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, 2004
                              --------------------------------------------------

     [x ] 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                             (IRS Employer
incorporation or organization)                          Identification Number)


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


                                 (212) 418-4700
--------------------------------------------------------------------------------
               Registrant'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 an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). [ ] Yes [x] No

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                           Consolidated Balance Sheets

                                                (Unaudited)
                                                September 30,     December 31,
                                                    2004              2003
                                                    ----              ----

         Assets

Cash and cash equivalents                     $      323,234    $        52,101
                                              --------------    ---------------

Investments in finance leases:
   Minimum rents receivable                        5,505,646         10,827,643
   Estimated unguaranteed residual values         16,589,619         17,760,019
   Initial direct costs, net                         141,399            248,472
   Unearned income                               (1,931,214)         (3,697,612)
   Allowance for doubtful accounts                 (228,721)           (228,721)
                                              --------------    ---------------

                                                  20,076,729         24,909,801
                                              --------------    ---------------

Investments in operating leases:
   Equipment, at cost                             40,289,910         19,692,476
   Accumulated depreciation                       (5,686,350)        (2,202,024)
                                              --------------    ----------------

                                                  34,603,560         17,490,452
                                              --------------    ---------------

Equipment held for lease or sale, net              2,056,333          2,505,332
Investments in unguaranteed residual values        1,997,000          1,997,000
Investments in joint ventures                         21,794            693,023
Due from affiliates, net                             134,827            295,386
Other assets, net                                    729,223            130,257
                                              --------------    ---------------

Total assets                                  $   59,942,700    $    48,073,352
                                              ==============    ===============









                                                        (continued on next page)
<PAGE>

                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                     Consolidated Balance Sheets - Continued


<TABLE>
<CAPTION>

                                                           (Unaudited)
                                                           September 30,    December 31,
                                                              2004              2003
                                                              ----              ----
         Liabilities and Partners' Equity

<S>                                                        <C>             <C>
Notes payable - non-recourse                               $ 33,424,708    $ 19,174,180
Note payable - recourse                                       2,925,000       4,184,547
Security deposits and other liabilities                         286,560         731,628
Due to affiliates, net                                          172,295         236,822
Minority interest                                               415,607         141,232
Deferred rental income                                        2,311,307             -
                                                           ------------    -------------

   Total liabilities                                         39,535,477      24,468,409
                                                           ------------    ------------

Commitments and Contingencies

Partners' equity (deficiency):
   General Partner                                            (445,563)        (414,398)
   Limited Partners (739,601.241 and 742,308.870 units
     outstanding, $100 per unit original issue price)        20,852,786      24,019,341
                                                           ------------    ------------

   Total partners' equity                                    20,407,223      23,604,943
                                                           ------------    ------------

Total liabilities and partners' equity                     $ 59,942,700    $ 48,073,352
                                                           ============    ============

</TABLE>






See accompanying notes to consolidated financial statements.
<PAGE>

                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                             For the Three Months           For the Nine Months
                                                             Ended September 30,            Ended September 30,
                                                          2004              2003             2004            2003
                                                          ----              ----             ----            ----

<S>                                                    <C>             <C>            <C>            <C>
Revenues
  Rental income                                        $   1,887,936   $     733,842  $   2,607,936  $   3,882,768
  Finance income                                             552,417         757,465      1,766,397      2,217,915
  Net gain (loss) on sales of equipment                       -              284,205         (3,421)       675,825
  Gain from sale of investment in unguaranteed
    residual values                                           36,923         340,410        119,247        566,568
  Income (loss) from investment in joint ventures            182,211         (32,987)       137,546        (36,051)
  Interest income and other                                   10,385               7         23,204             17
                                                       -------------   -------------  -------------  -------------

   Total revenues                                          2,669,872       2,082,942      4,650,909      7,307,042
                                                       -------------   -------------  -------------  -------------

