<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D. C.  20549
                           ------------------------


                                   FORM 10-Q

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

                 For the quarter period ended:  MARCH 31, 1997

                                      OR

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

                         Commission File No.  1-10547

                     MERIDIAN POINT REALTY TRUST VIII CO.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

           MISSOURI                                   94-3058019
           --------                                   ----------
(State or other jurisdiction of               (I.R.S. Employer I.D. Number)
incorporation or organization)

      655 MONTGOMERY STREET, SUITE 800, SAN FRANCISCO, CALIFORNIA  94111
--------------------------------------------------------------------------------
             (Address and zip code of principal executive offices)


     Registrant's telephone number, including area code:    (415) 274-1808


                                     NONE
--------------------------------------------------------------------------------
  (Former name, 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.

                           Yes   X             No
                                ---                ---

  Indicate the number of shares outstanding of the common and preferred stock
                      as of the latest practicable date:

      SHARES OF COMMON STOCK OUTSTANDING AS OF APRIL 30, 1997:  1,609,937
    SHARES OF PREFERRED STOCK OUTSTANDING AS OF APRIL 30, 1997:  5,273,927

<PAGE>
 
--------------------------------------------------------------------------------
                         PART 1:  FINANCIAL INFORMATION
--------------------------------------------------------------------------------

ITEM 1:        CONSOLIDATED FINANCIAL STATEMENTS

          The accompanying unaudited consolidated financial statements should be
read in conjunction with the 1996 Form 10-K of the registrant (the "Company").
These statements have been prepared in accordance with the instructions of the
Securities and Exchange Commission Form 10-Q and do not include all the
information and footnotes required by generally accepted accounting principles
for complete consolidated financial statements.

          In the opinion of the Company's management, all material adjustments
of a normal and recurring nature considered necessary for a fair presentation of
results of operations for the interim periods have been included.  The results
of consolidated operations for the three months ended March 31, 1997 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1997.

                                       2
<PAGE>
 
                     MERIDIAN POINT REALTY TRUST VIII CO.
                          CONSOLIDATED BALANCE SHEETS
                     MARCH 31, 1997 AND DECEMBER 31, 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
 
                                                                             1997            1996     
-----------------------------------------------------------------------------------------------------
<S>                                                                      <C>             <C>         
ASSETS                                                                                               
INVESTMENT IN REAL ESTATE:                                                                           
Rental Properties, Net                                                   $ 81,849,028    $ 81,834,510
Less:   Accumulated Depreciation                                          (15,710,139)    (15,152,397)
-----------------------------------------------------------------------------------------------------
                                                                           66,138,889      66,682,113
OTHER ASSETS:                                                                                        
Cash and Cash Equivalents                                                   2,820,662       2,791,670
Receivables, Net of Reserves of $-0- and $25,961 as of                                               
  March 31, 1997 and December 31, 1996, respectively                          614,324         493,942
Capitalized Loan Costs, Net of Accumulated Amortization of                                           
  $735,297 and $709,158 as of March 31, 1997 and                                                     
  December 31, 1996, respectively                                              82,778         108,918
Capitalized Lease Commissions, Net of Accumulated                                                    
  Amortization of $364,016 and $331,172 as of                                                        
  March 31, 1997 and December 31, 1996, respectively                          316,581         308,835
Other Assets, Net of Accumulated Amortization of $384,440 and                                        
  $365,084 as of March 31, 1997 and December 31, 1996,                                               
  respectively                                                              1,156,080       1,208,477
-----------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                             $ 71,129,314    $ 71,593,955
=====================================================================================================
                                                                                                     
