UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[x]
            Quarterly
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the





quarterly
      period ended
            March 31, 2008





[  ]
            Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 for the





transition
      period from
            
            to





Commission_File_Number
            333-54011





ICON Income Fund Eight A
    L.P.(Exact
      name of registrant as specified in its
charter)





Delaware
            13-4006824(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification Number)





100 Fifth Avenue, 4thFloor, New York, New York
            10011-1505(Address
      of principal executive offices)
            (Zip
      code)





(212) 418-4700Registrant's
      telephone number, including area
code








Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. [x] Yes     [  ]
No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.


Large
accelerated filer [  ] Accelerated
filer [  ] Non-accelerated filer [x] Smaller reporting
company[  ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [  ] Yes [x] No





Number of
outstanding limited partnership units of the registrant on April 30, 2008 is
735,092.















ICON Income Fund Eight A L.P.
              Table
      of ContentsPART I - FINANCIAL INFORMATION
            PageItem 1.  Condensed Consolidated Financial
      Statements
            1Condensed Consolidated Balance Sheets
            1Condensed Consolidated Statements of
      Operations
            2Condensed Consolidated Statement of Changes in Partners’
      Equity
            3Condensed Consolidated Statements of Cash
      Flows
            4Notes to Condensed Consolidated Financial
      Statements
            6Item 2. General Partner’s Discussion and Analysis of
      Financial Condition andResults
      of Operations
            11Item 3. Quantitative and Qualitative Disclosures About
      Market Risk
            16Item 4T. Controls and Procedures
            16PART II – OTHER INFORMATIONItem 1. Legal Proceedings
            
            17Item 1A.   Risk
Factors
            
            17Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
            17Item 3. Defaults Upon Senior
Securities
            17Item 4. Submission of Matters to a Vote of Security
      Holders
            17Item 5. Other Information
            
            17Item 6. Exhibits
            
            17Signatures
            
            18







Table of Contents





PART I – FINANCIAL INFORMATION





Item 1.  Condensed Consolidated Financial
Statements





ICON Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Condensed
      Consolidated Balance SheetsAssetsMarch
      31,2008
            
            
            December
      31,(unaudited)
            
            
            2007Current
      assetsCash
      and cash equivalents
            
            $
            427,936
            
            
            $
            604,745Net
      investment in finance lease
            
            
            1,337,259
            
            
            
            1,555,657Total
      current assets
            
            
            1,765,195
            
            
            
            2,160,402Non-current
      assetsInvestments
      in joint ventures
            
            
            3,253,718
            
            
            
            3,346,186Other
      non-current assets, net
            
            
            168,127
            
            
            
            168,127Total
      non-current assets
            
            
            3,421,845
            
            
            
            3,514,313Total
      Assets
            
            $
            5,187,040
            
            
            $
            5,674,715Liabilities
      and Partners' EquityCurrent
      liabilitiesAccrued
      expenses and other liabilities
            
            $
            378,086
            
            
            $
            163,804Total
      current liabilities
            
            
            378,086
            
            
            
            163,804Total
      Liabilities
            
            
            378,086
            
            
            
            163,804Partners'
      equityGeneral
      Partner
            
            
            (599,834
            )
            
            
            (592,856
            )Limited
      Partners
            
            
            5,408,788
            
            
            
            6,103,767Total
      Partners' Equity
            
            
            4,808,954
            
            
            
            5,510,911Total
      Liabilities and Partners' Equity
            
            $
            5,187,040
            
            
            $
            5,674,715




See
accompanying notes to condensed consolidated financial
statements


1
 Table of Contents






ICON Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Condensed
      Consolidated Statements of Operations(unaudited)Three Months Ended March
31,2008
            
            
            2007Revenue:Rental
      income
            
            $
            -
            
            
            $
            1,809,064Finance
      income
            
            
            49,602
            
            
            
            103,409Income
      from investments in joint ventures
            
            
            55,063
            
            
            
            53,993Net
      loss on sales of equipment
            
            
            -
            
            
            
            (925,053
            )Interest
      and other income
            
            
            967
            
            
            
            1,295Total
      revenue
            
            
            105,632
            
            
            
            1,042,708Expenses:Depreciation
      and amortization
            
            
            -
            
            
            
            553,931Interest
            
            
            -
            
            
            
            109,238General
      and administrative
            
            
            339,250
            
            
            
            150,567Total
      expenses
            
            
            339,250
            
            
            
            813,736(Loss)
      Income before Minority Interest
            
            
            (233,618
            )
            
            
            228,972Minority
      interest
            
            
            -
            
            
            
            1,093Net
      (loss) income
            
            $
            (233,618
            )
            
            $
            230,065Net
      (loss) income allocable to:Limited
      Partners
            
            $
            (231,282
            )
            
            $
            227,764General
      Partner
            
            
            (2,336
            )
            
            
            2,301$
            (233,618
            )
            