Expenses
   Loss on lease termination                                  -              279,139          -          7,365,477
   Interest                                                  446,509         683,951      1,264,824      2,922,924
   Depreciation                                            1,605,528         625,861      2,357,859      2,986,887
   Management fees - General Partner                         196,769         128,534        512,361        708,607
   Administrative expense reimbursements -
     General Partner                                          80,951          51,354        210,927        280,383
   Amortization of initial direct costs                       26,178          48,327        120,750        149,940
   General and administrative                                 81,099         212,174        270,593        599,765
   Minority interest                                           5,356           3,746         12,802         10,797
                                                       -------------   -------------- -------------  -------------


   Total expenses                                          2,442,390       2,033,086      4,750,116     15,024,780
                                                       -------------   -------------  -------------- -------------


Net income (loss)                                      $     227,482   $      49,856  $     (99,207) $  (7,717,738)
                                                       =============   =============  =============  =============

Net income (loss) allocable to:
   Limited Partners                                    $     225,207   $      49,357  $     (98,215) $  (7,640,561)
   General Partner                                             2,275             499           (992)       (77,177)
                                                       -------------   -------------  -------------  -------------

                                                       $     227,482   $      49,856  $     (99,207) $  (7,717,738)
                                                       =============   =============  =============  =============

Weighted average number of limited
   partnership units outstanding                             739,664          742,689        740,438        742,797
                                                       =============   ============== ============== ==============

Net income (loss) per weighted average
   limited partnership unit                            $        0.30   $         0.07 $       (0.13) $      (10.28)
                                                       =============   ============== ============== ==============

</TABLE>











See accompanying notes to consolidated financial statements.

<PAGE>

                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

         Condensed Consolidated Statement of Changes in Partners' Equity

                  For the Nine Months Ended September 30, 2004
                                   (Unaudited)


<TABLE>
<CAPTION>

                                   Limited Partner Distributions
                                      Return of      Investment       Limited        General
                                       Capital         Income         Partners         Partner          Total
                                       -------         ------         --------         -------          -----
                                     (Per weighted average unit)

<S>                                 <C>            <C>            <C>               <C>            <C>
Balance at
   January 1, 2004                                                $     24,019,341  $   (414,398)  $  23,604,943

Cash distributions to partners      $        3.97  $      -             (2,937,456)       (30,173)     (2,967,629)

Limited partnership units
  redeemed (2,707.629 units)                                             (130,884)         -            (130,884)

Net loss                                                                  (98,215)          (992)        (99,207)
                                                                  ----------------  ------------   -------------

Balance at
   September 30, 2004                                             $     20,852,786  $   (445,563)  $  20,407,223
                                                                  ----------------  ------------   -------------

</TABLE>






See accompanying notes to consolidated financial statements.

<PAGE>

                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Cash Flows

                     For the Nine Months Ended September 30,
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                   2004                2003
                                                                                   ----                ----

<S>                                                                          <C>                 <C>
Cash flows from operating activities:
   Net loss                                                                  $       (99,207)    $    (7,717,738)
                                                                             ---------------     ---------------
   Adjustments to reconcile net loss to
     net cash used in operating activities:
       Rental income paid directly to lenders by lessee                           (2,607,936)         (3,712,768)
       Finance income paid directly to lenders by lessees                         (1,491,852)         (1,883,725)
       Depreciation                                                                2,357,859           2,986,887
       Interest expense on non-recourse financing paid
         directly by lessees                                                       1,163,125           2,462,868
       Amortization of initial direct costs                                          120,750             149,940
       Minority interest                                                              12,802              10,797
       Loss on lease termination                                                      -                7,365,477
       (Income) loss from investments in joint venture                              (137,546)             36,051
       Net (gain) loss on sales of equipment                                           3,421            (675,825)
       Gain from sale of investment in unguaranteed residual values                 (119,247)           (566,568)
     Changes in operating assets and liabilities:
        Collection of principal - non-financed receivables                           223,964             251,145
        Due from affiliates                                                          375,506            (303,758)
        Other assets, net                                                           (365,992)            664,972
        Security deposits and other liabilities                                     (124,968)         (1,220,725)
        Due to affiliates, net                                                      (217,401)             (5,565)
                                                                             ---------------     ---------------

         Total adjustments                                                          (807,515)          5,559,203
                                                                             ---------------     ---------------

