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                                FORM 10-Q


                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

(Mark One)

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

For the quarterly period ended June 30, 2004

                                    OR

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

For the transition period from ________________ to ________________

Commission file number 0-17707


               Southwest Oil & Gas Income Fund VIII-A, L.P.
                  (Exact name of registrant as specified
                  in its limited partnership agreement)

Delaware                                                   75-2220097
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)


                       407 N. Big Spring, Suite 300
                           Midland, Texas 79701
                 (Address of principal executive offices)

                             (432) 686-9927
                     (Registrant's telephone number,
                           including area code)

Indicate  by  check  mark  whether 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 ___

Indicate  by check mark whether the registrant is an accelerated filer  (as
defined in Exchange Act Rule 12b-2).     Yes     No  X

The  registrant's  outstanding  securities  consist  of  Units  of  limited
partnership  interests for which there exists no established public  market
from which to base a calculation of aggregate market value.


        The total number of pages contained in this report is 24.

<PAGE>
Glossary of Oil and Gas Terms
The  following are abbreviations and definitions of terms commonly used  in
the  oil  and  gas industry that are used in this filing.  All  volumes  of
natural gas referred to herein are stated at the legal pressure base to the
state  or area where the reserves exit and at 60 degrees Fahrenheit and  in
most instances are rounded to the nearest major multiple.

     Bbl. One stock tank barrel, or 42 United States gallons liquid volume.

     Developmental well. A well drilled within the proved area of an oil or
natural gas reservoir to the depth of a stratigraphic horizon known  to  be
productive.

     Exploratory well. A well drilled to find and produce oil or gas in  an
unproved  area to find a new reservoir in a field previously  found  to  be
productive of oil or natural gas in another reservoir or to extend a  known
reservoir.

     Farm-out  arrangement. An agreement whereby the owner of the leasehold
or  working  interest  agrees to assign his interest  in  certain  specific
acreage  to  the assignee, retaining some interest, such as  an  overriding
royalty interest, subject to the drilling of one (1) or more wells or other
performance by the assignee.

     Field. An area consisting of a single reservoir or multiple reservoirs
all  grouped  on  or  related to the same individual geological  structural
feature and/or stratigraphic condition.

     Mcf. One thousand cubic feet.

     Oil. Crude oil, condensate and natural gas liquids.

     Overriding  royalty  interest. Interests that  are  carved  out  of  a
working  interest, and their duration is limited by the term of  the  lease
under which they are created.

<PAGE>
     Present  value  and  PV-10 Value. When used with respect  to  oil  and
natural gas reserves, the estimated future net revenue to be generated from
the  production of proved reserves, determined in all material respects  in
accordance  with  the  rules and regulations of the  SEC  (generally  using
prices  and costs in effect as of the date indicated) without giving effect
to  non-property  related  expenses  such  as  general  and  administrative
expenses,  debt service and future income tax expenses or to  depreciation,
depletion  and  amortization, discounted using an annual discount  rate  of
10%.

     Production  costs.  Costs incurred to operate and maintain  wells  and
related  equipment  and facilities, including depreciation  and  applicable
operating  costs  of support equipment and facilities and  other  costs  of
operating and maintaining those wells and related equipment and facilities.

     Proved Area. The part of a property to which proved reserves have been
specifically attributed.

     Proved  developed oil and gas reserves. Proved developed oil  and  gas
reserves  are  reserves that can be expected to be recovered from  existing
wells with existing equipment and operating methods.

     Proved properties. Properties with proved reserves.

     Proved  reserves. The estimated quantities of crude oil, natural  gas,
and  natural  gas liquids that geological and engineering data  demonstrate
with  reasonable  certainty to be recoverable in future  years  from  known
reservoirs under existing economic and operating conditions.

     Proved  undeveloped reserves. Proved undeveloped oil and gas  reserves
are  reserves that are expected to be recovered from new wells on undrilled
acreage,  or  from existing wells where a relatively major  expenditure  is
required for recompletion.

     Reservoir.  A porous and permeable underground formation containing  a
natural  accumulation  of  producible  oil  or  gas  that  is  confined  by
impermeable  rock  or water barriers and is individual  and  separate  from
other reservoirs.

     Royalty  interest.  An  interest in an oil and  natural  gas  property
entitling  the  owner to a share of oil or natural gas production  free  of
costs of production.

     Working  interest.  The operating interest that gives  the  owner  the
right  to  drill, produce and conduct operating activities on the  property
and a share of production.

     Workover.  Operations  on  a producing well  to  restore  or  increase
production.


<PAGE>


                     PART I. - FINANCIAL INFORMATION


Item 1. Financial Statements

The  unaudited  condensed financial statements included  herein  have  been
prepared  by  the Registrant (herein also referred to as the "Partnership")
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 necessary for a fair presentation have been included and are of
a  normal  recurring nature.  The financial statements should  be  read  in
conjunction with the audited financial statements and the notes thereto for
the  year ended December 31, 2003, which are found in the Registrant's Form
10-K  Report  for  2003 filed with the Securities and Exchange  Commission.
The December 31, 2003 balance sheet included herein has been taken from the
Registrant's  2003 Form 10-K Report.  Operating results for the  three  and
six month periods ended June 30, 2004 are not necessarily indicative of the
results that may be expected for the full year.