            $
            230,065Weighted
      average number of limited partnershipunits
      outstanding
            
            
            735,207
            
            
            
            735,232Net
      (loss) income per weighted averagelimited
      partnership unit
            
            $
            (0.31
            )
            
            $
            0.31





See
accompanying notes to condensed consolidated financial
statements


2
 Table of Contents








ICON Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Condensed
      Consolidated Statement of Changes in Partners' EquityLimited
      Partner
            
            
            
            
            
            
            
            
            TotalUnits
            
            
            Limited
            
            
            General
            
            
            Partners'Outstanding
            
            
            Partners
            
            
            Partner
            
            
            EquityBalance,
      December 31, 2007
            
            
            735,232
            
            
            $
            6,103,767
            
            
            $
            (592,856
            )
            
            $
            5,510,911Net
      loss
            
            
            -
            
            
            
            (231,282
            )
            
            
            (2,336
            )
            
            
            (233,618
            )Limited
      partnership units redeemed
            
            
            (140
            )
            
            
            (4,177
            )
            
            
            -
            
            
            
            (4,177
            )Cash
      distributions to partners
            
            
            -
            
            
            
            (459,520
            )
            
            
            (4,642
            )
            
            
            (464,162
            )Period
      ended March 31, 2008 (unaudited)
            
            
            735,092
            
            
            $
            5,408,788
            
            
            $
            (599,834
            )
            
            $
            4,808,954





See
accompanying notes to condensed consolidated financial
statements


3
 Table of Contents








ICON Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Condensed
      Consolidated Statements of Cash Flows(unaudited)Three Months Ended March
31,2008
            
            
            2007Cash
      flows from operating activities:Net
      (loss) income
            
            $
            (233,618
            )
            
            $
            230,065Adjustments
      to reconcile net (loss) income to net cash provided byoperating
      activities:Rental
      income paid directly to lenders by lessees
            
            
            -
            
            
            
            (1,809,064
            )Finance
      income
            
            
            (49,602
            )
            
            
            (103,409
            )Net
      loss on sales of equipment
            
            
            -
            
            
            
            925,053Income
      from investments in joint ventures
            
            
            (55,063
            )
            
            
            (53,993
            )Depreciation
      and amortization
            
            
            -
            
            
            
            553,931Interest
      expense on non-recourse financing paid directlyto
      lenders by lessees
            
            
            -
            
            
            
            109,238Minority
      interest
            
            
            -
            
            
            
            (1,093
            )Changes
      in operating assets and liabilities:Collection
      of finance lease
            
            
            268,000
            
            
            
            462,794Other
      assets
            
            
            -
            
            
            
            349,273Deferred
      rental incomeDue
      to General Partner and affiliates, net
            
            
            -
            
            
            
            (155,829
            )Accrued
      expenses and other liabilities
            
            
            214,282
            
            
            
            (485,052
            )Distributions
      received from joint ventures
            
            
            55,063
            
            
            
            54,081Net
      cash provided by operating activities
            
            
            199,062
            
            
            
            75,995Cash
      flows from investing activities:Proceeds
      from sales of equipment
            
            
            -
            
            
            
            4,313,118Distributions
      received from joint ventures
            
            
            92,468
            
            
            
            93,223Net
      cash provided by investing activities
            
            
            92,468
            
            
            
            4,406,341Cash
      flows from financing activities:Cash
      distributions to partners
            
            
            (464,162
            )
            
            
            (649,828
            )Distribution
      to joint venture
            
            
            -
            
            
            
            (426,000
            )Redemption
      of limited partnership units
            
            
            (4,177
            )
            
            
            -Net
      cash used in financing activities
            
            
            (468,339
            )
            
            
            (1,075,828
            )Net
      (decrease) increase in cash and cash equivalents
            
            
            (176,809
            )
            
            
            3,406,508Cash
      and cash equivalents, beginning of the period
            
            
            604,745
            
            
            
            283,188Cash
      and cash equivalents, end of the period
            
            $
            427,936
            
            
            $
            3,689,696





See
accompanying notes to condensed consolidated financial
statements


4
 Table of Contents





ICON
      Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Condensed
      Consolidated Statements of Cash Flows(unaudited)Three
      Months EndedMarch 31, 2007Supplemental
      disclosure of non-cash investing and financing activities:Principal
      and interest paid directly to lenders by third parties
            
            $
            3,138,048





See
accompanying notes to condensed consolidated financial
statements


5
 Table of Contents
 ICON Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(1)
            Basis
      of Presentation and Consolidation





The
accompanying condensed consolidated financial statements of ICON Income Fund
Eight A L.P. (the “Partnership”) have been prepared in accordance with U.S.
generally accepted accounting principles (“US GAAP”) for interim financial
information and pursuant to the rules and regulations of the Securities and
Exchange Commission for Form 10-Q.  Accordingly, they do not include
all of the information and footnotes required by US GAAP for complete financial
statements.  In the opinion of ICON Capital Corp. (the “General
Partner”), all adjustments considered necessary for a fair presentation have
been included.  These condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes included in the Partnership’s Annual Report on Form 10-K for the year
ended December 31, 2007.  The results for the interim period are not
necessarily indicative of the results for the full year.