   Net cash used in operating activities                                            (906,722)         (2,158,535)
                                                                             ----------------    ---------------

Cash flows from investing activities:
   Proceeds from sales of equipment                                                1,217,081           1,661,898
   Proceeds from sales of investment in unguaranteed residual values                 119,247           1,667,651
   Distribution received from joint ventures                                         647,411             323,151
   Investment in joint ventures                                                   (3,167,803)            -
   Investment in options                                                            (419,672)            -
                                                                             ----------------    ---------------

Net cash (used in) provided by investing activities                               (1,603,736)          3,652,700
                                                                             ----------------    ---------------

</TABLE>











                                                        (continued on next page)

<PAGE>

                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                Consolidated Statements of Cash Flows - Continued

                     For the Nine Months Ended September 30,
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                             2004                2003
                                                             ----                ----

<S>                                                         <C>                 <C>
Cash flows from financing activities:
   Proceeds from note payable - non-recourse                11,193,368          3,684,718
   Proceeds from note payable - recourse                     4,315,000          2,025,000
   Repayments of notes payable - non-recourse               (3,878,717)          (353,039)
   Repayments of note payable - recourse                    (5,574,547)        (2,246,324)
   Cash distributions to partners                           (2,967,629)        (5,090,888)
   Loans and advances affiliates                              (175,000)            -
   Redemption of limited partnership units                    (130,884)           (25,912)
                                                       ---------------    ---------------

Net cash provided by (used in) financing activities          2,781,591         (2,006,445)
                                                       ---------------    ---------------

Net increase (decrease) in cash and cash equivalents           271,133           (512,280)

Cash and cash equivalents at beginning of period                52,101            819,928
                                                       ---------------    --------------

Cash and cash equivalents at end of period             $       323,234    $       307,648
                                                       ===============    ===============

</TABLE>










                                                        (continued on next page)
<PAGE>

                         ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

               Consolidated Statements of Cash Flows - Continued
                                  (Unaudited)


Supplemental Disclosure of Cash Flow Information
------------------------------------------------

     For the nine months ended September 30, 2004 and 2003,  non-cash activities
included the following:

<TABLE>
<CAPTION>

                                                                2004                2003
                                                                ----                ----

<S>                                                       <C>                 <C>
Principal and interest from finance leases
   paid directly to lenders by lessees                    $     5,215,374     $     7,108,862

Rental income from operating leases
   paid directly to lenders by lessees                          2,607,936           3,712,768

Deferred rental income from operating leases
   paid directly to lenders by lessees                         (2,311,307)           -

Principal and interest on non-recourse financing paid
   directly to lenders by lessees                              (5,512,003)       (10,821,630)
                                                          ---------------     --------------

                                                          $       -           $      -
                                                          ===============     ==============


Non-cash portion of equipment purchased                   $    12,678,517     $      -

Non-recourse notes assumed with purchase of equipment     $   (12,678,517)    $      -
                                                          ---------------     --------------

                                                          $       -           $      -
                                                          ===============     ==============

Notes payable - non-recourse relinquished with sale
   of equipment                                           $       -           $    23,244,966
                                                          ===============     ===============


Interest paid directly to lenders by lessees pursuant
  to non-recourse financing                               $     1,163,125     $     2,462,868

Other interest paid                                               101,699             460,056
                                                          ---------------     ---------------

Total interest expense                                    $     1,264,824     $     2,922,924
                                                          ===============     ===============

</TABLE>





See accompanying notes to consolidated financial statements.

<PAGE>

                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

1.   Basis of Presentation and Consolidation

     The  accompanying  consolidated  financial  statements  of ICON Income Fund
Eight  A  L.P.  (the  "Partnership")  have  been  prepared  in  accordance  with
accounting  principles  generally  accepted in the United  States of America for
interim  financial  information and pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC") for Form 10-Q. Accordingly,  they
do not include  all of the  information  and  footnotes  required by  accounting
principles  generally  accepted  in the United  States of America  for  complete
financial statements. In the opinion of management,  all adjustments (consisting
only of normal recurring accruals)  considered necessary for a fair presentation
have been included.  These consolidated  financial  statements should be read in
conjunction  with the consolidated  financial  statements and notes included the
Partnership's  2003  Annual  Report on Form 10-K.  The  results  for the interim
period are not necessarily indicative of the results for the full year.