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                              Balance Sheets

                                 June 30,  December
                                             31,
                                   2004      2003
                                  -----     -----
                                 (unaudit
                                   ed)
Assets
---------

Current assets:
 Cash and cash equivalents    $  128,938   111,117
  Receivable  from  Managing     220,859   125,868
General Partner
                                 --------  --------
                                 ----      ----
   Total current assets          349,797   236,985
                                 --------  --------
                                 ----      ----

Oil  and  gas  properties  -
using the full-
 cost method of accounting       5,347,39  5,342,41
                                 7         3
       Less      accumulated
depreciation,
         depletion       and     5,061,21  5,055,21
amortization                     8         8
                                 --------  --------
                                 ----      ----
      Net   oil   and    gas     286,179   287,195
properties
                                 --------  --------
                                 ----      ----
                              $  635,976   524,180
                                 =======   =======

Liabilities  and   Partners'
Equity
----------------------------
------------

Current     liability      -  $  1,046     104
distribution payable
                                 --------  --------
                                 ----      ----

Asset retirement obligation      263,997   253,843
                                 --------  --------
                                 ----      ----
Partners' equity -
 General partner                 10,065    (605)
 Limited partners                360,868   270,838
                                 --------  --------
                                 ----      ----
   Total partners' equity        370,933   270,233
                                 --------  --------
                                 ----      ----
                              $  635,976   524,180
                                 =======   =======

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                         Statements of Operations
                               (unaudited)

                                   Three Months Ended   Six Months Ended
                                        June 30,            June 30,
                                     2004      2003      2004      2003
                                    -----     -----     -----     -----
Revenues
-------------
Oil and gas                     $  433,576   320,809   842,732   749,377
Interest                           271       472       507       628
Other                              -         45        250       46
                                   --------  --------  --------  --------
                                   --        --        --        --
                                   433,847   321,326   843,489   750,051
                                   --------  --------  --------  --------
                                   --        --        --        --
Expenses
-------------
Production                         184,486   166,358   317,116   335,923
General and administrative         31,053    33,949    59,519    60,065
Depreciation,  depletion   and     3,000     2,900     6,000     11,500
amortization
Accretion  of asset retirement     5,077     4,698     10,154    11,702
obligation
                                   --------  --------  --------  --------
                                   --        --        --        --
                                   223,616   207,905   392,789   419,190
                                   --------  --------  --------  --------
                                   --        --        --        --
Net   income  from  continuing     210,231   113,421   450,700   330,361
operations

Results    from   discontinued
operations-
  sale of oil and gas leases -     -         12,053    -         19,843
See Note 4
                                   --------  --------  --------  --------
                                   --        --        --        --
Net  income  before cumulative     210,231   125,474   450,700   350,704
effect

Cumulative effect of change in
accounting
  principle - SFAS No.  143  -     -         -         -         (158,919
See Note 3                                                       )
                                   --------  --------  --------  --------
                                   --        --        --        --
Net income                      $  210,231   125,474   450,700   191,785
                                   ======    ======    ======    ======
Net income allocated to:
 Managing General Partner       $  21,323    12,847    45,670    20,378
                                   ======    ======    ======    ======
 Limited partners               $  188,908   112,627   405,030   171,407
                                   ======    ======    ======    ======
   Per  limited  partner  unit
before discontinued
    operations and  cumulative  $    13.89             29.79     21.82
effect                                       7.48
   Discontinued operations per     -         .80       -         1.31
limited partner unit
     Cumulative   effect   per     -         -         -         (10.52)
limited partner unit
                                   --------  --------  --------  --------
                                   --        --        --        --
  Per limited partner unit      $    13.89             29.79     12.61
                                             8.28
                                   ======    ======    ======    ======

<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                         Statements of Cash Flows
                               (unaudited)

                                            Six Months Ended
                                                June 30,
                                             2004      2003
                                            -----     -----
Cash flows from operating activities:
 Cash received from oil and gas sales   $  748,469   732,592
 Cash paid to suppliers                    (377,363  (380,877
                                           )         )
   Cash   received  from  discontinued     -         20,343
operations
 Interest received                         507       628
 Other                                     250       46
                                           --------  --------
                                           --        --
    Net  cash  provided  by  operating     371,863   372,732
activities
                                           --------  --------
                                           --        --
Cash flows from investing activities:
 Sale of oil and gas properties            -         107,187
 Additions to oil and gas properties       (4,984)   (9,722)
                                           --------  --------
                                           --        --
   Net  cash  (used  in)  provided  by     (4,984)   97,465
investing activities
                                           --------  --------
                                           --        --
Cash    flows   used   in    financing
activities:
 Distributions to partners                 (349,058  (295,040
                                           )         )
                                           --------  --------
                                           --        --
Net   increase   in  cash   and   cash     17,821    175,157
equivalents

Beginning of period                        111,117   56,709
                                           --------  --------
                                           --        --
End of period                           $  128,938   231,866
                                           ======    ======
Reconciliation of net income to net
    cash    provided   by    operating
activities:

Net income                              $  450,700   191,785

Adjustments to reconcile net income to
   net   cash  provided  by  operating
activities:
     Depreciation,    depletion    and     6,000     11,500
amortization
   Accretion   of   asset   retirement     10,154    11,702
obligation
   Cumulative  effect  of  change   in
accounting
  principle - SFAS No. 143                 -         158,919
 Increase in receivables                   (94,263)  (16,785)
 (Decrease) increase in payables           (728)     15,612
                                           --------  --------
                                           --        --
Net   cash   provided   by   operating  $  371,863   372,733
activities
                                           ======    ======
Noncash    investing   and   financing
activities:
  Increase in oil and gas properties -
Adoption
  of SFAS No. 143                       $  -         191,308
                                           ======    ======
  Decrease in oil and gas properties -
SFAS No. 143
  sale of property                      $  -         117,656
                                           ======    ======
<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements

