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
            September 30, 2008




or


[  ]         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. Yes [x]   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 [  ]  No [x]





Number of
outstanding limited partnership units of the registrant on October 31, 2008
is 735,092.















ICON Income Fund Eight A L.P.
              Table
      of ContentsPART I - FINANCIAL INFORMATION
            PageItem 1.  Condensed Consolidated Financial
      StatementsCondensed Consolidated Balance Sheets
            1Condensed Consolidated Statement of
      Operations
            2Condensed Consolidated Statement of Changes in Partners’
      Equity
            3Condensed Consolidated Statement of Cash
      Flows
            4Notes to Condensed Consolidated Financial
      Statements
            6Item
      2.  General Partner’s Discussion and Analysis of Financial
      Condition andResults
      of Operations
            10Item 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
            
            18Signatures
            
            19









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 SheetsAssetsSeptember
      30,2008
            
            
            December
      31,(unaudited)
            
            
            2007Current
      assetsCash
      and cash equivalents
            
            $
            350,401
            
            
            $
            604,745Net
      investment in finance lease
            
            
            589,467
            
            
            
            1,555,657Total
      current assets
            
            
            939,868
            
            
            
            2,160,402Non-current
      assetsInvestments
      in joint ventures
            
            
            1,073,077
            
            
            
            3,346,186Other
      non-current assets, net
            
            
            168,824
            
            
            
            168,127Total
      non-current assets
            
            
            1,241,901
            
            
            
            3,514,313Total
      Assets
            
            $
            2,181,769
            
            
            $
            5,674,715Liabilities
      and Partners' EquityCurrent
      liabilitiesAccrued
      expenses and other current liabilities
            
            $
            203,914
            
            
            $
            163,804Total
      current liabilities
            
            
            203,914
            
            
            
            163,804Total
      Liabilities
            
            
            203,914
            
            
            
            163,804Commitments
      and contingenciesPartners'
      equityGeneral
      Partner
            
            
            (628,146
            )
            
            
            (592,856
            )Limited
      Partners
            
            
            2,606,001
            
            
            
            6,103,767Total
      Partners' Equity
            
            
            1,977,855
            
            
            
            5,510,911Total
      Liabilities and Partners' Equity
            
            $
            2,181,769
            
            
            $
            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 September 30,
            
            
            Nine
      Months Ended September 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenue:Rental
      income
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            1,969,156Finance
      income
            
            
            20,752
            
            
            
            76,302
            
            
            
            105,810
            
            
            
            268,608Income
      from investments in joint ventures
            
            
            27,744,301
            
            
            
            53,563
            
            
            
            27,852,068
            
            
            
            160,484Net
      gain on sales of equipment
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,548,969Interest
      and other income
            
            
            35,494
            
            
            
            19,899
            
            
            
            37,135
            
            
            
            31,111Total
      revenue
            
            
            27,800,547
            
            
            
            149,764
            
            
            
            27,995,013
            
            
            
            3,978,328Expenses:Depreciation
      and amortization
            
            
            -
            
            
            
            13,710
            
            
            
            -
            
            
            
            581,352Interest
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            180,474General
      and administrative
            
            
            59,450
            
            
            
            91,875
            
            
            
            538,812
            
            
            
            336,622Total
      expenses
            
            
            59,450
            
            
            
            105,585
            
            
            
            538,812
            
            
            
            1,098,448Income
      before minority interest
            
            
            27,741,097
            
            
            
            44,179
            
            
            
            27,456,201
            
            
            
            2,879,880Minority
      interest
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (13,393
            )Net
      income
            
            $
            27,741,097
            
            
            $
            44,179
            
            
            $
            27,456,201
            
            
            $
            2,866,487Net
      income allocable to:Limited
      Partners
            
            $
            27,463,686
            
            
            $
            43,737
            
            
            $
            27,181,639
            
            
            $
            2,837,822General
      Partner
            
            
            277,411
            
            
            
            442
            
            
            
            274,562
            
            
            
            28,665$
            27,741,097
            
            
            $
            44,179
            
            
            $
            27,456,201
            
            
            $
            2,866,487Weighted
      average number of limited partnershipunits
      outstanding
            
            
            735,092
            
            
            
            735,232
            
            
            
            735,130
            
            
            
            735,232Net
      income per weighted averagelimited
      partnership unit outstanding
            
            $
            37.36
            
            
            $
            0.06
            
            
            $
            36.98
            
            
            $
            3.86







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 Statements 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
            )
            