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                 
LIABILITIES:                                                                                         
Mortgage Notes Payable                                                   $  7,514,382    $  7,570,281
Long-term Debt Facility                                                    19,936,282      20,042,421
Due to Affiliates                                                             153,000         163,000
Accounts Payable                                                              889,755       1,184,057
Tenant Deposits and Other Liabilities                                         158,665         168,218
-----------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                          28,652,084      29,127,977
-----------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY:                                                                                
Shares of Common and Preferred Stock, par value $0.001; an                                           
  aggregate of 50,000,000 Common and Preferred Shares                                                
  authorized; 1,609,937 Common Shares and 5,273,927 Preferred                                        
  Share issued and outstanding as of March 31, 1997 and                                              
  December 31, 1996, respectively                                               6,884           6,884
Paid-in Capital                                                            65,389,820      65,389,820
Distributions in Excess of Income                                         (22,919,474)    (22,930,726)
-----------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY                                                 42,477,230      42,465,978
-----------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                               $ 71,129,314    $ 71,593,955
===================================================================================================== 
</TABLE>
        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>
 
                     MERIDIAN POINT REALTY TRUST VIII CO.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
 
                                                                  1997           1996    
----------------------------------------------------------------------------------------
<S>                                                            <C>           <C>        
REVENUES:                                                                               
Rentals from Real Estate Investments                           $2,659,157     $2,304,672
Interest and Other                                                 37,904         41,967
----------------------------------------------------------------------------------------
TOTAL REVENUES                                                  2,697,061      2,346,639
----------------------------------------------------------------------------------------
                                                                                        
EXPENSES:                                                                               
Interest and Amortization of Loan Costs                           632,041        716,833
Property Taxes                                                    398,877        468,704
Property Operating Costs                                          358,856        333,395
General and Administrative                                        209,363        229,770
Depreciation and Amortization                                     604,801        616,675
----------------------------------------------------------------------------------------
TOTAL EXPENSES                                                  2,203,938      2,365,377
----------------------------------------------------------------------------------------
                                                                                        
INCOME (LOSS) BEFORE GAIN ON DISPOSITION OF ASSETS                493,123        (18,738)
Gain on Disposition of Assets                                          --         47,452
----------------------------------------------------------------------------------------
                                                                                        
NET INCOME                                                     $  493,123     $   28,714
========================================================================================
                                                                                        
NET INCOME                                                     $  493,123     $   28,714
Preferred Distributions Declared                                 (369,175)      (369,175)
----------------------------------------------------------------------------------------
                                                                                        
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS             $  123,947     $ (340,461)   
========================================================================================
                                                                                        
NET INCOME (LOSS) PER COMMON SHARE                                  $0.08         $(0.21)
========================================================================================
                                                                                        
PREFERRED DISTRIBUTIONS PER SHARE                                   $0.07          $0.07
COMMON DISTRIBUTIONS PER SHARE                                      $0.07          $0.07
========================================================================================
</TABLE>
 The accompanying notes are an integral part of these consolidated statements.

                                       4
<PAGE>
 
                      MERIDIAN POINT REALTY TRUST VIII CO.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                        1997          1996          
---------------------------------------------------------------------------------------------
                                                                                            
CASH FLOWS FROM OPERATING ACTIVITIES:                                                       
<S>                                                                 <C>           <C>       
Net Income                                                          $  493,123    $   28,714
Adjustments to Reconcile Net Income to                                                      
 Net Cash Provided by Operating Activities:                                                 
  Depreciation                                                         557,742       571,887
  Amortization - Other                                                  78,339        70,930
  Gain on Disposition of Assets                                             --       (47,452)
Decrease (Increase) in Accounts Receivable                            (120,382)      134,484
Decrease in Accounts Payable                                          (294,302)      (89,594)
Net Change in Other Assets and Other Liabilities                        13,489       (73,508)
---------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                              728,009       595,461
---------------------------------------------------------------------------------------------
                                                                                            
CASH FLOWS FROM INVESTING ACTIVITIES:                                                       
Improvements to Existing Real Estate                                   (14,518)      (20,240)
Additions to Capitalized Lease Commissions                             (40,590)      (23,618)
Net Cash Received on Sale of Properties                                     --        73,603
---------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                    (55,108)       29,745
---------------------------------------------------------------------------------------------
                                                                                            