1.   Organization
     Southwest  Oil & Gas Income Fund VIII-A, L.P. was organized under  the
     laws of the state of Delaware on November 30, 1987, for the purpose of
     acquiring  producing oil and gas properties and to produce and  market
     crude oil and natural gas produced from such properties for a term  of
     50  years, unless terminated at an earlier date as provided for in the
     Partnership  Agreement.   The  Partnership  sells  its  oil  and   gas
     production  to  a  variety of purchasers with the prices  it  receives
     being  dependent  upon the oil and gas economy.  Southwest  Royalties,
     Inc.  a  wholly-owned  subsidiary of Clayton  Williams  Energy,  Inc.,
     serves  as the Managing General Partner.  Revenues, costs and expenses
     are allocated as follows:
                              Limited   General
                              Partners  Partners
                              --------  --------
Interest  income on  capital  100%      -
contributions
Oil and gas sales             90%       10%
All other revenues            90%       10%
Organization  and   offering  100%      -
costs (1)
Amortization of organization  100%      -
costs
Syndication costs             100%      -
Property acquisition costs    100%      -
Gain/loss    on     property  90%       10%
disposition
Operating and administrative  90%       10%
costs (2)
Depreciation, depletion  and
amortization
 of oil and gas properties    100%      -
All other costs               90%       10%

          (1)All  organization  costs in excess of 3%  of  initial  capital
          contributions  will be paid by the Managing General  Partner  and
          will  be treated as a capital contribution.  The Partnership paid
          the  Managing  General Partner an amount equal to 3%  of  initial
          capital contributions for such organization costs.

          (2)Administrative costs in any year, which exceed 2%  of  capital
          contributions shall be paid by the Managing General  Partner  and
          will be treated as a capital contribution.

2.   Summary of Significant Accounting Policies
     The  interim  financial information as of June 30, 2004, and  for  the
     three  and  six  months  ended June 30, 2004, is  unaudited.   Certain
     information  and footnote disclosures normally included  in  financial
     statements  prepared in accordance with generally accepted  accounting
     principles  have been condensed or omitted in this Form 10-Q  pursuant
     to   the   rules  and  regulations  of  the  Securities  and  Exchange
     Commission.  However,  in  the opinion of  management,  these  interim
     financial  statements include all the necessary adjustments to  fairly
     present  the  results of the interim periods and all such  adjustments
     are  of  a normal recurring nature. The interim consolidated financial
     statements should be read in conjunction with the Partnership's Annual
     Report on Form 10-K for the year ended December 31, 2003.

3.   Cumulative effect of change in accounting principle - SFAS No. 143
     On  January  1, 2003, the Partnership adopted Statement  of  Financial
     Accounting   Standards  No.  143,  Accounting  for  Asset   Retirement
     Obligations  ("SFAS No. 143").  Adoption of SFAS No. 143  is  required
     for  all  companies with fiscal years beginning after June  15,  2002.
     The new standard requires the Partnership to recognize a liability for
     the  present  value  of  all  legal obligations  associated  with  the
     retirement  of tangible long-lived assets and to capitalize  an  equal
     amount as a cost of the asset and depreciate the additional cost  over
     the  estimated  useful  life of the asset.  On January  1,  2003,  the
     Partnership    recorded   additional   costs,   net   of   accumulated
     depreciation,  of  approximately $191,308, a long  term  liability  of
     approximately  $350,227 and a loss of approximately $158,919  for  the
     cumulative  effect  on  depreciation  of  the  additional  costs   and
     accretion  expense  on  the liability related to expected  abandonment
     costs  of  its oil and natural gas producing properties.  At June  30,
     2004,  the asset retirement obligation was $263,997.  The increase  in
     the  balance  from  January 1, 2004 is due  to  accretion  expense  of
     $10,154.
<PAGE>
               Southwest Oil & Gas Income Fund VIII-A, L.P.
                     (a Delaware limited partnership)

                      Notes to Financial Statements

4.   Discontinued Operations - Sale of oil and gas leases
     During the three months ended June 30, 2003, the Partnership sold  its
     interest  in  certain  oil,  gas and salt  water  disposal  wells  for
     $106,240  sales  proceeds  and retired $117,655  of  asset  retirement
     obligation  associated with the properties.  Since the Partnership  is
     under the full cost pool method of accounting, the sales proceeds  and
     asset  retirement obligation liability were taken against the oil  and
     gas  properties  asset account and therefore,  no  gain  or  loss  was
     recorded  and  shown on the statement of operations  as  part  of  the
     discontinued  operations.  Pursuant to the requirements  of  SFAS  No.
     144,  the historical operating results from these properties have been
     reported as discontinued operations in the accompanying statements  of
     operations.    The  following  table  summarizes  certain   historical
     operating information related to the discontinued operations  for  the
     three and six months ended June 30, 2003:

                                   Three       Six
                                  months     months
                                   ended      ended
                                    June 30, 2003

         Revenues                $20,247    $34,987
         Net income              12,053     19,843

5.   Change in Control of Managing General Partner
     On  May  21,  2004,  Clayton Williams Energy, Inc.  acquired  all  the
     outstanding common stock of Southwest Royalties Inc. through a merger.
     Clayton  Williams  Energy,  Inc. paid  $57.1  million  to  holders  of
     Southwest  Royalties,  Inc.  common stock and  common  stock  warrants
     ($45.01   per   share)   and  assumed  and  refinanced   approximately
     $113.9 million of assumed bank debt at closing.



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

General
Southwest  Oil & Gas Income Fund VIII-A, L.P. was organized as  a  Delaware
limited  partnership  on November 30, 1987. The offering  of  such  limited
partnership interests began on March 31, 1988, minimum capital requirements
were  met  on July 6, 1988, and the offering concluded on March  31,  1989,
with total limited partner contributions of $6,798,000.