            $
            4,808,954Net
      loss
            
            
            -
            
            
            
            (50,765
            )
            
            
            (513
            )
            
            
            (51,278
            )Cash
      distributions to partners
            
            
            -
            
            
            
            (459,422
            )
            
            
            (4,641
            )
            
            
            (464,063
            )Period
      ended June 30, 2008 (unaudited)
            
            
            735,092
            
            
            $
            4,898,601
            
            
            $
            (604,988
            )
            
            $
            4,293,613Net
      income
            
            
            -
            
            
            
            27,463,686
            
            
            
            277,411
            
            
            
            27,741,097Cash
      distributions to partners
            
            
            -
            
            
            
            (29,756,286
            )
            
            
            (300,569
            )
            
            
            (30,056,855
            )Period
      ended September 30, 2008 (unaudited)
            
            
            735,092
            
            
            $
            2,606,001
            
            
            $
            (628,146
            )
            
            $
            1,977,855






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)Nine
      Months Ended September 30,2008
            
            
            2007Cash
      flows from operating activities:Net
      income
            
            $
            27,456,201
            
            
            $
            2,866,487Adjustments
      to reconcile net  income to net cash provided byoperating
      activities:Rental
      income paid directly to lenders by lessees
            
            
            -
            
            
            
            (1,969,156
            )Finance
      income
            
            
            (105,810
            )
            
            
            (268,608
            )Net
      gain on sales of equipment
            
            
            -
            
            
            
            (1,548,969
            )Income
      from investments in joint ventures
            
            
            (27,852,068
            )
            
            
            (160,484
            )Depreciation
      and amortization
            
            
            -
            
            
            
            581,352Interest
      expense on non-recourse financing paid directlyto
      lenders by lessees
            
            
            -
            
            
            
            180,474Minority
      interest
            
            
            -
            
            
            
            13,393Changes
      in operating assets and liabilities:Collection
      of finance lease
            
            
            1,072,000
            
            
            
            1,268,319Other
      assets
            
            
            (697
            )
            
            
            (6,393
            )Due
      from affiliates
            
            
            -
            
            
            
            (144,924
            )Accrued
      expenses and other current liabilities
            
            
            40,110
            
            
            
            (70,732
            )Distributions
      received from joint ventures
            
            
            27,852,068
            
            
            
            162,253Net
      cash provided by operating activities
            
            
            28,461,804
            
            
            
            903,012Cash
      flows from investing activities:Proceeds
      from sales of equipment
            
            
            -
            
            
            
            9,518,116Distributions
      received from joint ventures in excess of profits
            
            
            2,273,109
            
            
            
            279,235Net
      cash provided by investing activities
            
            
            2,273,109
            
            
            
            9,797,351Cash
      flows from financing activities:Cash
      distributions to partners
            
            
            (30,985,080
            )
            
            
            (10,040,132
            )Distributions
      paid to minority interest holders
            
            
            -
            
            
            
            (426,000
            )Redemption
      of limited partnership units
            
            
            (4,177
            )
            
            
            -Net
      cash used in financing activities
            
            
            (30,989,257
            )
            
            
            (10,466,132
            )Net
      (decrease) increase in cash and cash equivalents
            
            
            (254,344
            )
            
            
            234,231Cash
      and cash equivalents, beginning of the period
            
            
            604,745
            
            
            
            182,901Cash
      and cash equivalents, end of the period
            
            $
            350,401
            
            
            $
            417,132







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)Nine Months Ended September
    30,2008
            
            
            2007Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
            
            $
            -
            
            
            $
            18,688Supplemental
      disclosure of non-cash investing and financing activities:Principal
      and interest paid on non-recourse long-term debtpaid
      directly to lenders by lessees
            
            $
            -
            
            
            $
            7,154,363







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
 September
30, 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 Quarterly Reports on 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 together 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 subsidiaries.  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 ownership 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-party end users,
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 is currently in its liquidation period, which
commenced on December 20, 2005.





The
General Partner of the Partnership is a Delaware corporation. The General
Partner manages and controls the business affairs of the Partnership, including,
but not limited to, the equipment leases and financing transactions that the
Partnership enters into pursuant to the terms of the Partnership’s amended and
restated agreement of limited partnership (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.




6
 Table of Contents
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)





(2)
            Organization
      - continued





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 account.  After such time, the 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, the disclosure of contingent assets and
liabilities at 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.