The
condensed consolidated financial statements include the accounts of the
Partnership and its majority owned subsidiary. All intercompany accounts and
transactions have been eliminated in consolidation.





The
Partnership accounts for its noncontrolling interests in joint ventures where
the Partnership has influence over financial and operational matters, generally
50% or less ownership interest, under the equity method of
accounting.  In such cases, the Partnership’s original investments are
recorded at cost and adjusted for its share of earnings, losses and
distributions.  The Partnership accounts for investments in joint
ventures where the Partnership has virtually no influence over financial and
operational matters using the cost method of accounting. In such cases, the
Partnership’s original investments are recorded at cost and any distributions
received are recorded as revenue.  All of the Partnership’s
investments in joint ventures are subject to its impairment review
policies.





In joint
ventures where the Partnership’s interest is majority owned, the financial
condition and results of operations of the joint venture are consolidated.
Minority interest represents the minority owner’s proportionate share of its
equity in the joint venture.  The minority interest is adjusted for
the minority owner's share of the earnings, losses and distributions of the
joint venture.





(2)
            Organization





The
Partnership was formed on July 9, 1997 as a Delaware limited
partnership.  The Partnership is engaged in one business segment, the
business of purchasing equipment and leasing it to third parties, providing
equipment and other financing, and to a lesser degree, acquiring ownership
rights to items of leased equipment at lease expiration. The Partnership will
continue until December 31, 2017, unless terminated sooner.





The
Partnership’s principal investment objective is to obtain the maximum economic
return from its investments for the benefit of its partners. To achieve this
objective the Partnership: (i) acquired a diversified portfolio of equipment
leases and financing transactions, (ii) made monthly cash distributions, at the
General Partner’s discretion, to its partners commencing with each partner's
admission through the reinvestment period, which ended on December 20, 2005,
(iii) re-invested substantially all undistributed cash from operations and cash
from sales of equipment and financing transactions during the reinvestment
period, and (iv) began to dispose of its investments and distribute the excess
cash from sales of such investments to its partners.







6
 Table of Contents
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)




(2)
            Organization
      - continued





The
General Partner was originally formed as a Connecticut corporation. Effective
June 1, 2007 the General Partner was reincorporated as a Delaware corporation.
The General Partner manages and controls the business affairs of the
Partnership, including, but not limited to, the Partnership’s equipment leases
and financing transactions that the Partnership enters into under the terms of
the Partnership’s amended and restated limited partnership agreement (the “LP
Agreement”).  Additionally, the General Partner has a 1% interest in
the profits, losses, cash distributions and liquidation proceeds of the
Partnership.





During
the liquidation period, the Partnership is distributing substantially all
distributable cash from operations and equipment sales to the partners and will
continue the orderly termination of its operations and affairs.  The
Partnership will not invest in any additional finance or lease transactions
during the liquidation period.





Partners’
capital accounts are increased for their initial capital contribution plus their
proportionate share of earnings and decreased by their proportionate share of
losses and distributions. Profits, losses, cash distributions and liquidation
proceeds are allocated 99% to the limited partners and 1% to the General Partner
until each limited partner has (a) received cash distributions and liquidation
proceeds sufficient to reduce their adjusted capital contribution account to
zero and (b) received, in addition, other distributions and allocations that
would provide an 8% per year cumulative return on their outstanding adjusted
capital contribution account.  After such time, distributions will be
allocated 90% to the limited partners and 10% to the General
Partner.





(3)
            Summary
      of Significant Accounting Policies







Use of
Estimates





The
preparation of financial statements in conformity with US GAAP requires the
General Partner to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities as of the date of the condensed consolidated financial statements
and the reported amounts of revenues and expenses during the reporting period.
 Significant estimates primarily include the determination of allowance for
doubtful accounts, depreciation and amortization, impairment losses, estimated
useful lives and residual values. Actual results could differ from those
estimates.







Reclassifications





Certain
reclassifications have been made to the accompanying condensed consolidated
financial statements in prior periods to conform to the current period
presentation.