The  Partnership was formed to acquire interests in producing oil  and  gas
properties,  to produce and market crude oil and natural gas produced  from
such properties, and to distribute the net proceeds from operations to  the
limited  and  general partners.  Net revenues from producing  oil  and  gas
properties are not reinvested in other revenue producing assets  except  to
the extent that production facilities and wells are improved or reworked or
where methods are employed to improve or enable more efficient recovery  of
oil and gas reserves.  The economic life of the Partnership thus depends on
the   period  over  which  the  Partnership's  oil  and  gas  reserves  are
economically recoverable.

Increases   or   decreases   in  Partnership   revenues   and,   therefore,
distributions  to partners will depend primarily on changes in  the  prices
received  for production, changes in volumes of production sold,  increases
and  decreases  in  lease operating expenses, enhanced  recovery  projects,
offset  drilling  activities pursuant to farm-out  arrangements,  sales  of
properties,  and  the depletion of wells.  Since wells deplete  over  time,
production can generally be expected to decline from year to year.

Well  operating costs and general and administrative costs usually decrease
with   production   declines;  however,  these  costs  may   not   decrease
proportionately.  Net income available for distribution to the partners  is
therefore expected to fluctuate in later years based on these factors.

Oil and Gas Properties

Oil  and  gas  properties  are accounted for at cost  under  the  full-cost
method.  Under this method, all productive and nonproductive costs incurred
in  connection with the acquisition, exploration and development of oil and
gas  reserves  are capitalized.  Gain or loss on the sale of  oil  and  gas
properties  is not recognized unless significant oil and gas  reserves  are
sold.

Should the net capitalized costs exceed the estimated present value of  oil
and gas reserves, discounted at 10%, such excess costs would be charged  to
current  expense.  As of June 30, 2004, the net capitalized costs  did  not
exceed the estimated present value of oil and gas reserves.


<PAGE>

Critical Accounting Policies

The  Partnership follows the full cost method of accounting for its oil and
gas  properties.   The  full cost method subjects  companies  to  quarterly
calculations of a "ceiling", or limitation on the amount of properties that
can  be capitalized on the balance sheet.  If the Partnership's capitalized
costs  are in excess of the calculated ceiling, the excess must be  written
off as an expense.

The  Partnership's discounted present value of its proved oil  and  natural
gas  reserves  is  a  major  component  of  the  ceiling  calculation,  and
represents  the  component  that requires the  most  subjective  judgments.
Estimates  of  reserves are forecasts based on engineering data,  projected
future  rates  of  production and the timing of future  expenditures.   The
process  of  estimating oil and natural gas reserves  requires  substantial
judgment,  resulting  in  imprecise determinations,  particularly  for  new
discoveries.   Different reserve engineers may make different estimates  of
reserve  quantities  based  on the same data.   The  Partnership's  reserve
estimates are prepared by outside consultants.  Quarterly reserve estimates
are prepared by the Managing General Partner's internal staff of engineers.

The  passage  of  time  provides  more  qualitative  information  regarding
estimates of reserves, and revisions are made to prior estimates to reflect
updated  information.   However,  there  can  be  no  assurance  that  more
significant  revisions  will not be necessary in  the  future.   If  future
significant  revisions  are  necessary  that  reduce  previously  estimated
reserve quantities, it could result in a full cost property writedown.   In
addition to the impact of these estimates of proved reserves on calculation
of  the  ceiling,  estimates  of proved reserves  are  also  a  significant
component of the calculation of DD&A.

While  the quantities of proved reserves require substantial judgment,  the
associated prices of oil and natural gas reserves that are included in  the
discounted  present  value of the reserves do not  require  judgment.   The
ceiling calculation dictates that prices and costs in effect as of the last
day  of  the  period are generally held constant indefinitely. Because  the
ceiling  calculation dictates that prices in effect as of the last  day  of
the  applicable quarter are held constant indefinitely, the resulting value
is  not indicative of the true fair value of the reserves.  Oil and natural
gas  prices have historically been cyclical and, on any particular  day  at
the  end of a quarter, can be either substantially higher or lower than the
Partnership's  long-term price forecast that is a barometer for  true  fair
value.



<PAGE>
Results of Operations

A.  General Comparison of the Quarters Ended June 30, 2004 and 2003

The  following  table  provides certain information  regarding  performance
factors for the quarters ended June 30, 2004 and 2003:

                               Three Months
                                  Ended         Percenta
                                                   ge
                                 June 30,       Increase
                              2004      2003    (Decreas
                                                   e)
                              ----      ----    --------
                                                   --
Average    price    per  $   36.67              32%
barrel of oil                         27.72
Average  price per  mcf  $    5.94              27%
of gas                                4.66
Oil    production    in     9,890     9,485     4%
barrels
Gas production in mcf       11,930    12,425    (4%)
Oil and gas revenue      $  433,576   320,809   35%
Production expense       $  184,486   166,358   11%
Partnership              $  175,000   200,000   (13%)
distributions
Limited         partner  $  157,500   180,000   (13%)
distributions
Per  unit  distribution
to limited
 partners                $   11.58              (13%)
                                      13.24
Number    of    limited     13,596    13,596
partner units

Revenues

The  Partnership's oil and gas revenues increased to $433,576 from $320,809
for the quarters ended June 30, 2004 and 2003, respectively, an increase of
35%.   The principal factors affecting the comparison of the quarters ended
June 30, 2004 and 2003 are as follows:

1.  The  average  price  for a barrel of oil received  by  the  Partnership
    increased  during the quarter ended June 30, 2004 as  compared  to  the
    quarter  ended June 30, 2003 by 32%, or $8.96 per barrel, resulting  in
    an   increase  of  approximately  $88,600  in  revenues.    Oil   sales
    represented  84%  of total oil and gas sales during the  quarter  ended
    June  30,  2004  as compared to 82% during the quarter ended  June  30,
    2003.