CASH FLOWS FROM FINANCING ACTIVITIES:                                                       
Principal Payments on Debt Facility                                   (106,139)     (225,666)
Principal Payments on Mortgage Notes Payable                           (55,899)      (51,266)
Distributions Paid to Shareholders                                    (481,871)     (481,871)
---------------------------------------------------------------------------------------------
NET CASH USED IN FINANCING ACTIVITIES                                 (643,909)     (758,803)
---------------------------------------------------------------------------------------------
                                                                                            
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    28,992      (133,597)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       2,791,670     5,016,216
---------------------------------------------------------------------------------------------
                                                                                            
CASH AND CASH EQUIVALENTS, END OF PERIOD                            $2,820,662    $4,882,619
============================================================================================ 
</TABLE>

 The accompanying notes are an integral part of these consolidated statements.

                                       5
<PAGE>
 
                     MERIDIAN POINT REALTY TRUST VIII CO.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                MARCH 31, 1997
                                  (UNAUDITED)


1.   GENERAL.

     Meridian Point Realty Trust VIII Co. ("the Company") is a corporation
organized for the purpose of acquiring, operating and holding for investment
income-producing commercial and industrial real estate.  The Company was formed
as a self liquidating finite-life REIT.  However, at the annual meeting of
shareholders held on June 14, 1996, the shareholders approved an amendment to
the Company's Bylaws related to investment policy which will allow the Company
to reinvest proceeds from the sale of property into the purchase of new
property, making the Company an infinite-life REIT.  The general purpose of the
Company is to seek income that qualifies under the REIT provisions of the
Internal Revenue Code.  At such time as it is in the best interests of the
Company's shareholders to do so, the Board of Directors intends to make
investments in such a manner as to comply with the requirements of the REIT
Provisions of the Internal Revenue Code with respect to the composition of the
Company's investments and the derivation of its income.  The Company commenced
operations on October 17, 1988.

2.   CONSOLIDATION.

     The consolidated financial statements include the Company and NASH-IND
Corporation, a wholly-owned corporate subsidiary of the Company.  All
significant intercompany transactions and balances have been eliminated.

3.   STATEMENTS OF CASH FLOWS.

     For purposes of the statements of cash flows, the Company considers all
short-term investments with a maturity of three months or less to be cash
equivalents.

     Cash paid for interest was $606,944 and $690,690 for the three months ended
March 31, 1997 and 1996, respectively.

4.   RENTALS FROM REAL ESTATE INVESTMENTS.

     Certain of the Company's leases require lessees to pay all or a portion
of real estate taxes, insurance, and operating costs ("Expense Recaptures").
Expense Recaptures for the three months ended March 31, 1997 and 1996 totaled
$433,838 and $192,825, respectively.

5.   INVESTMENTS IN REAL ESTATE AND DEPRECIATION METHODS.

     Investments in Real Estate are stated at the lower of depreciated cost or
net realizable value. Net realizable value for financial reporting purposes: (i)
is evaluated and identified quarterly by the Company on a property by property
basis using undiscounted cashflows; (ii) is measured by comparing the Company's
estimate of fair value based upon either sales comparables or the net cash
expected to be generated by the property (comprised of the forecasted operations
for the property based upon historical results, together with management's
estimates of the property's future occupancy, lease rates and capital
improvement requirements), less estimated carrying costs (including interest)
throughout the anticipated holding period, plus the estimated cash proceeds from
the ultimate disposition of the property; and (iii) is not necessarily an
indication of the property's current value or the amount that will be realized
upon the ultimate disposition of the property. To the extent net realizable
value is less than carrying value, a Provision for Decrease in Net Realizable
Value is recorded. Net realizable value is not necessarily an indication of the
property's current value or the amount that will be realized on its disposition.
As of 

                                       6
<PAGE>
 
March 31, 1997 and December 31, 1996, the Company had recognized a cumulative
Provision for Decrease in Net Realizable Value of $5,167,000. This amount was
recorded in years prior to 1996.

