UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K/A

(Mark One)

[XX]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended  December 31, 1995
                         -------------------------------------------------------

                                      OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                         to
                              ------------------------    ----------------------

Commission file number              0-16499
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                     American Income 8 Limited Partnership
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            (Exact name of registrant as specified in its charter)

  Massachusetts                                    04-2947857
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(State or other jurisdiction of                   (IRS Employer
 incorporation or organization)                   Identification No.)

 98 N. Washington St., Fifth Floor, Boston, MA     02114
- ----------------------------------------------    ------------------------------
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code     (617) 854-5800
                                                  ------------------------------
        
Securities registered pursuant to Section 12(b) of the Act   NONE
                                                          ----------------------

       Title of each class          Name of each exchange on which registered

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Securities registered pursuant to Section 12(g) of the Act:

          74,852 Units Representing Limited Partnership Interest
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                               (Title of class)

- --------------------------------------------------------------------------------
                               (Title of class)

       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   XX      No
                                             ---------    --------
       State the aggregate market value of the voting stock held by
nonaffiliates of the registrant. Not applicable. Securities are nonvoting for
this purpose. Refer to Item 12 for further information.

                      DOCUMENTS INCORPORATED BY REFERENCE
      Portions of the Registrant's Annual Report to security holders for
               the year ended December 31, 1995 (Part I and II)

 
PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.
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        (a)  Documents filed as part of this report:

             (1)     Financial Statements:                                     
                                                                               
                     Report of Independent Auditors............................*
                                                                               
                     Statement of Financial Position                           
                     at December 31, 1995 and 1994.............................*
                                                                               
                     Statement of Operations                                   
                     for the years ended December 31, 1995, 1994 and 1993......*
                                                                               
                     Statement of Changes in Partners' Capital                 
                     for the years ended December 31, 1995, 1994 and 1993......*
                                                                               
                     Statement of Cash Flows                                   
                     for the years ended December 31, 1995, 1994 and 1993......*
                                                                               
                     Notes to the Financial Statements.........................*
                                                                               
             (2)     Financial Statement Schedules:                            
                                                                               
                     None required.                                            
                                                                               
             (3)     Exhibits:                                                 
                                                                               
                     Except as set forth  below,  all Exhibits to Form 10-K,    
                     as set  forth in Item 601 of  Regulation  S-K,  are not    
                     applicable.                                               
                                                                               
                                                                               
           Exhibit                                                             
           Number                                                              
          ---------
                                                                               
            4        Amended and Restated  Agreement and  Certificate of       
                     Limited  Partnership  included as Exhibit A to the        
                     Prospectus which is included in Registration Statement    
                     on Form S-1 (No. 33-1190).                                
                                                                               
           13        The 1995 Annual Report to security holders, a copy of which
                     is furnished for the information of the Securities and
                     Exchange Commission. Such Report, except for those portions
                     thereof which are incorporated herein by reference, is not
                     deemed "filed" with the Commission.
           
           23        Consent of Independent Auditors.                          
                                                                               
           99  (a)   Lease agreement with Northwest Airlines, Inc., was filed in
                     the Registrant's Annual Report on Form 10-K for the year
                     ended December 31, 1990 as Exhibit 28 (a) and is
                     incorporated herein by reference.
                     
           99 (b)    Lease agreement with ING Aviation Lease, is filed in the
                     Registrant's Annual Report on Form 10-K for the year ended
                     December 31, 1995 and is included herein.




*  Incorporated  herein by reference to the appropriate  portion of the 1995 
   Annual Report to security holders for the year ended December 31, 1995. 
   (See Part II)

        (b) Reports on Form 8-K

        None.

 
                                  SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on behalf of the registrant and in the
capacity and on the date indicated.


                     AMERICAN INCOME 8 LIMITED PARTNERSHIP


                     By: AFG Leasing Associates II,
                     a Massachusetts general partnership and the
                     General Partner of the Registrant.

                     By: AFG Leasing Incorporated,
                     a Massachusetts corporation and
                     General Partner in such general partnership






By:  /s/ Geoffrey A. MacDonald         By: /s/ Gary D. Engle
   ------------------------------         --------------------------------
Geoffrey A. MacDonald                  Gary D. Engle
Chief Executive Officer,               President and Chief Operating
Chairman, and a member of the          Officer and member of the
Executive Committee of AFG and         Executive Committee of AFG
President and a Director of the        (Principal Financial Officer)
corporate General Partner
(Principal Executive Officer)



Date:    April 9, 1996                 Date:   April 9, 1996
     ----------------------------           ------------------------------



By:  /s/ Gary M. Romano
   ------------------------------
Gary M. Romano
Vice President and Controller
of AFG and Clerk of the corporate General
Partner
(Principal Accounting Officer)



Date:    April 9, 1996
     ----------------------------