    The  average  price  for  a  mcf  of gas received  by  the  Partnership
    increased during the same period by 27% or $1.28 per mcf, resulting  in
    an increase of approximately $15,200 in revenues.

    The  total  increase in revenues due to the change in  prices  received
    from  oil  and  gas production is approximately $103,800.   The  market
    price  for oil and gas has been extremely volatile over the past decade
    and  management expects a certain amount of volatility to  continue  in
    the foreseeable future.

<PAGE>
2.  Oil  production increased approximately 405 barrels or  4%  during  the
    quarter  ended June 30, 2004 as compared to the quarter ended June  30,
    2003, resulting in an increase of approximately $11,200 in revenues.

    Gas  production decreased approximately 495 mcf or 4% during  the  same
    period, resulting in a decrease of approximately $2,300 in revenues.

    The  net total increase in revenues due to the change in production  is
    approximately $8,900.

Costs and Expenses

Total  costs  and  expenses increased to $223,616  from  $207,905  for  the
quarters  ended  June 30, 2004 and 2003, respectively, an increase  of  8%.
The  increase  is  a  result  of an increase in  accretion  expense,  lease
operating  cost and depletion expense, partially offset by  a  decrease  in
general and administrative expense.

1.  Lease  operating  costs  and  production  taxes  were  11%  higher,  or
    approximately $18,100 more during the quarter ended June  30,  2004  as
    compared  to  the  quarter  ended June  30,  2003.   The  higher  lease
    operating coast are due to well repair work performed on a well.

2.  General and administrative costs consist of independent accounting  and
    engineering  fees,  computer services, postage,  and  Managing  General
    Partner personnel costs.  General and administrative costs decreased 9%
    or  approximately  $2,900 during the quarter ended  June  30,  2004  as
    compared  to  the quarter ended June 30, 2003.  The higher general  and
    administrative expense in 2003 is due to legal fees associated with the
    amendments to the Partnership's December 31, 2002 Annual Report on Form
    10-K and March 31, 2003 Quarterly Report on Form 10-Q.

3.  Depletion  expense increased to $3,000 for the quarter ended  June  30,
    2004  from  $2,900  for the same period in 2003.   This  represents  an
    increase  of 3%.  The contributing factor to the increase in  depletion
    expense is in relation to the BOE depletion rate for the quarter  ended
    June 30, 2004, which was $.25 applied to 11,878 BOE as compared to $.25
    applied to 11,500 BOE for the same period in 2003.

4.  Accretion  expense increased to $5,077 for the quarter ended  June  30,
    2004  from  $4,698  for the same period in 2003.   This  represents  an
    increase of 8%.




<PAGE>
B.  General  Comparison of the Six Month Periods Ended June  30,  2004  and
    2003

The  following  table  provides certain information  regarding  performance
factors for the six month periods ended June 30, 2004 and 2003:

                                     Six Months
                                       Ended         Percenta
                                                        ge
                                      June 30,       Increase
                                   2004      2003    (Decreas
                                                        e)
                                   ----      ----    --------
                                                        --
Average price per barrel  of  $    36.03             20%
oil                                        29.91
Average price per mcf of gas  $     5.72             6%
                                           5.42
Oil production in barrels        19,610    20,657    (5%)
Gas production in mcf            23,800    24,300    (2%)
Oil and gas revenue           $  842,732   784,364   7%
Production expense            $  317,116   335,923   (6%)
Partnership distributions     $  350,000   295,000   19%
Limited              partner  $  315,000   265,500   19%
distributions
Per  unit  distribution   to
limited
 Partners                     $    23.17             19%
                                           19.53
Number  of  limited  partner     13,596    13,596
units

Revenues

The  Partnership's oil and gas revenues increased to $842,732 from $784,364
for  the six months ended June 30, 2004 and 2003, respectively, an increase
of  7%.   The principal factors affecting the comparison of the six  months
ended June 30, 2004 and 2003 are as follows:

1.  The  average  price  for a barrel of oil received  by  the  Partnership
    increased during the six months ended June 30, 2004 as compared to  the
    six  months ended June 30, 2003 by 20%, or $6.12 per barrel,  resulting
    in  an  increase  of  approximately $120,000  in  revenues.  Oil  sales
    represented 84% of total oil and gas sales during the six months  ended
    June  30, 2004 as compared to 82% during the six months ended June  30,
    2003.

    The  average  price  for  a  mcf  of gas received  by  the  Partnership
    increased  during the same period by 6%, or $.31 per mcf, resulting  in
    an increase of approximately $7,400 in revenues.

    The  total  increase in revenues due to the change in  prices  received
    from  oil  and  gas production is approximately $127,400.   The  market
    price  for oil and gas has been extremely volatile over the past decade
    and  management expects a certain amount of volatility to  continue  in
    the foreseeable future.

<PAGE>
2.  Oil  production decreased approximately 1,047 barrels or 5% during  the
    six months ended June 30, 2004 as compared to the six months ended June
    30, 2003, resulting in a decrease of approximately $31,300 in revenues.

    Gas  production decreased approximately 500 mcf or 2% during  the  same
    period, resulting in a decrease of approximately $2,700 in revenues.