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 12, 2008, the FASB issued FASB Staff Position (“FSP”)
SFAS No. 157-2 (“FSP 157-2”), which delayed the effective date of SFAS No. 157
for one year for all non-financial assets and non-financial liabilities,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). On February 14, 2008,
the FASB issued FSP No. 157-1, which amended 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 and FSP 157-2 are effective for the
Partnership’s financial statements beginning January 1, 2008. The General
Partner assessed the impact of SFAS No. 157 and concluded that there is no
impact to the condensed consolidated financial statements or the notes to the
condensed consolidated financial statements.





7
 Table of Contents
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)




(3)
            Summary
      of Significant Accounting Policies -
continued





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.  The Partnership has not elected to fair value
any of its financial instruments under the provisions of SFAS No.
159.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an Amendment of ARB No. 51” (“SFAS No.
160”).  SFAS No. 160 establishes accounting and reporting standards
for the noncontrolling interest in a subsidiary and for the retained interest
and gain or loss when a subsidiary is deconsolidated.  This statement
is effective for financial statements issued for fiscal years beginning on or
after December 15, 2008 with earlier adoption prohibited.  The General
Partner is currently evaluating the impact of SFAS No. 160 on the Partnership’s
condensed consolidated financial statements.





(4)
            Net
      Investment in Finance Lease





Net
investment in finance lease consisted of the following at September 30, 2008 and
December 31, 2007:





September
      30,2008
            
            
            December
      31,(unaudited)
            
            
            2007Minimum
      rents receivable
            
            $
            402,000
            
            
            $
            1,474,000Estimated
      residual value
            
            
            200,000
            
            
            
            200,000Unearned
      income
            
            
            (12,533
            )
            
            
            (118,343
            )Net
      investment in finance lease
            
            $
            589,467
            
            
            $
            1,555,657





Beginning
in August 2000, 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. 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, which had ownership interests of 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 and
recognized a gain on the sale of approximately $2,455,000. Approximately
$4,055,000 of the proceeds were paid directly to a third party lender to satisfy
all outstanding debt.


The
Partnership did not incur any depreciation expense for the three and nine months
ended September 30, 2008.  Depreciation expense for the three and nine
months ended September 30, 2007 was $0 and $540,220,
respectively.






8
 Table of Contents
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 September
30, 2008
 (unaudited)




(6)
            Investments
      in Joint Ventures





Gulf
Coast Leasing, LLC





During
March 2000, the Partnership acquired a 50% interest in Gulf Coast Leasing, LLC
(“Gulf Coast”), which acquired a 50% residual value interest in a mobile
offshore drilling rig (“Cecil Provine”) subject to charter with an unaffiliated
third party. The Partnership invested $1,997,000.  On June 6, 2008,
the Partnership was informed that the owner trustee of the trust entered into an
agreement, dated as of May 30, 2008, to sell the rig to an unaffiliated third
party for $119,000,000. This information was conveyed by the manager of the
entity that owned the beneficial interest of the trust that owned a mobile
offshore drilling rig, in which the Partnership had a residual value interest.
The lease expired on June 23, 2008. All of the rental payments under the lease
were used to service the non-recourse debt that was incurred to acquire the
equipment, which also matured on June 23, 2008.  On July 7, 2008, Gulf
Coast sold its residual value interest. The owner trustee and the charterer
extended the renewal term of the charter from June 27, 2008 to and including
July 7, 2008 without any additional payment of charter
hire.




Information as to the results of operations of Gulf Coast for
the three and nine months ended September 30, 2008 and 2007, respectively, is
summarized below:




Three
      Months Ended September 30,
              
              
              Nine
      Months Ended September 30,(unaudited)
              
              
              (unaudited)2008
              
              
              2007
              
              
              2008
              
              
              2007Total
      revenue
              
              $
              59,514,000
              
              
              $
              -
              
              
              $
              59,514,000
              
              
              $
              -Net
      income
              
              $
              55,378,440
              
              
              $
              -
              
              
              $
              55,378,440
              
              
              $
              -Partnership's
      share of net income
              
              $
              27,689,220
              
              
              $
              -
              
              
              $
              27,689,220
              
              
              $
              -


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 7.99%, 30.62%, and
61.39%, respectively.  ICON Global Crossing was formed to
purchase telecommunications equipment from various vendors, which was leased to
Global Crossing Telecommunications, Inc. The Partnership’s net carrying value of
ICON Global Crossing was approximately $1,073,000 at September 30,
2008.