     Depreciation and amortization have been calculated under the straight-line
method, based upon the estimated useful lives of the assets. Property and
property additions are depreciated over 35 years. Expenditures for maintenance,
repairs, and improvements which do not materially prolong the normal useful life
of an asset are charged to operations as incurred. Leasing commissions and
tenant improvements are amortized under the straight-line method over the term
of the related lease.

6.   DEBT FACILITY.

     As of March 31, 1997 and December 31, 1996, there was outstanding under a
facility with an insurance company $19,936,282 and $20,042,421, respectively.
This facility has provided the Company with financing for property acquisitions,
capital improvements, and general operating needs. These advances bear fixed
interest rates for periods ranging from three months to two years. Under the
existing facility agreements, the various advances and the corresponding
interest rate contracts mature on the dates specified below.
<TABLE>
<CAPTION>
                                             
                                             ADVANCE AND      
                NOTIONAL AMOUNT           INTEREST MATURITY   
                 AS OF 3/31/97    RATE          DATE          
             ----------------------------------------------   
<S>             <C>               <C>     <C>                 
                    $ 5,906,881   8.87%   July 1997           
                     11,242,420   8.87%   July 1997           
                      2,786,981   8.80%   July 1998           
                    -----------                               
                    $19,936,282                               
                    ===========                               
</TABLE>

     As detailed above, the Company's debt facility has total principal
maturities of approximately $17.1 million in July 1997. The Company is currently
negotiating with lenders to obtain permanent mortgage loan financing (the
"Permanent Financing") to pay off the entire remaining facility. The
negotiations currently contemplate that the Permanent Financing would be secured
by deeds of trust on certain of the Company's real estate investments.
Management believes that it is more likely than not that the Company will close
on the Permanent Financing or other sources of financing to retire the insurance
facility; however, there can be no assurance as to the ultimate outcome of the
negotiations.

7.   DISPOSITION OF PROPERTY.

     In 1996 the Company sold all of its personal property for $73,603 resulting
in a gain on sale of $47,452.

8.   NET INCOME (LOSS) PER COMMON SHARE.

     Net income (loss) per common share is determined by dividing net income,
after deduction of preferred stock dividends, by the weighted average number of
shares of common stock outstanding during the year. Weighted average common
shares outstanding for the three months ended March 31, 1997 and 1996 was
1,609,937.

9.   INCOME TAXES.

     The Company intends to qualify and elect to be treated as a real estate
investment trust ("REIT") for the year ending December 31, 1997. As such, the
Company should be allowed a deduction for dividends paid to shareholders if the
Company satisfies certain income, asset and distribution requirements.
Accordingly, no provision for federal income taxes has been made in the
accompanying Consolidated Statements of Operations for the three months ended
March 31, 1997 and 1996.

                                       7
<PAGE>
 
10.  DECLARATION OF DIVIDENDS.

     Under the Company's articles of incorporation, the Board cannot declare any
dividends on common shares until it had first declared dividends on the
preferred shares' annual preference amount as computed under those articles.

     The preferred shares generally have a non-cumulative preferential right to
such current dividends as are declared each year by the Board up to an amount
equal to the lesser of (a) 6% of the aggregate adjusted stated value of
preferred shares, (b) earnings and profits for the prior year, or (c) the amount
legally available for distribution by the Company.

     On March 7, 1997, the Board of Directors (the "Board") declared dividends
in the amount of $0.07 per preferred share and $0.07 per common share, payable
on March 31, 1997 to shareholders of record on March 20, 1997. In addition, at
that meeting the Board also declared quarterly preference dividends on the
preferred stock equal to $0.07 per preferred share payable on June 30 and
September 30, 1997 and $0.08 per preferred share payable on December 31, 1997
for preferred shareholders of record on June 19, September 19 and December 19,
1997, respectively.