    The  total  decrease  in revenues due to the change  in  production  is
    approximately $34,000.

Costs and Expenses

Total  costs and expenses decreased to $392,789 from $419,190 for  the  six
months  ended June 30, 2004 and 2003, respectively, a decrease of 6%.   The
decrease  is the result of decreases in accretion expense, lease  operating
cost, general and administrative expense and depletion expense.

1.  Lease   operating  costs  and  production  taxes  were  6%  lower,   or
    approximately $18,800 less during the six months ended June 30, 2004 as
    compared to the six months ended June 30, 2003.

2.  General and administrative costs consist of independent accounting  and
    engineering  fees,  computer services, postage,  and  Managing  General
    Partner personnel costs.  General and administrative costs decreased 1%
    or  approximately  $500 during the six months ended June  30,  2004  as
    compared to the six months ended June 30, 2003. The higher general  and
    administrative expense in 2003 is due to legal fees associated with the
    amendments to the Partnership's December 31, 2002 Annual Report on Form
    10-K and March 31, 2003 Quarterly Report on Form 10-Q.

3.  Depletion expense decreased to $6,000 for the six months ended June 30,
    2004  from  $11,500  for the same period in 2003.   This  represents  a
    decrease  of 48%.  The contributing factor to the decrease in depletion
    expense  is  in relation to the BOE depletion rate for the  six  months
    ended  June 30, 2004, which was $.25 applied to 23,577 BOE as  compared
    to $.46 applied to 24,707 BOE for the same period in 2004.

4.  Accretion  expense decreased to $10,154 for the six months  ended  June
    30,  2004 from $11,702 for the same period in 2003.  This represents  a
    decrease of 13%.


<PAGE>
Liquidity and Capital Resources

The  primary source of cash is from operations, the receipt of income  from
interests in oil and gas properties.  The Partnership knows of no  material
change, nor does it anticipate any such change.

Cash flows provided by operating activities were approximately $371,900  in
the six months ended June 30, 2004 as compared to approximately $372,700 in
the six months ended June 30, 2003.

Cash  flows  (used in) provided by investing activities were  approximately
$(5,000) in the six months ended June 30, 2004 as compared to approximately
$97,500  in the six months ended June 30, 2003.  The principle use  of  the
2004  cash flow from investing activities was the addition to oil  and  gas
properties.

Cash flows used in financing activities were approximately $349,100 in  the
six months ended June 30, 2004 as compared to approximately $295,000 in the
six  months  ended June 30, 2003. The only use in financing activities  was
the distributions to partners.

Total distributions during the six months ended June 30, 2004 were $350,000
of  which  $315,000 was distributed to the limited partners and $35,000  to
the  general partners. The per unit distribution to limited partners during
the  six months ended June 30, 2004 was $23.17.  Total distributions during
the  six  months  ended June 30, 2003 were $295,000 of which  $265,500  was
distributed  to  the limited partners and $29,500 to the  general  partner.
The  per unit distribution to limited partners during the six months  ended
June 30, 2003 was $19.53.

The  sources  for  the  2004 distributions of $350,000  were  oil  and  gas
operations  of  approximately  $371,900 and  the  change  in  oil  and  gas
properties  of  approximately  $(5,000),  resulting  in  excess  cash   for
contingencies  or  subsequent distributions.   The  sources  for  the  2003
distributions  of  $295,000  were oil and gas operations  of  approximately
$372,700  and  the  net change in oil and gas properties  of  approximately
$97,500,   resulting  in  excess  cash  for  contingencies  or   subsequent
distributions.

Cumulative  cash distributions of $9,589,627 have been made to the  general
and  limited  partners.   As of June 30, 2004, $8,678,906  or  $638.34  per
limited  partner  unit  has  been  distributed  to  the  limited  partners,
representing  a  100%  return of the capital  and  28%  return  on  capital
contributed.

As  of June 30, 2004, the Partnership had approximately $348,800 in working
capital.   The  Managing  General Partner knows of no  unusual  contractual
commitments.   Although the partnership held many long-lived properties  at
inception,  because of the restrictions on property development imposed  by
the partnership agreement, the Partnership cannot develop its non producing
properties, if any.  Without continued development, the producing  reserves
continue  to  deplete.  Accordingly, as the Partnership's  properties  have
matured  and  depleted,  the  net  cash  flows  from  operations  for   the
partnership  has  steadily  declined, except in  periods  of  substantially
increased  commodity pricing.  Maintenance of properties and administrative
expenses for the Partnership are increasing relative to production.  As the
properties   continue   to   deplete,   maintenance   of   properties   and
administrative costs as a percentage of production are expected to continue
to increase.


<PAGE>
Managing General Partner

On May 21, 2004, Clayton Williams Energy, Inc. acquired all the outstanding
common stock of Southwest Royalties Inc. through a merger.  Clayton
Williams Energy, Inc. paid $57.1 million to holders of Southwest Royalties,
Inc. common stock and common stock warrants ($45.01 per share) and assumed
and refinanced approximately $113.9 million of assumed bank debt at
closing.