     The accompanying  consolidated financial statements include the accounts of
the Partnership  and its ownership  interests in  ICON/Boardman  Facility LLC at
September 30, 2004 and for the nine months ended September 30, 2004 and 2003 and
ICON  Aircraft  46837,  LLC at September 30, 2004 and for the three months ended
September 30, 2004. All material  intercompany  balances and  transactions  have
been eliminated in consolidation.

2.   Organization

     The  Partnership  was  formed  under the laws of the state of  Delaware  on
February 7, 2000 for the purpose of  acquiring  equipment to engage in equipment
leasing and sales activities.  The Partnership will make additional  investments
in equipment from the cash generated from the Partnership's  initial investments
to the extent that cash is not needed for  Partnership  expenses,  reserves  and
distributions  to investors.  The  investment  in  additional  equipment in this
manner is called  "reinvestment." We are currently operating in our reinvestment
period.

     After the reinvestment period, the Partnership will then sell its assets in
the  ordinary  course of  business  during a time frame  called the  disposition
period.  If the Partnership  believes it would benefit investors to reinvest the
Partnership's  cash  flow  in  equipment  during  the  disposition  period,  the
Partnership  may do so, but ICON Capital Corp.  will not receive any  additional
fees in connection with any such reinvestments.

     The General  Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut  Corporation.  The General Partner manages and controls
the  business  affairs of the  Partnership's  equipment,  leases  and  financing
transactions under the Partnership Agreement.

3.   Joint Ventures

     The Partnership and its affiliates, entities in which ICON Capital Corp. is
also the  General  Partner,  formed  five  joint  ventures  for the  purpose  of
acquiring and managing  various assets.  The Partnership and its affiliates have
substantially  identical investment objectives and participate on the same terms
and  conditions.  The  Partnership  has a right of first refusal to purchase the
equipment,  on a pro-rata basis,  if any of the affiliates  desire to sell their
interest in the equipment or joint venture.

     The  two  joint  ventures  described  below  are  majority  owned  and  are
consolidated with the Partnership.

<PAGE>

                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

3.   Joint Ventures (continued)

     ICON Aircraft 46837, LLC
     ------------------------

     On March 31, 2004 the  Partnership  and ICON  Income  Fund Ten,  LLC ("Fund
Ten"), an affiliate,  formed a joint venture,  ICON Aircraft  46837,  LLC ("ICON
Aircraft  46837"),  for  the  purpose  of  acquiring  a 1979  McDonnell  Douglas
DC-10-30F  aircraft on lease to Federal  Express  Corporation  ("FedEx")  with a
remaining lease term of 33 months.  The  Partnership  acquired a 28.6% ownership
interest in this joint venture for a total of  $6,145,961,  of which  $1,100,000
was in cash and $4,965,216 was non-recourse  debt. The non-recourse debt accrues
interest at 4.0% per annum and matures in March 2007.  The lender has a security
interest in the  aircraft and an  assignment  of the rental  payments  under the
lease with FedEx.  Legal fees of $36,050 were also paid and  capitalized as part
of the cost of the aircraft.  Subsequent to closing,  an additional  $202,571 in
bank fees and legal  expenses were paid and  capitalized  as part of the cost of
the aircraft.

     The  Partnership  had an option to acquire an  additional  61.4%  ownership
interest  from Fund Ten.  The cost of the option was  $419,672,  which  included
$10,000  paid to  Fund  Ten  and  $409,672  paid  to the  General  Partner  as a
acquisition  fee.  During the third  quarter 2004 this option was  exercised and
Fund Ten sold 61.4% of its  ownership  interest  to the  Partnership  giving the
Partnership a 90% ownership  interest in ICON Aircraft 46837.  Fund Ten received
$2,130,604 and another  $166,274 is due to Fund Ten, which is included in due to
affiliates in the accompanying  consolidated balance sheets. The Partnership now
consolidates  ICON  Aircraft  46837's  balance  sheet and  income  statement  at
September 30, 2004 for the quarter ended  September  30, 2004.  The  outstanding
balance of the  non-recourse  debt secured by this aircraft was  $12,676,691  at
September 30, 2004.