11.  MANAGEMENT AGREEMENT.

     Effective December 1, 1995, the Company terminated the Amended and Restated
Employee Leasing Agreement with Meridian Point Properties, Inc. ("MPP") of San
Francisco, California and entered into a management agreement with TIS Financial
Services, Inc. ("TIS") of San Francisco, California. Under the new management
agreement, the Company retained TIS to manage its assets, properties and
investments in addition to performing administrative services for the Company.
The agreement is on a month-to-month basis. The Company pays a base management
fee calculated on an annual basis to be an amount equal to 0.75% of the
Company's Average Invested Assets, as defined in the agreement. This agreement
requires that TIS pay the employment expenses of its personnel.

     Under the management agreement with TIS, the Company accrued $155,000 and
$150,000 as the estimated management fee for the three months ended March 31,
1997 and 1996, respectively. This amount is included in Property Operating
Costs. During the three months ended March 31, 1996, the Company accrued
$150,000 as the estimated management fee.

12.  SUBSEQUENT EVENTS

     On April 10, 1997, the Company announced that it had concluded an agreement
for the sale of its Interchange D property in Richland, Mississippi for
$3,050,000. On April 21, 1997, the Company announced that it had entered into a
letter of intent for the sale of its industrial property in Bedford Park,
Illinois for $5,420,000. On April 30, 1997, the Company announced that it had
entered into letters of intent to acquire three properties aggregating 71,428
square feet in Palm Beach County, Florida.

                                       8
<PAGE>
 
ITEM 2:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.

     The Company owns a geographically diversified portfolio of real estate
equity interests consisting of income-producing industrial and commercial real
estate. The following discussion should be read in conjunction with the
Company's Consolidated Balance Sheets, Consolidated Statements of Operations and
Consolidated Statements of Cash Flows and the notes thereto. Unless otherwise
defined in this report, or unless the context otherwise requires, the
capitalized words or phrases referred to in this section either: (a) describe
accounting terms that are used as line items in such financial statements, or
(b) have the meanings ascribed to them in such financial statements and the
notes thereto.

LIQUIDITY AND CAPITAL RESOURCES.

     The Company's main sources of liquidity are: (i) cash flows from operating
activities, (ii) cash reserves, and (iii) net proceeds from the sale of the
Company's real properties. A summary of the Company's historical cash flows is
as follows:
<TABLE>
<CAPTION>
                                                     FOR THE THREE MONTHS ENDED
                                                     --------------------------
                                                              MARCH 31,
                                                              ---------
                                                         1997            1996
                                                         ----            ----   
<S>                                               <C>              <C>
       Cash flows provided by (used in):    
         Operating activities                         $ 728,009       $ 595,461 
         Investing activities                           (55,108)         29,745 
         Financing activities                          (643,909)       (758,803)
                                                                                
</TABLE>

     In addition to cash flows and net income, management and industry analysts
generally consider Funds From Operations to be one additional measure of the
performance of an equity Real Estate Investment Trust (REIT) because, together
with net income and cash flows, Funds From Operations provides investors with an
additional basis to evaluate the ability of the Company to incur and service
debt and to fund acquisitions and other capital expenditures. However, Funds
From Operations does not measure whether cash flow is sufficient to fund all of
the Company's cash needs including principal amortization, capital improvements,
and distributions to shareholders. Funds From Operations also does not represent
cash generated from operating, investing or financing activities as determined
in accordance with generally accepted accounting principles. Funds From
Operations should not be considered as an alternative to net income as an
indicator of the Company's operating performance or as an alternative to cash
flow as a measure of liquidity. Funds From Operations represents net income
(loss) adjusted for depreciation on real property and amortization of tenant
improvement costs and lease commissions, gains from the sale of property and net
realizable value (NRV) provisions. A reconciliation of the Company's net income
to Funds From Operations is as follows:
<TABLE>
<CAPTION>
 