7
 Table of Contents
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)







(3)
            Summary
      of Significant Accounting Policies -
continued





Recent
Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 157, “Accounting
for Fair Value Measurement” (“SFAS No. 157”).  SFAS No. 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and establishes a hierarchy that
categorizes and prioritizes the sources to be used to estimate fair value. SFAS
No. 157 also expands financial statement disclosures about fair value
measurements. On February 14, 2008, the FASB issued FASB Staff Position SFAS No.
157-1, which amends SFAS No. 157 to exclude SFAS No. 13, “Accounting for
Leases” and other accounting pronouncements that address fair value measurements
of leases from the provisions of SFAS No. 157.  SFAS No. 157 is
effective for the Partnership beginning January 1, 2008. The General Partner
assessed the impact of SFAS No. 157 and concluded that there is no impact to the
financials or the notes to the financials.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities—Including an Amendment of SFAS
No. 115” (“SFAS No. 159”), which permits but does not require the
Partnership to measure financial instruments and certain other items at
fair value. Unrealized gains and losses on items for which the fair value option
has been elected are reported in earnings.  This statement is
effective for the Partnership beginning January 1, 2008.  The General
Partner assessed the impact of SFAS No. 159 and concluded that there is no
impact to the financials or the notes to the financials.







8
 Table of Contents
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(4)
            Net
      Investment in Finance Lease





Net
investment in finance lease consisted of the following at March 31, 2008 and
December 31, 2007:





March
      31,2008
            
            
            December
      31,(unaudited)
            
            
            2007Minimum
      rents receivable
            
            $
            1,206,000
            
            
            $
            1,474,000Estimated
      residual value
            
            
            200,000
            
            
            
            200,000Unearned
      income
            
            
            (68,741
            )
            
            
            (118,343
            )Net
      investment in finance lease
            
            $
            1,337,259
            
            
            $
            1,555,657





The
Partnership had an investment in a finance lease with Regus Business Centre
Corp. ("Regus"), which leased office, telecommunications and computer equipment
from the Partnership under the terms of a finance lease since August 2000. On
February 28, 2007, the lease expired and Regus purchased the equipment under a
purchase option.





(5)
              Leased
      Equipment at Cost


ICON
Aircraft 46837, LLC (“Aircraft 46837”) was a joint venture between the
Partnership and ICON Income Fund Ten, LLC ("Fund Ten"), an entity also managed
by the General Partner, whose ownership interests were 90% and 10%,
respectively.  Aircraft 46837 was formed for the purpose of acquiring
a 1979 McDonnell Douglas DC-10-30F aircraft on lease to Federal Express
Corporation ("FedEx"). On March 30, 2007, Aircraft 46837 sold the aircraft on
lease to FedEx for $4,260,000 and recognized a loss on the sale of approximately
$920,000.  The final lease payment was paid to the lender, satisfying
all remaining debt obligations.






The
Partnership had a 100% interest in ICON/Michigan-Great Lakes, LLC
(“ICON/Michigan”). On June 25, 2007, ICON/Michigan sold all of its rights in a
tug boat and barge on charter to Keystone Great Lakes, Inc. for
$9,260,000.





(6)
            Investments
      in Joint Ventures




ICON
Cheyenne, LLC





ICON
Cheyenne, LLC (“ICON Cheyenne”) was a joint venture among the Partnership, ICON
Cash Flow Partners L.P. Seven and ICON Income Fund Eight B L.P., entities also
managed by the General Partner, which had ownership interests of 1.00%, 1.27%,
and 97.73%, respectively. During the second quarter of 2007, ICON Cheyenne sold
all of its remaining equipment to a third party.




Gulf
Coast Leasing, LLC
 
 During
March 2000, the Partnership acquired a 50% interest in Gulf Coast Leasing, LLC
("Gulf Coast"), which acquired a residual value interest in an off-shore
drilling rig subject to lease with an unaffiliated third party. The lease
expires on June 23, 2008. All of the rental payments under the lease are used to
service the non-recourse debt that was incurred to acquire the equipment which
also matures on June 23, 2008.


9
 Table of Contents
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(6)
            Investments
      in Joint Ventures - continued




ICON
Global Crossing, LLC
 
 ICON
Global Crossing, LLC (“ICON Global Crossing”) is a joint venture among the
Partnership, Fund Ten, and ICON Leasing Fund Eleven, LLC, entities also managed
by the General Partner, which have ownership interests of 8.0%, 30.6%, and
61.4%, respectively.   ICON Global Crossing was formed to
purchase telecommunications equipment from various vendors. The Partnership’s
net carrying value of ICON Global Crossing is approximately $1,257,000 at March
31, 2008.
  Information
as to the financial position and results of operations of ICON Global Crossing
at March 31, 2008 and December 31, 2007 for the three months ended March 31,
2008 and 2007 are summarized below:


March
      31,2008
              
              
              December
      31,(unaudited)
              
              
              2007Assets
              
              $
              15,720,737
              
              
              $
              16,901,253Liabilities
              
              $
              16,804
              
              
              $
              40,026Equity
              
              $
              15,703,933
              
              
              $
              16,861,227Partnership's
      share of equity
              
              $
              1,256,719
              
              
              $
              1,349,186Three
      Months Ended March 31,(unaudited)2008
              
              
              2007Net
      income
              
              $
              689,144
              
              
              $
              676,853Partnership's
      share of net income
              
              $
              55,063
              
              
              $
              54,081




(7)
            Transactions
      with Related Parties





Prior to
April 1, 2006, and in accordance with the terms of the LP Agreement, the
Partnership paid the General Partner (i) management fees ranging from 1% to 7%
based on a percentage of the rentals received either directly by the Partnership
or through joint ventures and (ii) acquisition fees through the reinvestment
period of 3%, based on the gross value of the Partnership’s acquisition
transactions.  In addition, the General Partner was reimbursed for
certain administrative expenses incurred in connection with the Partnership’s
operations.





