UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~August~~September 28, 2009

NATIONAL PROPERTY INVESTORS 8

(Exact name of Registrant as specified in its charter)

California 0-14554 13-3254885

(State or other jurisdiction (Commission (I.R.S. Employer

of incorporation) File Number) Identification Number)

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry Into a Material Definitive Agreement

National Property Investors 8, a California limited partnership (the “Registrant”), owns Huntington Athletic Club Apartments (“Huntington Athletic Club”), a 212-unit apartment complex located in Morrisville, North Carolina. OnAs ~~August~~previously 28disclosed, ~~2009~~on ~~(the~~August ~~“Effective~~28, ~~Date”)~~2009, the Registrant entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, Morrisville Apartments Partners, LLC, a North Carolina limited liability company (the “Purchaser”), to sell Huntington Athletic Club to the Purchaser for a total sales price of $10,500,000.

~~The~~On ~~following~~September is28, a2009, ~~summary of~~ the ~~terms~~Registrant and Purchaser ~~conditions~~entered ofinto ~~the~~a ~~Purchase~~First ~~Agreement,~~Amendment ~~which~~of ~~summary~~Purchase isand ~~qualified~~Sale inContract ~~its~~(the “First ~~entirety~~Amendment”) bypursuant ~~reference~~ to which the ~~Purchase~~Registrant ~~Agreement,~~agreed ato ~~copy~~give ofthe ~~which~~Purchaser a iscredit ~~attached~~against asthe anpurchase ~~exhibit~~price of $57,000.

~~PURCHASE~~This ~~PRICE. The~~summary ~~total~~of ~~purchase~~the ~~price~~terms isand ~~$10,500,000,~~conditions ~~subject~~of the toFirst ~~certain~~Amendment ~~prorations~~is ~~and~~qualified ~~adjustments~~in atits ~~the~~entirety ~~closing. The~~by ~~Purchaser~~reference ~~delivered~~to ~~an initial deposit (~~the ~~“Initial~~First Amendment, ~~Deposit”)~~a copy of ~~$100,000~~which tois ~~Stewart~~attached ~~Title~~hereto ~~Guaranty~~as ~~(the~~an ~~“Escrow Agent”)~~exhibit.

FEASIBILITY PERIOD. The feasibility period ends on September 28, 2009. On or before the expiration of the feasibility period, the Purchaser is required to deliver an additional deposit of $100,000. If the Purchaser fails to notify the Registrant in writing of its intent to terminate the contract prior to the end of the feasibility period, the deposits will become non-refundable.

CLOSING. The expected closing date of the transaction is November 12, 2009. The Registrant has the option to extend the closing date to December 28, 2009 by delivering written notice to the Purchaser. The Purchaser has the option to extend the closing date for two 15-day periods following November 12, 2009 in order to obtain approval of the loan assumption by delivering written notice to the Registrant and a deposit of $20,000 to the Escrow Agent for each extension period. The closing is also subject to customary closing conditions and deliveries.

COSTS AND FEES. The Purchaser will pay any premiums or fees required to be paid by the Purchaser with respect to the title policy and one-half of the customary closing costs of the Escrow Agent. The Registrant will pay any transfer, mortgage assumption, sales, use, gross receipts or similar taxes, the cost of recording any instruments required to discharge any liens or encumbrances against Huntington Athletic Club, the base premium for the title policy and one-half of the customary closing costs of the Escrow Agent.

REPRESENTATIONS AND WARRANTIES. The Purchaser and the Registrant each made limited representations and warranties to the other.

RISK OF LOSS. The risk of loss or damage to Huntington Athletic Club by reason of any insured or uninsured casualty during the period through and including the closing date equal to or less than $750,000 will be borne by the Registrant. The Registrant agreed to maintain, in full force and effect until the closing date, all existing insurance coverage on Huntington Athletic Club.

ASSIGNMENT. With the exception of an assignment to an affiliate of the Purchaser, the Purchase Agreement is not assignable by the Purchaser without first obtaining the prior written approval of the Registrant.

DEFAULTS AND REMEDIES. If the Purchaser defaults on its obligations to deliver when required any required deposits, the purchase price or any other specified deliveries, then the Purchaser will forfeit its deposits to the Registrant, and neither party will be obligated to proceed with the purchase and sale. The Registrant expressly waived the remedies of specific performance and additional damages for any such defaults by the Purchaser.

If the Registrant, prior to the closing, defaults in its representations, warranties, covenants, or obligations then the Purchaser has the option of (i) terminating the Purchase Agreement, receiving a return of its deposits, and recovering, as its sole recoverable damages its documented direct and actual out-of-pocket expenses and costs up to $50,000 or, (ii) subject to certain conditions, seeking specific performance of the Registrant’s obligation to deliver the deed pursuant to the Purchase Agreement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit

10.3334 First Amendment of Purchase and Sale Contract between National Property Investors 8, a California limited partnership, and Morrisville Apartments Partners, LLC, a North Carolina limited liability company, dated ~~August~~September 28, 2009.*

*Schedules and supplemental materials to the exhibits have been omitted but will be provided to the Securities and Exchange Commission upon request.

The agreements included as exhibits to this Form 8-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

· should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

· have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

· may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

· were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. Additional information about the Registrant may be found elsewhere in this Form 8-K and the Registrant’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURE

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 hereunto duly authorized.

NATIONAL PROPERTY INVESTORS 8

By: NPI EQUITY INVESTMENTS, INC.

Managing General Partner

By: /s/~~Steven~~Stephen DB. ~~Cordes~~ Waters

~~Steven~~Stephen DB. ~~Cordes~~Waters

Senior ~~Vice President~~Director

Date: ~~September~~October 2, 2009

Filing Compare · NATIONAL PROPERTY INVESTORS 8 /CA/