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

                             November 14, 1997
                     (Date of earliest event reported)

                  MERIDIAN POINT REALTY TRUST VIII CO.
                                                                   
         (Exact name of registrant as specified in its charter)

      Missouri                 001-10547                94-3058019
      (State or other        (Commission File        (I.R.S. Employer
      jurisdiction of            Number)             Identification
      incorporation)                                  Number)

    655 Montgomery Street, Suite 800, San Francisco, California   94111
    (Address of principal executive offices)                    (Zip Code)

                                (415) 274-1808
            (Registrant's telephone number, including area code)

                                   N/A
      (Former name or former address, if changed since last report)


      Item 5.  Other Events.

                On November 14, 1997, the Board of Trustees of
      Meridian Point Realty Trust VIII Co. (the "Company") adopted
      a shareholder rights plan, as set forth in the Rights
      Agreement (the "Rights Agreement") entered into between the
      Company and First Chicago Trust Company of New York, as
      Rights Agent.  Pursuant to the Rights Agreement, one purchase
      right (each a "Purchase Right" and collectively the "Purchase
      Rights") will be issued for each share of preferred stock,
      par value $0.001 per share, of the Company (the "Preferred
      Stock") and each share of common stock, par value $0.001 per
      share, of the Company (the "Common Stock") outstanding as of
      the close of business on November 30, 1997, and one exchange
      right (each an "Exchange Right" and collectively the
      "Exchange Rights", and together with the Purchase Rights, the
      "Rights") will be issued for each share of Common Stock
      outstanding as of the close of business on November 30, 1997. 
      Each of the Purchase Rights will entitle the registered
      holder to purchase from the Company 2.9 shares of Preferred
      Stock, at a price of $32 per share.  Each Exchange Right will
      entitle the registered holder to exchange one share of Common
      Stock for one share of Preferred Stock, at an exchange price
      equal to the difference between the market price of the
      Common Stock and the market price of the Preferred Stock as
      of a date specified in the Rights Agreement.  The Rights
      generally will not become exercisable unless and until, among
      other things, any person acquires beneficial ownership of (a)
      15% or more of the outstanding Preferred Stock (the
      "Preferred Stock Threshold"), (b) 50% or more of the
      outstanding Common Stock (the "Common Stock Threshold"), or
      (c) shares of Common Stock and/or Preferred Stock in amounts
      equal to percentages of the Common Stock Threshold and the
      Preferred Stock Threshold which total at least 100% (e.g.
      beneficial ownership of shares of Common Stock in an amount
      equal to 67% of 50% of the outstanding shares of Common
      Stock, and of shares of Preferred Stock in an amount equal to
      33% of 15% of the outstanding shares of Preferred Stock). 
      The Rights are generally redeemable at $0.001 per Right at
      any time until 10 business days following a public
      announcement that any of the above thresholds have been
      equalled or exceeded.  The Rights will expire, unless earlier
      redeemed or exchanged, on November 30, 2007.  A description
      of the Rights is set forth in Exhibit C to the Rights
      Agreement, a copy of which is incorporated herein by
      reference as Exhibit 4.1.


      Item 7.  Financial Statements and Exhibits.

      (c)  Exhibits.

      Exhibit No.         Description
      -----------         -----------
           4.1       Rights Agreement, dated as of November 14,
                     1997, between Meridian Point Realty Trust VIII
                     Co. and First Chicago Trust Company of New
                     York, which includes as Exhibit A thereto the
                     Form of Purchase Rights Certificate and as
                     Exhibit B thereto the Form of Exchange Rights
                     Certificate.*

          99.1       Press Release of the Company, dated November
                     14, 1997.

           __________________ 
           *     Incorporated herein by reference to Exhibit 1 to the
                 Company's Registration Statement on Form 8-A, dated
                 November 21, 1997.



                                SIGNATURE

           Pursuant to the requirements of the Securities Exchange
      Act of 1934, as amended, the registrant has duly caused this
      report to be signed on its behalf by the undersigned,
      thereunto duly authorized.

                               MERIDIAN POINT REALTY TRUST VIII CO.

                               By:  /s/ Robert H. Gidel
                               Name:   Robert H. Gidel
                               Title:  Chief Executive Officer

      Dated:  November 21, 1997



                            INDEX TO EXHIBITS

        Exhibit No.    Description
        -----------    -----------
             4.1       Rights Agreement, dated as of November 14,
                       1997, between Meridian Point Realty Trust
                       VIII Co. and First Chicago Trust Company of
                       New York, which includes as Exhibit A
                       thereto the Form of Purchase Rights
                       Certificate and as Exhibit B thereto the
                       Form of Exchange Rights Certificate.*

            99.1       Press Release of the Company, dated
                       November 14,1997.
         
           ________________
           *     Incorporated herein by reference to Exhibit 1 to the
                 Company's Registration Statement and Form 8-A, dated
                 November 21, 1997.
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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

                             November 14, 1997
                     (Date of earliest event reported)

                  MERIDIAN POINT REALTY TRUST VIII CO.
                                                                   
         (Exact name of registrant as specified in its charter)

      Missouri                 001-10547                94-3058019
      (State or other        (Commission File        (I.R.S. Employer
      jurisdiction of            Number)             Identification
      incorporation)                                  Number)

    655 Montgomery Street, Suite 800, San Francisco, California   94111
    (Address of principal executive offices)                    (Zip Code)

                                (415) 274-1808
            (Registrant's telephone number, including area code)

                                   N/A
      (Former name or former address, if changed since last report)

      Item 5.  Other Events.