The
General Partner performs certain services relating to the management of the
Partnership’s equipment leasing and financing activities. Such services include
the collection of lease payments from the lessees of the equipment, re-leasing
services in connection with equipment which is off-lease, inspections of the
equipment, liaison with and general supervision of lessees to assure that the
equipment is being properly operated and maintained, monitoring performance by
the lessees of their obligations under the leases and the payment of operating
expenses.





Administrative
expense reimbursements are costs incurred by the General Partner and necessary
to the Partnership’s operations.  These costs include the General Partner’s
legal, accounting, investor relations and operations personnel, as well as
professional fees and other costs that are charged to the Partnership based upon
the percentage of time such personnel dedicate to the Partnership. 
Excluded are salaries and related costs, travel expenses and other
administrative costs incurred by individuals with a controlling interest in the
General Partner or expenses for rent, depreciation or utilities of the General
Partner.





Although
the General Partner continues to provide these services, effective April 1,
2006, the General Partner waived its rights to all future management fees and
administrative expense reimbursements.





The
General Partner also has a 1% interest in the Partnership’s profits, losses,
cash distributions and distribution proceeds. The Partnership paid distributions
to the General Partner of $4,642 for the three months ended March 31, 2008. The
General Partner’s interest in the Partnership’s net (loss) income for the three
months ended March 31, 2008 and 2007 was ($2,336) and $2,301,
respectively.





(8)
              Concentrations


For the
period ended March 31, 2008, the Partnership had one lessee that accounted for
100% of total rental income and finance income. For the period ended March 31,
2007, the Partnership had three lessees that accounted for approximately 100% of
total rental income and finance income.





10
 Table of Contents






Item 2.General Partner's Discussion and Analysis of Financial
Condition and Results of Operations





The
following is a discussion of our results of operations and current financial
position. This discussion should be read together with our unaudited
condensed consolidated financial statements and related notes included elsewhere
in this report, Part II Item 1A. Risk Factors, and the audited consolidated
financial statements and related notes included in our Annual Report on Form
10-K for the year ended December 31, 2007.




As used
in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or
similar terms include ICON Income Fund Eight A L.P. and its consolidated
subsidiaries.





Forward-Looking
Statements





Certain
statements within this Quarterly Report on Form 10-Q may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (“PSLRA”).  These statements are being
made pursuant to the PSLRA, with the intention of obtaining the benefits of the
“safe harbor” provisions of the PSLRA, and, other than as required by law, we
assume no obligation to update or supplement such
statements.  Forward-looking statements are those that do not relate
solely to historical fact.  They include, but are not limited to, any
statement that may predict, forecast, indicate or imply future results,
performance, achievements or events.  You can identify these
statements by the use of words such as “may,” “will,” “could,” “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “plan”, “seek”, “predict” or
“project” and variations of these words or comparable words or phrases of
similar meaning.  These forward-looking statements reflect our current
beliefs and expectations with respect to future events and are based on
assumptions and are subject to risks and uncertainties and other factors outside
our control that may cause actual results to differ materially from those
projected. We undertake no obligation to update publicly or review any
forward-looking statement, whether as a result of new information, future
developments or otherwise.





Overview




We
operate as an equipment leasing program in which the capital our partners
invested was pooled together to make investments, pay fees and establish a
small reserve. We primarily acquired equipment subject to lease, purchased
equipment and leased it to third party end users or financed equipment for third
parties and, to a lesser degree, acquired ownership rights to items of
leased equipment at lease expiration. Some of our equipment leases were
acquired for cash and provided current cash flow, which we refer to
as “income” leases. For the other equipment leases, we financed the
majority of the purchase price through borrowings from third parties. We
refer to these leases as “growth” leases. These growth leases generated
little or no current cash flow because substantially all of the rental
payments received from the lessee was used to service the indebtedness
associated with acquiring or financing the lease. For these leases, we
anticipated that the future value of the leased equipment will exceed the cash
portion of the purchase price.




On
December 20, 2005, we began our liquidation period.  During our
liquidation period, we have continued to distribute substantially all
distributable cash from operations and equipment sales to our partners and are
continuing the orderly termination of our operations and affairs.




At March
31, 2008, our portfolio, which we hold either directly or through joint
venture investments with affiliates and others, consists primarily of the
following equipment subject to lease:





Energy
Equipment





·
            We
      have a 0.80% interest in the rights to the profits, losses and cash flows
      from an entity that owns a 50% interest in a mobile offshore drilling rig
      subject to a lease with Rowan Companies,
Inc.