                                      FOR THE THREE MONTHS ENDED
                                      ---------------------------
                                               MARCH 31,
                                               ---------         
                                          1997           1996
                                          ----           ----    
 
<S>                                   <C>             <C>
      Net income                         $  493,123     $ 28,714
      Reconciling items:
        Depreciation and amortization       604,801      616,675
        Gain on sales of property                --      (47,452)
                                         ----------     --------
      Funds from operations              $1,097,924     $597,937
                                         ==========     ========
</TABLE>

     The increase in Funds From Operations of $499,987 for the three months
ended March 31, 1997 as compared with the same period in 1996 is primarily the
result of the increase in the accrual of expense recaptures described below (an
increase of approximately $241,000) which is primarily a refinement in the
timing of recording such accruals, together with lower interest and property tax
expense. However, as 

                                       9
<PAGE>
 
described below, much of the increase relates to the timing of recording certain
transactions in the year ended December 31, 1996 rather than a change in the
results of operations.

     The Company's principal applications of its cash resources are (i)
operating expenses related to real estate operations, general and administrative
expenses, interest expense, and legal costs, (ii) capital improvements, and
(iii) principal payments under its long-term debt facilities and mortgage notes
payable. During the first three months of 1997, Funds From Operations were
sufficient to fully fund the Company's cash needs. The Company considers its
ability to generate cash from operations adequate to meet its presently
foreseeable cash requirements. However, (i) unanticipated decreases in revenues
and/or unanticipated increases in expenses, (ii) an unanticipated decrease in
property values resulting in additional required principal payments, or (iii)
renegotiation of the Company's debt facility on terms unfavorable to the Company
(see Note 6 to the Company's financial statements) could adversely affect cash
flow and cause the Company to make use of other sources of liquidity.

     Funds From Operations may be affected in the future by changes in rental
rates and occupancy levels. As of March 31, 1997, the Company's properties were
97% occupied. Through the end of 1997, leases covering approximately 13% of the
Company's leased space are scheduled to expire.

     As of March 31, 1997, the Company had cash and cash equivalents of
approximately $2.8 million.

     Based on management's estimates of the values as of December 31, 1996, the
Company is in compliance with all covenants contained in the loan agreement for
its facility. The lender, however, has complete discretion regarding valuations
and is currently reviewing management's estimates of value. If the lender were
to calculate a loan-to-value ratio greater than 55%, the Company would have to
make an Excess Cash payment, and the Company's dividends could be restricted.
(See Note 6 to the Company's financial statements.)

     The Company has previously determined that a soil settlement problem exists
at the 1033 East Maricopa property in Phoenix, Arizona. In that regard, the
Company instituted a lawsuit against the entity from which the property was
purchased and a related party in 1994. During the 3rd quarter of 1996, the
Company settled the lawsuit in return for monetary consideration. The amount of
the settlement will offset, to a material extent, any costs to rehabilitate the
property. Furthermore, the Company is now investigating the possibility of
insurance recoveries regarding this property.

     Capital expenditures for the three months ended March 31, 1997 and 1996
totaled $55,108 and $43,858, respectively.

     On April 10, 1997, the Company announced that it had concluded an agreement
for the sale of its Interchange D property in Richland, Mississippi for
$3,050,000. On April 21, 1997, the Company announced that it had entered into a
letter of intent for the sale of its industrial property in Bedford Park,
Illinois for $5,420,000. On April 30, 1997, the Company announced that it had
entered into letters of intent to acquire three properties aggregating 71,428
square feet in Palm Beach County, Florida.

