SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q /_x_/ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 2002 /___/ Transition report pursuant to Section 13 or 15(d) of the Securities Act of 1934 for the transition period from ______________ to ________________. Commission File Number 2-90168 DSI REALTY INCOME FUND VIII, A California Limited Partnership (Exact name of registrant as specified in its charter) California_______________________________________95-0050204 (State or other jurisdiction of (I.R.S. Employer incorporation) Identification No.) 6700 E. Pacific Coast Hwy., Long Beach, California 90803 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code-(562)493-8881 _________________________________________________________________ Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _x_. No__. PART I - FINANCIAL INFORMATION Item 1. Financial Statements. The information required by Rule 10-01 of Regulation S-X is included in the Quarterly Report to the Limited Partners of Registrant for the period ended March 31, 2002 which is attached hereto as Exhibit "20" and incorporated herein by this reference. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Registrant incorporates by this reference its Quarterly Report to Limited Partners for the period ended March 31, 2002. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8K. (a) Attached hereto as Exhibit "20" is Registrant's Quarterly Report to Limited Partners for the period ended March 31, 2002. (B) Registrant did not file any reports on Form 8-K for the period reported upon. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: April 26, 2002 DSI REALTY INCOME FUND VIII A California Limited Partnership (Registrant) By____\s\ Robert J. Conway_____ DSI Properties, Inc., as General Partner by ROBERT J. CONWAY, President and Chief Financial Officer SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: April 26, 2002 DSI REALTY INCOME FUND VIII A California Limited Partnership (Registrant) By__\s\ Robert J. Conway________ DSI Properties, Inc., as General Partner by ROBERT J. CONWAY, President and Chief Financial Officer April 26, 2002 		QUARTERLY REPORT TO THE LIMITED PARTNERS 			OF DSI REALTY INCOME FUND VIII DEAR LIMITED PARTNERS: We are pleased to enclose the Partnership's unaudited financial statements for the period ended March 31, 2002. The following is Management's discussion and analysis of the Partnership's financial condition and results of its operations. For the three-month periods ended March 31, 2002 and 2001, total revenues increased 3.4% from $617,806 to $638,942, total expenses increased 9.5% from $239,595 to $262,313, other income decreased from $1,561 to $282 and equity in income of the real estate joint venture decreased 14.3% from $43,394 to $37,188. As a result, net income decreased 2.1% from $423,166 to $414,099 for the three-month period ended March 31, 2002, as compared to the same period in 2001. Rental revenue increased as a result of higher occupancy and unit rental rates. Occupancy levels for the Part- nership's five mini-storage facilities averaged 86.4% for the three month period ended March 31, 2002, and 93.3% for the same period in 2001. The Partnership is continuing its marketing efforts to attract and keep new tenants in its various mini-storage facilities. Operating expenses in- creased approximately $20,500 (12.5%) primarily as a result of higher maintenance and repair and workers compensation insurance expenses. General and administrative expenses increased approximately $2,200 (2.9%) primarily as a result of higher equipment and computer lease expenses. Equity in income of real estate joint venture decreased as a result of lower rental revenue at the joint venture property. On April 5, 2002, the General Partners received a copy of a hostile tender offer from MacKenzie Patterson, Inc. and associated corporations and limited partnerships to purchase all of the units in the Partnership. The General Partners have determined that the hostile tender offer is not in the best interests of the Limited Partners, that the tender offer is grossly inadequate given the performance history of the Limited Partnership and the inherent value of the units, and recommend that the Limited Partners reject the hostile tender offer and not tender their Units pursuant thereto. The General Partners will continue their policy of funding continuing improvement and maintenance of Partnership properties with cash generated from operations. The Partnership's resources appear to be adequate to meet its needs. The General Partners anticipate distributions to the Limited Partners to remain at the current level for the foreseeable future. We are not enclosing a copy of the Partnership Form 10-Q as filed with the Securities and Exchange Commission since all the information set forth therein is contained either in this letter or in the attached financial statements. However, if you wish to receive a copy of said report, please send a written request to DSI Realty Income Fund VIII, P.O. Box 357, Long Beach, California 90801. Very truly