·
            We
      have a 25% interest in the residual value of a mobile offshore drilling
      rig (“Cecil Provine”), which is on lease with Rowan Companies,
      Inc.






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 Table of Contents





Manufacturing
Equipment for Playgrounds





·
            We
      own equipment on lease to Playcore Wisconsin, Inc. (“Playcore”), which is
      used in its manufacturing facility.  The lease is accounted for
      as a finance lease and is scheduled to expire on December 31,
      2008.





Telecommunications
Equipment





·
            We
      have approximately an 8% interest in ICON Global Crossing, LLC (“ICON
      Global Crossing”), which purchased telecommunications equipment from
      various venders that was then leased to Global Crossing
      Telecommunications, Inc. (“Global Crossing”). The lease is scheduled to
      expire on March 31, 2010.





Recent
Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 157, “Accounting
for Fair Value Measurement” (“SFAS No. 157”).  SFAS No. 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and establishes a hierarchy that
categorizes and prioritizes the sources to be used to estimate fair value. SFAS
No. 157 also expands financial statement disclosures about fair value
measurements. On February 14, 2008, the FASB issued FASB Staff Position SFAS No.
157-1, which amends SFAS No. 157 to exclude SFAS No. 13, “Accounting for
Leases” and other accounting pronouncements that address fair value measurements
of leases from the provisions of SFAS No. 157.  SFAS No. 157 is
effective for us beginning January 1, 2008. Our General Partner assessed the
impact of SFAS No. 157 and concluded that there is no impact to the financials
or the notes to the financials.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities—Including an Amendment of SFAS
No. 115” (“SFAS No. 159”), which permits but does not require us to measure
financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been elected are
reported in earnings.  This statement is effective for us beginning
January 1, 2008.  Our General Partner assessed the impact of SFAS No.
159 and concluded that there is no impact to the financials or the notes to the
financials.





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 Table of Contents


Results
of Operations for the Three Months Ended March 31, 2008 (the “2008 Quarter”) and
2007 (the “2007 Quarter”)





We began
our liquidation period on December 20, 2005.  During our liquidation
period, we will sell our assets in the ordinary course of
business.  As we sell our assets, both rental income and finance
income will decrease over time as will expenses related to our assets such as
depreciation and amortization expense. Additionally, interest expense should
decrease as we reach the expiration of leases that were financed and the debt is
repaid to the lender. As leased equipment is sold, we experience both gains and
losses on these sales. We will continue to liquidate our assets during this
period and we expect to see a reduction in revenue and expenses
accordingly.





Revenue
for the 2008 Quarter and the 2007 Quarter are summarized as
follows:





Three Months Ended March
31,2008
            
            
            2007
            
            
            ChangeRental
      income
            
            $
            -
            
            
            $
            1,809,064
            
            
            $
            (1,809,064
            )Finance
      income
            
            
            49,602
            
            
            
            103,409
            
            
            
            (53,807
            )Income
      from investments in joint ventures
            
            
            55,063
            
            
            
            53,993
            
            
            
            1,070Net
      loss on sales of equipment
            
            
            -
            
            
            
            (925,053
            )
            
            
            925,053Interest
      and other income
            
            
            967
            
            
            
            1,295
            
            
            
            (328
            )Total
      revenue
            
            $
            105,632
            
            
            $
            1,042,708
            
            
            $
            (937,076
            )





Total
revenue for the 2008 Quarter decreased $937,076, or 89.9%, as compared to the
2007 Quarter.  The decrease in rental income was due to (i) the sale
of a McDonnell Douglas DC-10-30F aircraft (the “Aircraft”) on March 30, 2007 and
(ii) the sale of the tug boat and barge on June 25, 2007.  The
decrease in finance income was primarily related to a reduction in the income
recognized on the Playcore lease, resulting from the gradual reduction in the
principal balance as the lease nears its expiration. The net loss on sales of
equipment was primarily due to the sale of the Aircraft during the 2007
Quarter.  There was no gain or loss on sale of equipment recognized in
the 2008 Quarter.





Expenses
for the 2008 Quarter and the 2007 Quarter are summarized as
follows:





Three Months Ended March
31,2008
            
            
            2007
            
            
            ChangeDepreciation
      and amortization
            
            $
            -
            
            
            $
            553,931
            
            
            $
            (553,931
            )Interest
            
            
            -
            
            
            
            109,238
            
            
            
            (109,238
            )General
      and administrative
            
            
            339,250
            
            
            
            150,567
            
            
            
            188,683Total
      expenses
            
            $
            339,250
            
            
            $
            813,736
            
            
            $
            (474,486
            )





Total
expenses for the 2008 Quarter decreased $474,486, or 58.3%, as compared to the
2007 Quarter.  The decrease in depreciation and amortization was
primarily due to the sale of the Aircraft on March 30, 2007.  The
decrease in interest expense was primarily due to extinguishment of debt upon
the sale of the Aircraft and the tug boat and barge on June 25,
2007.  The decrease in total expenses was partially offset by an
increase in general and administrative expenses primarily due to (i) expenses
incurred or accrued for in the 2008 Quarter related to audit and tax fees for
services performed for the year ended December 31, 2007 and (ii) state
partnership taxes.