                On November 14, 1997, the Board of Trustees of
      Meridian Point Realty Trust VIII Co. (the "Company") adopted
      a shareholder rights plan, as set forth in the Rights
      Agreement (the "Rights Agreement") entered into between the
      Company and First Chicago Trust Company of New York, as
      Rights Agent.  Pursuant to the Rights Agreement, one purchase
      right (each a "Purchase Right" and collectively the "Purchase
      Rights") will be issued for each share of preferred stock,
      par value $0.001 per share, of the Company (the "Preferred
      Stock") and each share of common stock, par value $0.001 per
      share, of the Company (the "Common Stock") outstanding as of
      the close of business on November 30, 1997, and one exchange
      right (each an "Exchange Right" and collectively the
      "Exchange Rights", and together with the Purchase Rights, the
      "Rights") will be issued for each share of Common Stock
      outstanding as of the close of business on November 30, 1997. 
      Each of the Purchase Rights will entitle the registered
      holder to purchase from the Company 2.9 shares of Preferred
      Stock, at a price of $32 per share.  Each Exchange Right will
      entitle the registered holder to exchange one share of Common
      Stock for one share of Preferred Stock, at an exchange price
      equal to the difference between the market price of the
      Common Stock and the market price of the Preferred Stock as
      of a date specified in the Rights Agreement.  The Rights
      generally will not become exercisable unless and until, among
      other things, any person acquires beneficial ownership of (a)
      15% or more of the outstanding Preferred Stock (the
      "Preferred Stock Threshold"), (b) 50% or more of the
      outstanding Common Stock (the "Common Stock Threshold"), or
      (c) shares of Common Stock and/or Preferred Stock in amounts
      equal to percentages of the Common Stock Threshold and the
      Preferred Stock Threshold which total at least 100% (e.g.
      beneficial ownership of shares of Common Stock in an amount
      equal to 67% of 50% of the outstanding shares of Common
      Stock, and of shares of Preferred Stock in an amount equal to
      33% of 15% of the outstanding shares of Preferred Stock). 
      The Rights are generally redeemable at $0.001 per Right at
      any time until 10 business days following a public
      announcement that any of the above thresholds have been
      equalled or exceeded.  The Rights will expire, unless earlier
      redeemed or exchanged, on November 30, 2007.  A description
      of the Rights is set forth in Exhibit C to the Rights
      Agreement, a copy of which is incorporated herein by
      reference as Exhibit 4.1.

      Item 7.  Financial Statements and Exhibits.

      (c)  Exhibits.

      Exhibit No.         Description
      -----------         -----------
           4.1       Rights Agreement, dated as of November 14,
                     1997, between Meridian Point Realty Trust VIII
                     Co. and First Chicago Trust Company of New
                     York, which includes as Exhibit A thereto the
                     Form of Purchase Rights Certificate and as
                     Exhibit B thereto the Form of Exchange Rights
                     Certificate.*

          99.1       Press Release of the Company, dated November
                     14, 1997.

           __________________ 
           *     Incorporated herein by reference to Exhibit 1 to the
                 Company's Registration Statement on Form 8-A, dated
                 November 21, 1997.

                                SIGNATURE

           Pursuant to the requirements of the Securities Exchange
      Act of 1934, as amended, the registrant has duly caused this
      report to be signed on its behalf by the undersigned,
      thereunto duly authorized.

                               MERIDIAN POINT REALTY TRUST VIII CO.

                               By:  /s/ Robert H. Gidel
                               Name:   Robert H. Gidel
                               Title:  Chief Executive Officer

      Dated:  November 21, 1997

                            INDEX TO EXHIBITS

        Exhibit No.    Description
        -----------    -----------
             4.1       Rights Agreement, dated as of November 14,
                       1997, between Meridian Point Realty Trust
                       VIII Co. and First Chicago Trust Company of
                       New York, which includes as Exhibit A
                       thereto the Form of Purchase Rights
                       Certificate and as Exhibit B thereto the
                       Form of Exchange Rights Certificate.*

            99.1       Press Release of the Company, dated
                       November 14,1997.
         
           ________________
           *     Incorporated herein by reference to Exhibit 1 to the
                 Company's Registration Statement and Form 8-A, dated
                 November 21, 1997.