Information
as to the results of operations of ICON Global Crossing for the three and nine
months ended September 30, 2008 and 2007, respectively, is summarized
below:





Three
      Months Ended September 30,
            
            
            Nine
      Months Ended September 30,(unaudited)
            
            
            (unaudited)2008
            
            
            2007
            
            
            2008
            
            
            2007Total
      revenue
            
            $
            1,846,437
            
            
            $
            1,846,437
            
            
            $
            5,539,311
            
            
            $
            5,539,311Net
      income
            
            $
            689,380
            
            
            $
            682,775
            
            
            $
            2,038,149
            
            
            $
            2,018,313Partnership's
      share of net income
            
            $
            55,081
            
            
            $
            54,554
            
            
            $
            162,848
            
            
            $
            161,263




(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, liaising 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 that are
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.





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 liquidation proceeds. The Partnership paid distributions
to the General Partner of $309,852 for the nine months ended September 30, 2008.
The General Partner’s interest in the Partnership’s net income for the three
months ended September 30, 2008 and 2007 was $277,411 and $442,
respectively.  The General Partner’s interest in the Partnership’s net
income for the nine months ended September 30, 2008 and 2007 was $274,562 and
$28,665, respectively.







9
 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
Quarterly Report on Form 10-Q 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. This discussion should also be read in conjunction
with the disclosure below regarding “Forward-Looking Statements” and the “Risk
Factors” set forth in Item 1A herein.




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,” “continue,” “further,” “plan,” “seek,”
“intend,” “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 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 our 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.




We began
our liquidation period on December 20, 2005.  During our liquidation
period, we are selling and will continue to 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 will experience
gains or 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.







10
 Table of Contents








At
September 30, 2008, our portfolio, which we hold either directly or through
joint venture investments with affiliates and others, consisted 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 charter with Rowan Companies,
Inc.





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 a 7.99% interest in ICON Global Crossing, LLC, which purchased
      telecommunications equipment from various venders that was then leased to
      Global Crossing Telecommunications, Inc. The lease is scheduled to expire
      on March 31, 2010.





Lease
and Other Significant Transactions





Sale
of Energy Equipment





·
            During
      March 2000, we acquired a 50% interest in Gulf Coast Leasing, LLC
      (“Gulf Coast”), which acquired a 50% residual value interest in a mobile
      offshore drilling rig (“Cecil Provine”) subject to charter with an
      unaffiliated third party, which was on charter with Rowan Companies,
      Inc.  We invested $1,997,000. On July 7, 2008, the Cecil
      Provine was sold and we recognized net income and distributions from
      joint ventures of $27,689,220 and $29,686,000,
    respectively.





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 12, 2008, the FASB issued FASB Staff Position
(“FSP”) SFAS No. 157-2 (“FSP 157-2”), which delayed the effective date of SFAS
No. 157 for one year for all non-financial assets and non-financial liabilities,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually).  On February 14, 2008,
the FASB issued FSP No. 157-1, which amended 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 and FSP 157-2 are effective for our financial
statements beginning January 1, 2008. Our General Partner assessed the impact of
SFAS No. 157 and concluded that there is no impact to the condensed consolidated
financial statements or the notes to the condensed consolidated financial
statements.





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.  We did not elect to fair value any of our
financial instruments under the provisions of SFAS No. 159.








11
 Table of Contents







In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an Amendment of ARB No. 51” (“SFAS No.
160”).  SFAS No. 160 establishes accounting and reporting standards
for the noncontrolling interest in a subsidiary and for the retained interest
and gain or loss when a subsidiary is deconsolidated.  This statement
is effective for financial statements issued for fiscal years beginning on or
after December 15, 2008 with earlier adoption prohibited.  Our General
Partner is currently evaluating the impact of SFAS No. 160 on our condensed
consolidated financial statements.





Results
of Operations for the Three Months Ended September 30, 2008 (the “2008 Quarter”)
and 2007 (the “2007 Quarter”)





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





Three Months Ended September
      30,2008
            
            
            2007
            
            
            ChangeFinance
      income
            
            $
            20,752
            
            
            $
            76,302
            
            
            $
            (55,550
            )Income
      from investments in joint ventures
            
            
            27,744,301
            
            
            
            53,563
            
            
            
            27,690,738Interest
      and other income
            
            
            35,494
            
            
            
            19,899
            
            
            
            15,595Total
      revenue
            
            $
            27,800,547
            
            
            $
            149,764
            
            
            $
            27,650,783





Total
revenue for the 2008 Quarter increased $27,650,783 as compared to the 2007
Quarter.  The increase was primarily due to the net income
recognized on the investment in joint ventures of $27,689,220 from Gulf
Coast.





