an affiliate. Management believes that ultimate payment of a
preferred return to the General Partners of $53,055, based upon cumulative
proceeds of sales of assets, is reasonably possible but not probable, as defined
pursuant to Statement of Financial Accounting Standards No. 5.

The Partnership, in conjunction with certain affiliates, is a participant in a
cost sharing agreement for the purpose of renting and occupying office space.
Under the agreement, the Partnership pays its proportionate share of rent and
other costs of occupancy. Net expenses incurred for the three months ended March
31, 1996 and 1997 were $48,182 and $41,580, respectively.


                                      -5-
<PAGE>   6
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership


             NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)



Note 4. Industry Segment Information:

The Partnership's operations consist of the direct and indirect investment in
and the leasing of industrial and commercial real estate. For the three-month
periods ended March 31, 1996 and 1997, the Partnership earned its real estate
leasing revenues (rental income plus interest income from financing leases) from
its directly owned real estate investments as follows:


<TABLE>
<CAPTION>
                                            1996        %         1997         %
                                        ----------     ---     ----------     ---
<S>                                     <C>            <C>     <C>            <C>
Lease Obligor:

Advanced System Applications, Inc.      $  778,523      20%    $  751,636      19%
Sybron Acquisition Company                 622,980      16        622,980      16
Dr Pepper Bottling Company of Texas        499,750      13        499,750      13
Amerisig, Inc.                             348,723       9        376,125       9
High Voltage Engineering Corporation       295,812       8        295,812       7
Orbital Sciences Corporation               244,345       6        244,345       6
United Stationers Supply Co.               203,177       5        203,177       5
Furon Company                              207,482       5        194,975       5
Detroit Diesel Corporation                 182,269       5        182,269       5
AutoZone, Inc.                             131,098       4        131,098       3
NVRyan L.P.                                123,879       3        123,879       3
U.S. Postal Service                                               119,913       3
Mayfair Molded Products Corporation        115,189       3        115,189       3
Winn-Dixie Stores, Inc.                     33,625       1         33,625       1
Other                                       27,514       1         28,337       1
Federal Express Corporation                 14,175       1         14,175       1
                                        ----------     ---     ----------     ---
                                        $3,828,541     100%    $3,937,285     100%
                                        ==========     ===     ==========     ===
</TABLE>


Note 5. Investment in Operating Partnership:

The Partnership owns 493,664 limited partnership units in American General
Hospitality Operating Partnership, L.P., the operating partnership of American
General Hospitality Corporation ("AGH"), a publicly-traded real estate
investment trust. The Partnership's investment in the operating partnership is
accounted for under the equity method.

AGH's audited financial statements reported total assets of $243,115,000 and
shareholders' equity of $127,461,000 as of December 31, 1996 and total revenues
of $13,496,000 and net income of $5,129,000 for the period from July 31, 1996
through December 31, 1996.


                                      -6-
<PAGE>   7
                     CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                         a Delaware limited partnership





                                   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.

                                  CORPORATE PROPERTY ASSOCIATES 8, L.P.,
                                  a Delaware limited partnership

                                  By:  EIGHTH CAREY CORPORATE PROPERTY, INC.




    09/03/97                      BY:   /s/ Steven M. Berzin
----------------                       -------------------------------
     Date                              Steven M. Berzin
                                       Executive Vice President and
                                       Chief Financial Officer
                                       (Principal Financial Officer)



    09/03/97                      BY:   /s/ Claude Fernandez
----------------                       -------------------------------
     Date                              Claude Fernandez
                                       Executive Vice President and
                                       Chief Administrative Officer
                                       (Principal Accounting Officer)


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