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) ~~November~~December 258, 2009

NATIONAL PROPERTY INVESTORS 8

(Exact name of Registrant as specified in its charter)

California 0-14554 13-3254885

California	0-14554	13-3254885
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)

~~(State~~55 orBeattie ~~other jurisdiction (Commission (I.R.S. Employer~~Place

ofPost ~~incorporation) File Number) Identification~~Office ~~Number)~~Box 1089

55Greenville, ~~Beattie Place~~South Carolina 29602

~~Post~~(Address ~~Office~~of ~~Box~~principal ~~1089~~executive offices)

~~Greenville,~~(864) ~~South Carolina 29602~~239-1000

(~~Address~~Issuer's ~~of principal~~telephone ~~executive offices~~number)

~~(864)~~Check the ~~239~~appropriate box below if the Form 8-~~1000~~K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

~~(Registrant’s~~[ ~~telephone~~] Written communications ~~number~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Check the~~[ ~~appropriate~~] Soliciting ~~box~~material ~~below~~pursuant to ifRule ~~the Form 8~~14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligations~~Act of(17 ~~the~~CFR ~~registrant under any of the following provisions:~~240.14a-12)

[ ] ~~Written communications~~Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~ 240.~~425~~14d-2(b))

[ ] ~~Soliciting~~Pre-commencement communications ~~material~~ pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

[Item ~~] Pre-commencement communications~~5.02 ~~pursuant~~Departure toof ~~Rule~~Directors ~~14d-2(b)~~or ~~under~~Certain ~~the~~Officers; ~~Exchange~~Election ~~Act~~of ~~(17~~Directors; ~~CFR 240~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~14d-2(b))~~

[Harry ~~] Pre-commencement~~G. Alcock, who ~~communications~~currently ~~pursuant~~serves toas ~~Rule~~Executive ~~13e-4~~Vice President and a member of the Board of Directors of the Registrant’s managing general partner (cthe “Managing General Partner”), ~~under~~has announced his intention to resign from these positions effective December 15, 2009. To fill the ~~Exchange~~vacancy ~~Act~~on ~~(17~~the ~~CFR~~Board of Directors created ~~240~~by Mr.~~13e-4~~ Alcock’s departure, the sole stockholder of the Managing General Partner has elected John Bezzant, who will become a director of the Managing General Partner effective December 16, 2009. Mr. Bezzant, 47, currently serves as a Senior Vice President of the Managing General Partner and Apartment Investment and Management Company (c“Aimco”)), an affiliate of the Managing General Partner. Mr. Bezzant joined Aimco in June 2006 as Senior Vice President - Development. Prior to joining Aimco, from 2005 to June 2006, Mr. Bezzant was a First Vice President at Prologis and from 1986 to 2005, Mr. Bezzant served as Vice President, Asset Management at Catellus Development Corporation.

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. As previously disclosed, on August 28, 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.

As previously disclosed, on September 28, 2009, the Registrant and Purchaser entered into a First Amendment of Purchase and Sale Contract pursuant to which the Registrant agreed to give the Purchaser a credit against the purchase price of $57,000.

On November 25, 2009, the Registrant and Purchaser entered into a Second Amendment of Purchase and Sale Contact (the “Second Amendment”) pursuant to which the loan assumption approval period was extended to December 2, 2009.

This summary of the terms and conditions of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is attached hereto as an exhibit.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit

10.35 Second 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 November 25, 2009.*

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

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~~Equity ~~INVESTMENTS~~Investments, ~~INC.~~ Inc.

Managing General Partner

By: /s/Stephen B. Waters

Stephen B. Waters

Senior Director

Date: December 114, 2009

Filing Compare · NATIONAL PROPERTY INVESTORS 8 /CA/