Minority
Interest





Minority
interest expense for the 2008 Quarter decreased by $1,093, or 100%, as compared
to the 2007 Quarter. The decrease was due to the sale of the Aircraft on March
30, 2007.








13
 Table of Contents





Net
(Loss) Income





As a
result of the foregoing factors, net loss for the 2008 Quarter was
$233,618, as compared to net income for the 2007 Quarter of $230,065.
 The net loss per weighted average number of limited partnership units
outstanding for the 2008 Quarter was $0.31 as compared to net income per
weighted average number of limited partnership units outstanding for 2007
Quarter of $0.31.







Financial Condition





This section discusses the major
balance sheet variances at March 31, 2008 compared to December 31,
2007.





Total
Assets





Total
assets decreased $487,675 from $5,674,715 at December 31, 2007 to $5,187,040 at
March 31, 2008. The decrease was primarily due to a reduction in our
rentals receivable for the Playcore lease.





Total
Liabilities





Total
liabilities increased $214,282 from $163,804 at December 31, 2007 to
$378,086 at March 31, 2008. The increase was primarily due to expenses
incurred or accrued for in the 2008 Quarter related to audit and tax
fees.





Total
Partners’ Equity





Total
partners’ equity decreased $701,957 from $5,510,911 at December 31, 2007 to
$4,808,954 at March 31, 2008.  During our liquidation period, we are
distributing substantially all distributable cash from operations and equipment
sales to our limited partners. We also recorded a net loss during the 2008
Quarter.





Liquidity
and Capital Resources





Sources
and Uses of Cash





At March
31, 2008 and 2007, we had cash and cash equivalents of $427,936 and $3,689,696,
respectively. During our liquidation period, our main source of cash is expected
to be from operating and investing activities from the sale or disposal of our
assets. Our main use of cash during the liquidation period is expected to be
from financing activities, in the form of cash distributions to our
partners.





Operating
Activities





Sources
of Cash





Sources
of cash from operating activities increased $123,067 from $75,995 in the
2007 Quarter to $199,062 in the 2008 Quarter. The increase was primarily due to
accrued expenses during the 2008 Quarter related to audit and tax
fees.







14
 Table of Contents






Investing
Activities





Sources
of Cash





Sources
of cash from investing activities decreased $4,313,873 from $4,406,341 in the
2007 Quarter to $92,468 in the 2008 Quarter. The decrease was primarily due to
the absence of any sale of equipment during the 2008 Quarter.





Uses
of Cash





During the 2008 and 2007 Quarters, we
did not have any uses of cash in investing activities.





Financing
Activities





Sources
of Cash





During the 2008 and 2007 Quarters, we
did not have any sources of cash from financing activities.





Uses
of Cash





Uses of
cash in financing activities decreased $607,489 from $1,075,828 in the 2007
Quarter to $468,339 in the 2008 Quarter. The decrease was primarily due to a
reduction in the distributions paid to our partners in the 2008 Quarter. During
the 2008 and 2007 Quarters, we paid distributions to our partners of $464,162,
and $649,828, respectively. In addition, there were no distributions to minority
interest holders in the 2008 Quarter as the assets owned by the majority-owned
subsidiary were sold on March 30, 2007.





Our
General Partner believes that with the cash we currently have available, the
cash being generated from our remaining leases, and the proceeds from equipment
and asset sales, we have sufficient cash to continue our operations into the
foreseeable future. However, our ability to generate cash in the future is
subject to general economic, financial, competitive, regulatory and other
factors that affect our lessees’ businesses that are beyond our
control.  See “Part II, Item 1A.  Risk
Factors.”





Distributions





We paid
monthly distributions to each of our partners beginning the first month after
each such partner was admitted through the termination of our reinvestment
period, which was on December 20, 2005. During the liquidation period, we plan
to make distributions pursuant to the terms of the LP Agreement. We expect that
distributions made during the liquidation period will vary, depending on the
timing of the sale of our assets, our receipt of rental income, and income from
our investments. We paid distributions to our limited partners and our General
Partner for the 2008 Quarter of $459,520 and $4,642, respectively.





Contractual
Obligations and Commitments and Off Balance Sheet Transactions





None.