     During the three months ended March 31, 1997 and the three months ended
March 31, 1996, distributions totaling $481,871 were made to shareholders. On
March 7, 1997, the Board of Directors (the "Board") declared dividends in the
amount of $0.07 per preferred share and $0.07 per common share, payable on March
31, 1997 to shareholders of record on March 20, 1997. At the March 7, 1997
meeting, the Board also declared quarterly preference dividends on the preferred
stock equal to $0.07 per preferred share, payable on June 30 and September 30,
1997 and $0.08 per preferred share payable on December 31, 1997 for preferred
shareholders of record on June 19, September 19 and December 19, respectively.
On March 12, 1996, the Board declared dividends in the same amounts payable
March 29, 1996 to shareholders of record on March 19, 1996.

                                       10
<PAGE>
 
MATERIAL CHANGES IN RESULTS OF OPERATIONS.

     Rentals from Real Estate Investments totaled $2,659,157 and $2,304,672 for
the three months ended March 31, 1997 and 1996, respectively. The increase of
$354,485 in 1997 is primarily due to the increased accrual of expense recaptures
which totaled $433,838 in 1997 as compared to $192,825 in 1996. The increase
results from a refinement in the timing of recording expense recapture
accruals.In addition, base rental income of $104,087 was not recorded in the
three months ended March 31, 1996 as it was the subject of legal action at the
time. This amount was subsequently received and recorded in the quarter ended
June 30, 1996.

     Compared to the same period in 1996, Interest and Other revenue decreased
by $4,063 to $37,904 for the three month period ended March 31, 1996. The
decrease is primarily due to decreases in the Company's average cash balances
available for investment.

     Interest and Amortization of Loan Costs for the three months ended March
31, 1997 decreased by $84,792 as compared to the comparable prior year period
because of principal paydowns on the mortgage notes payable and debt facility.
The average debt outstanding during the three months ended March 31, 1997 was
$29,879,661 as compared to $31,903,098 during the comparable prior year period.

     Property Taxes totaled $398,877 and $468,704 for the three months ended
March 31, 1997 and 1996, respectively. The decrease of $69,827 is primarily due
to a decrease in the assessed values of the Company's properties with a
consequent reduction in property taxes.

     Property Operating Costs for the three months ended March 31, 1997 were
$25,461 more than in the comparable period of the prior year. The increase
primarily relates to the absorption of utility costs of a vacant property. In
1996 these costs were paid directly by the tenant.

     Compared to the same period in 1996, General and Administrative costs
decreased by $20,407 to $209,363 for the three month period ended March 31,
1997. This decrease is primarily due to lower legal fees in 1997 than in 1996.
The 1996 expense included costs incurred in connection with the Company's
termination of the employee leasing agreement with MPP.

     Included in Net Income are the non-cash expenses of Depreciation and
Amortization. For the three months ended March 31, 1997 and 1996, these expenses
totaled $604,801 and $616,675, respectively. The decrease of $11,874 during 1997
compared to 1996, is primarily due to the sale of all the Company's personal
property in the 1996 quarter.

     During the three months ended March 31, 1997, the Company sold all of its
personal property at a gain of $47,452.

                                       11
<PAGE>
 
--------------------------------------------------------------------------------
                          PART II:  OTHER INFORMATION
--------------------------------------------------------------------------------

ITEM 1.   LEGAL PROCEEDINGS.

There are no material pending legal proceedings which the Company or any
partnership in which the Company has an interest is a party, or to which any of
the assets of the Company or any such partnership is subject.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

(a)       Exhibits:  None

(b)  No reports on Form 8-K were filed during the quarter ended March 31, 1997.



                                   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.



                              REGISTRANT

                              MERIDIAN POINT REALTY TRUST VIII CO.



May 9, 1997                   By:  /s/ Lorraine O. Legg
                                   --------------------
                                   Lorraine O. Legg,
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)



May 9, 1997                   By:  /s/ John E. Castello
                                   --------------------
                                   John E. Castello,
                                   Senior Vice President and
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)

                                       12