Recent Accounting Pronouncements

The  EITF is considering two issues related to the reporting of oil and gas
mineral  rights.  Issue No. 03-O, "Whether Mineral Rights Are  Tangible  or
Intangible Assets," is whether or not mineral rights are intangible  assets
pursuant  to  SFAS  No.  141,  "Business  Combinations."  Issue  No.  03-S,
"Application of SFAS No. 142, Goodwill and Other Intangible Assets, to  Oil
and  Gas  Companies,"  is, if oil and gas drilling  rights  are  intangible
assets,  whether  those  assets  are  subject  to  the  classification  and
disclosure provisions of SFAS No. 142.  The Partnership classifies the cost
of oil and gas mineral rights as properties and equipment and believes that
this is consistent with oil and gas accounting and industry practice.   The
staff  of the FASB has issued a proposed position clarifying that SFAS  No.
142  does not supersede the balance sheet classification and disclosure for
drilling  and mineral rights of oil and gas producing entities  within  the
scope  of FASB No. 19.   If SFAS No. 142 is determined to apply to oil  and
gas   companies,   the  Partnership  may  be  required  to   make   certain
reclassifications within property and equipment on the balance  sheet,  and
additional  disclosures may be required.  There would be no effect  on  the
statement of income or cash flows as the intangible assets related  to  oil
and  gas mineral rights would continue to be amortized under the full  cost
method of accounting.

<PAGE>
Item 3.   Quantitative and Qualitative Disclosures About Market Risk

The Partnership is not a party to any derivative or
 embedded derivative instruments.

Item 4.   Controls and Procedures

Disclosure Controls and Procedures
As  of  the  six months ended June 30, 2004, L. Paul Latham, President  and
Chief  Executive Officer of the Managing General Partner, and Mel G. Riggs,
Vice President and Chief Financial Officer of the Managing General Partner,
evaluated  the effectiveness of the Partnership's disclosure  controls  and
procedures.  Based on their evaluation, they believe that:

     The  disclosure  controls  and  procedures  of  the  Partnership  were
     effective in ensuring that information required to be disclosed by the
     Partnership in the reports it files or submits under the Exchange  Act
     was  recorded,  processed,  summarized and reported  within  the  time
     periods specified in the SEC's rules and forms; and

     The  disclosure  controls  and  procedures  of  the  Partnership  were
     effective  in  ensuring  that  material  information  required  to  be
     disclosed by the Partnership in the report it filed or submitted under
     the  Exchange  Act was accumulated and communicated  to  the  Managing
     General  Partner's  management, including its Chief Executive  Officer
     and  Chief Financial Officer, as appropriate to allow timely decisions
     regarding required disclosure.

Internal Control Over Financial Reporting
There  has  not been any change in the Partnership's internal control  over
financial reporting that occurred during the six months ended June 30, 2004
that has materially affected, or is reasonably likely to materially affect,
internal control over financial reporting.



<PAGE>
                       PART II. - OTHER INFORMATION


Item 1.   Legal Proceedings

          None

Item 2.   Changes in Securities

          None

Item 3.   Defaults Upon Senior Securities

          None

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

          None

Item 5.   Other Information

          None

Item 6.   Exhibits and Reports on Form 8-K

             (a)           Exhibits:

             31.1 Rule 13a-14(a)/15d-14(a) Certification
31.2 Rule 13a-14(a)/15d-14(a) Certification
             32.1 Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section
                  1350, as
               adopted  Pursuant  to Section 906 of the Sarbanes-Oxley  Act
                  of 2002
             32.2 Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section
                  1350, as
               adopted  Pursuant  to Section 906 of the Sarbanes-Oxley  Act
               of 2002

             (b)        Reports on Form 8-K:

                       The  Partnership filed an 8-K on June 3, 2004  under
             Item  1  "Changes  in  Control  of  Registrant"  and  Item   7
             "Financial  Statements,  Pro forma Financial  Information  and
             Exhibits."

<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.

                                 SOUTHWEST OIL & GAS
                                 INCOME FUND VIII-A, L.P.
                                 a Delaware limited partnership


                                 By:   Southwest Royalties, Inc.
                                       Managing General Partner



                                 By: /s/ Mel G. Riggs
                                   Mel G. Riggs
                                     Vice  President  and  Chief  Financial
Officer


Date:  August 12, 2004

<PAGE>
                    SECTION 302 CERTIFICATION                Exhibit 31.1


I, L. Paul Latham, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Southwest Oil  &
Gas Income Fund VIII-A, L.P.

2.Based  on my knowledge, this report does not contain any untrue statement
  of  a  material fact or omit to state a material fact necessary  to  make
  the  statements  made,  in light of the circumstances  under  which  such
  statements  were made, not misleading with respect to the period  covered
  by this report;

3.Based  on  my  knowledge, the financial statements, and  other  financial
  information  included  in  this report, fairly present  in  all  material
  respects  the financial condition, results of operations and  cash  flows
  of the registrant as of, and for, the periods presented in this report;

4.The  registrant's other certifying officer(s) and I are  responsible  for
  establishing  and  maintaining disclosure  controls  and  procedures  (as
  defined   in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for   the
  registrant and have:

  a)Designed  such  disclosure  controls and  procedures,  or  caused  such
     disclosure   controls  and  procedures  to  be  designed   under   our
     supervision,  to  ensure  that material information  relating  to  the
     registrant, including its consolidated subsidiaries, is made known  to
     us  by others within those entities, particularly during the period in
     which this report is being prepared;

  b)Evaluated  the  effectiveness of the registrant's  disclosure  controls
     and  procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such evaluation; and

  c)Disclosed  in  this  report  any change in  the  registrant's  internal
     control over financial reporting that occurred during the registrant's
     most recent fiscal quarter (the registrant's fourth fiscal quarter  in
     the  case  of  an annual report) that has materially affected,  or  is
     reasonably  likely  to  materially affect, the  registrant's  internal
     control over financial reporting; and

5.The  registrant's other certifying officer(s) and I have disclosed, based
  on  our  most  recent  evaluation  of  internal  control  over  financial
  reporting,  to  the  registrant's auditors and  the  audit  committee  of
  registrant's  board  of directors (or persons performing  the  equivalent
  functions):

  a)All  significant deficiencies and material weaknesses in the design  or
     operation   of   internal  control  over  financial  reporting   which
     reasonably  likely  to  adversely affect the registrant's  ability  to
     record, process, summarize and report financial information; and

  b)Any  fraud, whether or not material, that involves management or  other
     employees  who  have  a significant role in the registrant's  internal
     control over financial reporting.


