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                                                                     Exhibit 2.8


                              CERTIFICATE OF MERGER

                                       OF

                             EIGHTH SUBSIDIARY, L.P.

                                      into

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

                           dated: ______________, 19__

                  The undersigned limited partnership formed and existing under
and by virtue of the Delaware Revised Uniform Limited Partnership Act, 6 Del.C.
Section 17-101, et seq. (the "Act"),

                  DOES HEREBY CERTIFY:

                  FIRST: The name and jurisdiction of formation or organization
of each of the constituent entities which is to merge are as follows:



                                                                            Jurisdiction of

                  Name                                                 Formation or Organization
                  ----                                                 -------------------------
                                                                    
Eighth Subsidiary, L.P.                                                         Delaware

Corporate Property Associates 8, L.P.,                                          Delaware
a Delaware limited partnership


                  SECOND: An Agreement of Merger has been approved and executed
by Eighth Subsidiary, L.P. and Corporate Property Associates 8, L.P., a Delaware
limited partnership ("CPA 8").

                  THIRD: The name of the surviving Delaware limited partnership
is "Corporate Property Associates 8, L.P., a Delaware limited partnership".

                  FOURTH: The merger of Eighth Subsidiary, L.P. into CPA 8 shall
be effective upon the filing of this Certificate of Merger with the Secretary of
State of the State of Delaware.

                  FIFTH: The executed Agreement of Merger is on file at the
principal place of business of the surviving limited partnership. The address of
the principal place of business of the surviving limited partnership is 50
Rockefeller Plaza, New York, NY 10020.
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                  SIXTH: A copy of the Agreement of Merger will be furnished by
the surviving limited partnership, on request and without cost, to any partner
of Eighth Subsidiary, L.P. and to any partner of CPA 8.

                                       CORPORATE PROPERTY ASSOCIATES 8, L.P., A
                                       DELAWARE LIMITED PARTNERSHIP

                                       By: Eighth Carey Corporate Property,
                                           Inc., its Managing General Partner


                                           By:_________________________________
                                              Name:
                                              Title:

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