SecProbe.io

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February 3, 2005

Mail Stop 04-09

Michael R. Burwell
General Partner
Redwood Mortgage Investors VIII
900 Veterans Blvd., Suite 500
Redwood City, California 94063

Re:      Redwood Mortgage Investors VIII
	Post-effective Amendment No. 3 to Form S-11
	File No. 333-106900
      Filed on January 27, 2005

Dear Mr. Burwell:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

1. We note the cover page and page 19 of the base prospectus of
this
post effective amendment discloses that your best-efforts offering
terminated one year from the effective date of the prospectus or
October 7, 2004.   Please supplementally provide us with your
analysis as to why you did not file a post-effective amendment to
extend the offering period prior to October 7, 2004.  In addition,
please amend your post-effective amendment to include the new
termination date.  Finally, please tell us how the sales between
October 7, 2004 and the filing of the pending post-effective
amendment complied with Section 5 of the Securities Act.

* * *

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      Please contact Neil Miller at (202) 942-1851 or me at (202)
942-2987 with any other questions.

      			Sincerely,

      			Peggy Y. Kim
      			Senior Counsel

Cc: 	Stephen C. Ryan, Esq. (via facsimile)
      Cox, Castle & Nicholson LLP
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Redwood Mortgage Investors VIII
February 3, 2005
Page 1

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