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





Three Months Ended September
      30,2008
            
            
            2007
            
            
            ChangeDepreciation
      and amortization
            
            $
            -
            
            
            $
            13,710
            
            
            $
            (13,710
            )General
      and administrative
            
            
            59,450
            
            
            
            91,875
            
            
            
            (32,425
            )Total
      expenses
            
            $
            59,450
            
            
            $
            105,585
            
            
            $
            (46,135
            )





Total
expenses for the 2008 Quarter decreased $46,135, or 43.7%, as compared to the
2007 Quarter.  The General and administrative expense reported in the
2007 Quarter reflects fees of approximately $39,000 incurred in relation to the
sale of a tug boat and barge on June 25, 2007, which were previously on charter
to Keystone Great Lakes, Inc.





Net
Income





As a
result of the foregoing factors, net income for the 2008 Quarter and
the 2007 Quarter was $27,741,097 and $44,179, respectively.  The net
income per weighted average number of limited partnership units outstanding
for the 2008 Quarter and the 2007 Quarter was $37.36 and $0.06,
respectively.








12
 Table of Contents





Results
of Operations for the Nine Months Ended September 30, 2008 (the “2008 Period”)
and 2007 (the “2007 Period”)





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





Nine Months Ended September
    30,2008
            
            
            2007
            
            
            ChangeRental
      income
            
            $
            -
            
            
            $
            1,969,156
            
            
            $
            (1,969,156
            )Finance
      income
            
            
            105,810
            
            
            
            268,608
            
            
            
            (162,798
            )Income
      from investments in joint ventures
            
            
            27,852,068
            
            
            
            160,484
            
            
            
            27,691,584Net
      gain on sales of equipment
            
            
            -
            
            
            
            1,548,969
            
            
            
            (1,548,969
            )Interest
      and other income
            
            
            37,135
            
            
            
            31,111
            
            
            
            6,024Total
      revenue
            
            $
            27,995,013
            
            
            $
            3,978,328
            
            
            $
            24,016,685





Total
revenue for the 2008 Period increased $24,016,685 as compared to the 2007
Period.  The increase was primarily due to the net income
recognized on the investment in joint ventures of $27,689,220 from Gulf
Coast. The increase in total revenue was offset by a decrease in rental income,
which was due to (i) the sale of the Aircraft on March 30, 2007 and (ii) the
sale of a tug boat and barge on June 25, 2007.  In addition, the
offset was also due to the net gain on sales of equipment during the 2007
Period, which was predominantly due to a gain of approximately $2,455,000
recognized on the sale of a tug boat and barge, partly offset by a loss of
approximately $920,000 recognized on the sale of the Aircraft.





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





Nine Months Ended September
    30,2008
            
            
            2007
            
            
            ChangeDepreciation
      and amortization
            
            $
            -
            
            
            $
            581,352
            
            
            $
            (581,352
            )Interest
            
            
            -
            
            
            
            180,474
            
            
            
            (180,474
            )General
      and administrative
            
            
            538,812
            
            
            
            336,622
            
            
            
            202,190Total
      expenses
            
            $
            538,812
            
            
            $
            1,098,448
            
            
            $
            (559,636
            )





Total
expenses for the 2008 Period decreased $559,636, or 50.9%, as compared to the
2007 Period.  The decrease in depreciation and amortization was
largely attributable to the sale of the Aircraft on March 30, 2007, which
accounted for $540,220 of the change in depreciation expense.  The
decrease in interest expense was primarily due to the extinguishment of debt
upon the sale of (i) the Aircraft and (ii) a tug boat and barge on June 25,
2007.  The decrease in total expenses was partially offset by an
increase in general and administrative expenses predominantly due to (i)
expenses incurred or accrued for in the 2008 Period related to professional fees
and (ii) State partnership taxes.





Minority
Interest





Minority
interest expense for the 2008 Period decreased $13,393, or 100%, as compared to
the 2007 Period.  The decrease was due to the sale of the Aircraft on
March 30, 2007.





Net
Income





As a
result of the foregoing factors, net income for the 2008 Period and
the 2007 Period was $27,456,201 and $2,866,487, respectively.  The net
income per weighted average number of limited partnership units outstanding
for the 2008 Period and the 2007 Period was $36.98 and $3.86,
respectively.








13
 Table of Contents





Financial Condition





This section discusses the major
balance sheet variances at September 30, 2008 compared to December 31,
2007.