Date:  August 12, 2004             /s/ L. Paul Latham
                                   L. Paul Latham
                                   President and Chief Executive Officer
                                   of Southwest Royalties, Inc., the
                                   Managing General Partner of
                                    Southwest Oil & Gas Income Fund VIII-A,
L.P.


<PAGE>
                    SECTION 302 CERTIFICATION                Exhibit 31.2


I, Mel G. Riggs, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Southwest Oil  &
Gas Income Fund VIII-A. L.P.,

2.Based  on my knowledge, this report does not contain any untrue statement
  of  a  material fact or omit to state a material fact necessary  to  make
  the  statements  made,  in light of the circumstances  under  which  such
  statements  were made, not misleading with respect to the period  covered
  by this report;

3.Based  on  my  knowledge, the financial statements, and  other  financial
  information  included  in  this report, fairly present  in  all  material
  respects  the financial condition, results of operations and  cash  flows
  of the registrant as of, and for, the periods presented in this report;

4.The  registrant's other certifying officer(s) and I are  responsible  for
  establishing  and  maintaining disclosure  controls  and  procedures  (as
  defined   in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for   the
  registrant and have:

  a)Designed  such  disclosure  controls and  procedures,  or  caused  such
     disclosure   controls  and  procedures  to  be  designed   under   our
     supervision,  to  ensure  that material information  relating  to  the
     registrant, including its consolidated subsidiaries, is made known  to
     us  by others within those entities, particularly during the period in
     which this report is being prepared;

  b)Evaluated  the  effectiveness of the registrant's  disclosure  controls
     and  procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such evaluation; and

  c)Disclosed  in  this  report  any change in  the  registrant's  internal
     control over financial reporting that occurred during the registrant's
     most recent fiscal quarter (the registrant's fourth fiscal quarter  in
     the  case  of  an annual report) that has materially affected,  or  is
     reasonably  likely  to  materially affect, the  registrant's  internal
     control over financial reporting; and

5.The  registrant's other certifying officer(s) and I have disclosed, based
  on  our  most  recent  evaluation  of  internal  control  over  financial
  reporting,  to  the  registrant's auditors and  the  audit  committee  of
  registrant's  board  of directors (or persons performing  the  equivalent
  functions):

  a)All  significant deficiencies and material weaknesses in the design  or
     operation   of   internal  control  over  financial  reporting   which
     reasonably  likely  to  adversely affect the registrant's  ability  to
     record, process, summarize and report financial information; and

  b)Any  fraud, whether or not material, that involves management or  other
     employees  who  have  a significant role in the registrant's  internal
     control over financial reporting.


Date:  August 12, 2004             /s/ Mel G. Riggs
                                   Mel G. Riggs
                                     Vice  President  and  Chief  Financial
Officer of
                                   Southwest Royalties, Inc., the
                                   Managing General Partner of
                                    Southwest Oil & Gas Income Fund VIII-A,
L.P.
<PAGE>
                         CERTIFICATION PURSUANT TO
                               Exhibit 32.1
                          19 U.S.C. SECTION 1350,
                          AS ADOPTED PURSUANT TO
               SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


      In connection with the Quarterly Report of Southwest Oil & Gas Income
Fund  VIII-A,  Limited Partnership (the "Company") on  Form  10-Q  for  the
period  ending  June  30,  2004 as filed with the Securities  and  Exchange
Commission  on  the  date hereof (the "Report"), I, L. Paul  Latham,  Chief
Executive Officer of the Managing General Partner of the Company,  certify,
pursuant  to 18 U.S.C.  1350, as adopted pursuant to  906 of the  Sarbanes-
Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of section 13(a) or
       15(d) of the Securities Exchange Act of 1934; and

     (2)   The information contained in the Report fairly presents, in  all
       material respects, the financial condition and
results of operation of the
       Company.


Date:  August 12, 2004




/s/ L. Paul Latham
L. Paul Latham
President and Chief Executive Officer
  of Southwest Royalties, Inc., the
  Managing General Partner of
  Southwest Oil & Gas Income Fund VIII-A, L.P.

<PAGE>

                          CERTIFICATION PURSUANT TO
                               Exhibit 32.2
                          19 U.S.C. SECTION 1350,
                          AS ADOPTED PURSUANT TO
               SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


      In connection with the Quarterly Report of Southwest Oil & Gas Income
Fund  VIII-A,  Limited Partnership (the "Company") on  Form  10-Q  for  the
period  ending  June  30,  2004 as filed with the Securities  and  Exchange
Commission  on  the  date hereof (the "Report"), I,  Mel  G.  Riggs,  Chief
Financial Officer of the Managing General Partner of the Company,  certify,
pursuant  to 18 U.S.C.  1350, as adopted pursuant to  906 of the  Sarbanes-
Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of section 13(a) or
       15(d) of the Securities Exchange Act of 1934; and

     (2)   The information contained in the Report fairly presents, in  all
       material respects, the financial condition and
results of operation of the
       Company.


Date: August 12, 2004




/s/ Mel G. Riggs
Mel G. Riggs
Vice President and Chief Financial Officer of
  Southwest Royalties, Inc., the
  Managing General Partner of
  Southwest Oil & Gas Income Fund VIII-A, L.P.

<PAGE>