8-K

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 25, 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. 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 INVESTMENTS, INC.

Managing General Partner

By:  /s/Stephen B. Waters

Stephen B. Waters

Senior Director

Date: December 1, 2009

EX-10.35

Exhibit 10.35

SECOND AMENDMENT OF Purchase and Sale CONTRACT

THIS SECOND AMENDMENT OF PURCHASE AND SALE CONTRACT(this “Amendment”) is entered into effective as of the 25th day of November, 2009 (“Effective Date”), by and between NATIONAL PROPERTY INVESTORS 8, A CALIFORNIA LIMITED PARTNERSHIP, a California limited partnership, having an address at c/o AIMCO, 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and MORRISVILLE APARTMENTS PARTNERS, LLC, a North Carolina limited liability company, having a principal address at P.O. Box 9886, Greensboro, North Carolina 27429 (“Purchaser”).

RECITALS

A.        Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of August 28, 2009 (as amended by First Amendment to Purchase and Sale Contract dated as of September 28, 2009, collectively, the “Contract”), regarding real property located in Morrisville, North Carolina and more particularly described in the Contract.

B.         Seller and Purchaser desire to amend the Contract subject to the terms and conditions described below.

C.        All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Contract.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree as follows:

agreements

1.Incorporation of Recitals.  The foregoing recitals are true and correct and are incorporated herein by reference.

2.Extension of Loan Approval Period.  Anything contained in Section 4.5.9 of the Contract to the contrary notwithstanding, the Loan Approval Period shall expire on December 2, 2009.

3.No Further Modification.  Except as modified by this Amendment, the Contract remains unmodified.  The terms and provisions of the Contract as amended by this Amendment remain in full force and effect and are hereby ratified and confirmed.

4.Counterparts.  This Amendment may be executed in multiple counterparts, and all such counterparts together shall be construed as one document.

5.Telecopied/Electronic Mail Signatures.  A counterpart of this Amendment signed by one party to this Amendment and telecopied or sent by electronic mail to another party to this Amendment or its counsel (i) shall have the same effect as an original signed counterpart of this Amendment, and (ii) shall be conclusive proof, admissible in judicial proceedings, of such party’s execution of this Amendment.

 [Remainder of page intentionally left blank; signatures to follow]

IN WITNESS WHEREOF, Seller and Purchaser have entered into this First Amendment as of the date first above stated.

SELLER:

NATIONAL PROPERTY INVESTORS 8, A CALIFORNIA LIMITED PARTNERSHIP, a California limited partnership

By:   NPII EQUITY INVESTMENTS, INC.,

          a Florida corporation,

          its general partner

By:  /s/John Spiegleman
Name:  John Spiegleman
Title:  Senior Vice President

PURCHASER:

MORRISVILLE APARTMENTS PARTNERS, LLC, a North Carolina limited liability company

By: /s/Joseph M. Brantley, III

Name:  Joseph M. Brantley, III

Title:     Manager Member