Total
Assets





Total
assets decreased by $3,492,946 from $5,674,715 at December 31, 2007 to
$2,181,769 at September 30, 2008. The decrease was primarily due to the
distributions paid to our partners, which exceeded our cash inflows for the 2008
Period, as well as the increase in our general and administrative expenses. In
addition, our $1,997,000 investment in Gulf Coast was returned to us as part of
the distribution we received in connection with the sale of Cecil Provine during
July 2008.




Current
Assets




Current
assets decreased by $1,220,534 from $2,160,402 at December 31, 2007 to $939,868
at September 30, 2008.  The decrease was primarily due to the
$1,072,000 collection of rental payments for the Playcore lease. In addition,
the distributions paid to our partners exceeded our cash inflows for the 2008
Period.





Total
Liabilities





Total
liabilities increased by $40,110 from $163,804 at December 31, 2007 to
$203,914 at September 30, 2008.  The increase was primarily due to
professional fees accrued during the 2008 Period.





Total
Partners’ Equity





Total
partners’ equity decreased by $3,533,056 from $5,510,911 at December 31,
2007 to $1,977,855 at September 30, 2008.  During our liquidation
period, we are distributing substantially all distributable cash from operations
and equipment sales to our partners, which amounted to $30,985,080 for the 2008
Period. This was offset by $27,456,201 of net income for the 2008
Period.





Liquidity
and Capital Resources





Sources
and Uses of Cash





At
September 30, 2008 and December 31, 2007, we had cash and cash equivalents of
$350,401 and $604,745, 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 $27,558,792 from $903,012 in
the 2007 Period to $28,461,804 in the 2008 Period.  The increase was
primarily due to the distributions we received from Gulf Coast of $27,689,220,
which represents the net distribution after receiving a return of our $1,997,000
investment during the 2008 Period.




14
 Table of Contents







Investing
Activities





Sources
of Cash





Sources
of cash from investing activities decreased $7,524,242 from $9,797,351 in the
2007 Period to $2,273,109 in the 2008 Period. The decrease was primarily due to
the sale of the Aircraft and a tug boat and barge of approximately
$9,465,000 during the 2007 Period, which was offset by the portion of the
distribution we received from Gulf Coast of $1,997,000 as a return of our
investment during the 2008 Period.





Uses
of Cash





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





Financing
Activities





Sources
of Cash





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





Uses
of Cash





Uses of
cash in financing activities increased $20,523,125 from $10,466,132 in the 2007
Period to $30,989,257 in the 2008 Period. The increase was primarily due to an
additional $20,944,948 of distributions paid to our partners in the 2008
Period.





Distributions





We paid
monthly distributions to each of our partners beginning with 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 our amended and restated
agreement of limited partnership (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 in the 2008 Period of $30,675,228 and $309,852,
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
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.





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 September 30, 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 threatened, to our knowledge, 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 2008
Period.  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.  The following table
details our limited partnership redemptions:





Total
      Number of
            
            
            Price
      Paid PerLimited
      Partnership
            
            
            Limited
      PartnershipUnits Redeemed
            
            
            UnitsJanuary
      1, 2008 through January 31, 2008
            
            
            -
            
            
            $
            -February
      1, 2008 through February 29, 2008
            
            
            -
            
            
            $
            -March
      1, 2008 through March 31, 2008
            
            
            140
            
            
            $
            29.83April
      1, 2008 through April 30, 2008
            
            
            -
            
            
            $
            -May
      1, 2008 through May 31, 2008
            
            
            -
            
            
            $
            -June
      1, 2008 through June 30, 2008
            
            
            -
            
            
            $
            -July
      1, 2008 through July 31, 2008
            
            
            -
            
            
            $
            -August
      1, 2008 through August 31, 2008
            
            
            -
            
            
            $
            -September
      1, 2008 through September 30, 2008
            
            
            -
            
            
            $
            -





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 2008
Quarter.





Item 5. Other Information





Not
applicable.





17
 Table of Contents








Item 6. Exhibits





3.1
            Certificate
      of Limited Partnership of Registrant (Incorporated by reference to Exhibit
      4.3 to Registrant’s Registration Statement on Form S-1 dated May 29, 1998
      (File No. 333-54011)).4.1
            Amended
      and Restated Agreement of Limited Partnership of Registrant, dated
      February 9, 2000 (Incorporated by reference to Exhibit A to Registrant’s
      Registration Statement on Form S-1 dated May 19, 2000 (File No.
      333-54011)).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.





18
 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.


General
Partner of the Registrant





November 12,
2008





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





November 12,
2008





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





November 12,
2008





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




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