15
 Table of Contents







Item 3. Quantitative and Qualitative Disclosures About Market
Risk





We, like
most other companies, are exposed to certain market risks, which include changes
in interest rates and the demand for equipment (and the related residuals) owned
by us.  We believe that our exposure to other market risks, including
foreign currency exchange rate risk, commodity risk and equity price risk, are
insignificant, at this time, to both our financial position and our results of
operations.  There were no other material changes to the disclosure related
to these items since the filing of our Annual Report on Form 10-K for the year
ended December 31, 2007.





In
general, we manage our exposure to interest rate risk by obtaining fixed rate
debt. The fixed rate debt is structured so as to match the cash flows required
to service the debt to the payment streams under fixed rate lease receivables.
The payments under the leases are assigned to the lenders in satisfaction of the
debt.  We may finance leases with a floating interest rate and we are
therefore exposed to interest rate risk until fixed rate financing is
arranged.





We manage
our exposure to equipment and residual risk by monitoring the markets our leased
equipment are in and maximizing remarketing proceeds through the re-lease or
sale of equipment.





Item 4T. Controls and Procedures





Evaluation
of disclosure controls and procedures





In
connection with the preparation of this Quarterly Report on Form 10-Q for the
period ended March 31, 2008, as well as the financial statements for our General
Partner, our General Partner carried out an evaluation, under the supervision
and with the participation of the management of our General Partner, including
its Co-Chief Executive Officers and Chief Financial Officer, of the
effectiveness of the design and operation of our General Partner’s disclosure
controls and procedures as of the end of the period covered by this Report
pursuant to the Securities Exchange Act of 1934. Based on the foregoing
evaluation, the Co-Chief Executive Officers and the Chief Financial Officer
concluded that our General Partner’s disclosure controls and procedures were
effective.





In
designing and evaluating our General Partner’s disclosure controls and
procedures, our General Partner recognized that disclosure controls and
procedures, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the disclosure
controls and procedures are met. Our General Partner’s disclosure controls and
procedures have been designed to meet reasonable assurance standards. Disclosure
controls and procedures cannot detect or prevent all error and fraud. Some
inherent limitations in disclosure controls and procedures include costs of
implementation, faulty decision-making, simple error and mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The
design of any system of controls is based, in part, upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all anticipated and
unanticipated future conditions. Over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with established
policies or procedures.


Evaluation
of internal control over financial reporting




There
have been no changes in our internal control over financial reporting during our
most recently completed fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.




16
 Table of Contents






PART II - OTHER INFORMATION





Item 1. Legal Proceedings





In the
ordinary course of conducting our business, there may be certain claims, suits
and complaints filed against us.  In the opinion of management, the
outcome of such matters, if any, will not have a material impact on our
consolidated financial position or results of operations.  No material
legal proceedings are currently pending or to our knowledge threatened against
us or against any of our assets





Item 1A. Risk Factors





There
have been no material changes from the risk factors disclosed in “Item 1A. Risk
Factors” of our
Annual Report on Form 10-K for the year ended December 31, 2007.





Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds





There
were 140 limited partnership units redeemed during the three months ended
March 31, 2008.  The redemption amounts are calculated according to a
specified redemption formula in accordance with the LP
agreement.  Redeemed units have no voting rights and do not share in
distributions.  The LP Agreement limits the number of limited
partnership units which can be redeemed in any one year and redeemed limited
partnership units may not be reissued.





Total
      Number ofLimited
      Partnership
            
            
            Price
      Paid PerLimitedUnits Redeemed
            
            
            Partnership
              UnitsJanuary
      1, 2008 through January 31, 2008
            
            
            -
            
            
            $
            -February
      1, 2008 through February 29, 2008
            
            
            -
            
            
            $
            -March
      1, 2008 through March 31, 2008
            
            
            140
            
            
            $
            29.83





Item 3. Defaults Upon Senior Securities





Not
applicable.





Item 4. Submission of Matters to a Vote of Security
Holders





No
matters were submitted to a vote of security holders during the three months
ended March 31, 2008.





Item 5. Other Information





Not
applicable.





Item 6. Exhibits





31.1
            Rule
      13a-14(a)/15d-14(a). Certification of Co-Chief Executive
      Officer.31.2
            Rule
      13a-14(a)/15d-14(a). Certification of Co-Chief Executive
      Officer.31.3
            Rule
      13a-14(a)/15d-14(a). Certification of Chief Financial
    Officer.32.1
            Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
            Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.3
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.






17
 Table of Contents





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacity and on the dates indicated.





File No.
333-54011


ICON
Capital Corp.


Sole
General Partner of the Registrant





May
15, 2008




/s/
      Mark GattoMark
      GattoCo-Chief
      Executive Officer and Co-President
              (Co-Principal
      Executive Officer)


May 15,
2008




/s/
      Michael A.
  ReisnerMichael
      A. ReisnerCo-Chief
      Executive Officer and Co-President
              (Co-Principal
      Executive Officer)




May
15, 2008





/s/
      Anthony J.
  BrancaAnthony
      J. BrancaChief
      Financial Officer
              (Principal
      Financial Officer)




18