yours, DSI REALTY INCOME FUND VIII By: DSI Properties, Inc., as General Partner By /s/ Robert J. Conway ____________________________ ROBERT J. CONWAY, President DSI REALTY INCOME FUND VIII (A California Real Estate Limited Partnership) BALANCE SHEETS(UNAUDITED) MARCH 31, 2002 AND DECEMBER 31, 2001 March 31, December 31, 2002 2001 ASSETS CASH AND CASH EQUIVALENTS $ 781,181 $ 619,194 PROPERTY, NET 2,287,427 2,287,427 INVESTMENT IN REAL ESTATE JOINT VENTURE 182,548 181,660 OTHER ASSETS 71,264 71,264 TOTAL $3,322,420 $3,159,545 LIABILITIES AND PARTNERS' EQUITY (DEFICIT) LIABILITIES $ 657,126 $ 635,623 PARTNERS' EQUITY (DEFICIT): General Partners (81,129) (82,543) Limited Partners 2,746,423 2,606,465 Total partners' equity 2,665,294 2,523,922 TOTAL $3,322,420 $3,159,545 See accompanying notes to financial statements(unaudited). STATEMENTS OF INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 March 31, March 31, 2002 2001 REVENUES: Rental Income $ 638,942 $ 617,806 EXPENSES: Operating 183,985 163,502 General and administrative 78,328 76,093 Total expenses 262,313 239,595 OPERATING INCOME 376,629 378,211 OTHER INCOME Interest 282 1,561 INCOME BEFORE EQUITY IN INCOME OF REAL ESTATE JOINT VENTURE $ 376,911 $ 379,772 EQUITY IN INCOME OF REAL ESTATE JOINT VENTURE 37,188 43,394 NET INCOME $ 414,099 $ 423,166 AGGREGATE NET INCOME ALLOCATED TO: Limited partners $ 409,958 $ 418,934 General partners 4,141 4,232 TOTAL $ 414,099 $ 423,166 NET INCOME PER LIMITED PARTNERSHIP UNIT $ 17.08 $ 17.46 LIMITED PARTNERSHIP UNITS USED IN PER UNIT CALCULATION 24,000 24,000 See accompanying notes to financial statements(unaudited). STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT)(UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2002 GENERAL LIMITED PARTNERS PARTNERS TOTAL BALANCE AT JANUARY 1, 2002 ($82,543) $2,606,465 $2,523,922 NET INCOME 4,141 409,958 414,099 DISTRIBUTIONS (2,727) (270,000) (272,727) BALANCE AT MARCH 31, 2002 ($81,129) $2,746,423 $2,665,294 See accompanying notes to consolidated financial statements(unaudited). STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 March 31, March 31, 2002 2001 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 414,099 $ 423,166 Adjustments to reconcile net income to net cash provided by operating activities: Equity in earnings of real estate joint venture (37,188) (43,394) Distributions from real estate joint venture 36,300 40,200 Changes in assets and 	liabilities: Increase(decrease)in liabilities 21,503 (1,856) Net cash provided by operating activities 434,714 418,116 CASH FLOWS FROM FINANCING ACTIVITIES - Distributions to partners (272,727) (272,727) NET INCREASE IN CASH AND CASH EQUIVALENTS 161,987 145,389 CASH AND CASH EQUIVALENTS: At beginning of period 619,194 514,497 At end of period $ 781,181 $659,886 See accompanying notes to financial statements(unaudited). DSI REALTY INCOME FUND VIII (A California Real Estate Limited Partnership) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 1. GENERAL DSI Realty Income Fund VIII (the "Partnership"), a limited partnership, has two general partners (DSI Properties, Inc., and Diversified Investors Agency) and limited partners owning 24,000 limited partnership units. The Partnership was formed under the California Uniform Limited Partnership Act for the primary purpose of acquiring and operating real estate. The accompanying financial information as of March 31, 2002, and for the periods ended March 31, 2002, and 2001 is unaudited. Such financial information includes all adjustments considered necessary by the Partnership's management for a fair presentation of the results for the periods indicated. 2. PROPERTY The Partnership owns five mini-storage facilities located in Stockton, Pittsburg, El Centro, Lompoc and Huntington Beach, California. The total cost of property and accumulated depreciation at March 31, 2002, is as follows: Land $ 2,287,427 Buildings and improvements 7,126,997 Equipment 22,831 Total 9,437,255 Less: Accumulated Depreciation ( 7,149,828) Property - Net $ 2,287,427 3. INVESTMENT IN REAL ESTATE JOINT VENTURE The Partnership is involved in a joint venture with DSI Realty Income Fund IX through which the Partnership has a 30% interest in a mini-storage facility in Aurora, Colorado. Under the terms of the joint venture agreement, the Partnership is entitled to 30% of the profits and losses of the venture and owns 30% of the mini-storage facility as a tenant in common with DSI Realty Income Fund IX, which has the remaining 70% interest in the venture. Summarized income statement information for the three months ended March 31, 2002, and 2001 is as follows: 2002 2001 Revenue $176,796 $191,391 Operating Expenses 52,837 46,744 Net Income $123,959 $144,647 The Partnership accounts for its investment in the real estate joint venture under the equity method of accounting. 4. NET INCOME PER LIMITED PARTNERSHIP UNIT Net income per limited partnership unit is calculated by dividing the net income allocated to the limited partners by the number of limited partnership units outstanding during the period.