     ICON/Boardman Facility LLC
     --------------------------

     The  Partnership  and two  affiliates,  ICON Cash Flow Partners L.P.  Seven
("L.P.  Seven")  and ICON  Cash Flow  Partners  L.P.  Six  ("L.P.  Six")  formed
ICON/Boardman  Facility  LLC ("ICON  BF") for the  purpose of  acquiring  a coal
handling  facility on lease with Portland  General Electric  ("PGE"),  a utility
company. Prior to September 24, 2004 the Partnership,  L.P. Seven and Fund Eight
A owned 98.995%,  .5025%,  and .5025%  interests,  respectively,  in ICON BF. In
connection with the terms of the Contribution Agreement, as discussed in Note 4,
effective  September 24, 2004 L.P. Seven assigned its entire .5025%  interest in
ICON BF to the  Partnership in exchange for $65,325.  This amount was determined
to be the fair value of L.P. Seven's interest in ICON BF based upon the expected
proceeds  from the sale of the coal  handling  facility.  When the coal handling
facility is ultimately  sold, and the actual gain on the sale  determined,  L.P.
Seven  may be  required  to repay a  portion  of the cash  received  or  receive
additional cash so the actual gain realized by the Partnership is representative
of its previous ownership interest of .5025%

     ICON BF is currently in negotiations  with PGE for the purchase of the coal
handling  facility  from ICON BF. The sale is  expected to be  completed  during
November 2004 with PGE acquiring ownership of the coal handling facility.

     The three  joint  ventures  described  below  are 50% or less  owned by the
Partnership  and  are  accounted  for  under  the  equity  method,  whereby  the
Partnership's  original  investment  was recorded at cost and is adjusted by its
share of earnings, losses and distributions from the joint ventures.

<PAGE>

                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

3.   Joint Ventures (continued)

     ICON/AIC Trust
     --------------

     The Partnership and two affiliates, L.P. Seven and L.P. Six formed ICON/AIC
Trust ("AIC Trust") for the purpose of owning and managing a portfolio of leases
in England. The Partnership, L.P. Seven and L.P. Six owned a 43.73%, 30.76%, and
25.51%interest, respectively, in AIC Trust, respectively.

     On December 28, 2001, AIC Trust sold its remaining  leases,  subject to the
related debt, in exchange for a note receivable of (Pound)2,575,000  ($3,744,822
converted  at the  exchange  rate at December 31, 2001) which was payable in six
installments  through June 2004. In July 2004, the final installment on the note
was collected, and distributed.  On September 30, 2004, AIC Trust was dissolved.
The  Partnership  recognized  a gain of  $177,832  from the  dissolution  of its
investment  in AIC Trust which is included in income  (loss) from  investment in
joint ventures in the accompanying consolidated statements of operations.

     Information as to the unaudited  results of operations of AIC Trust for the
nine months ended September 30, 2004 and 2003 and is summarized below:

                                         Nine Months Ended    Nine Months Ended
                                         September 30, 2004   September 30, 2003
                                         ------------------   -----------------

Net income                               $          7,700    $         32,151
                                         ================    ================
Partnership's share of net income        $        181,199    $         14,060
                                         ================    ================
Distributions                            $      1,378,141    $      1,396,948
                                         ================    =================
Partnership's share of distributions     $        602,661    $        610,885
                                         ================    ================

     ICON Aircraft 24846 LLC
     -----------------------

     The Partnership and two affiliates, L.P. Seven and ICON Income Fund Eight B
L.P. ("Fund Eight B"),  formed ICON Aircraft 24846 LLC ("ICON  Aircraft  24846")
for the purpose of acquiring an  investment  in a Boeing  767-300ER  aircraft on
lease to Scandinavian  Airline  Systems.  The  Partnership,  L.P. Seven and Fund
Eight B had ownership interests of 2.0%, 2.0% and 96.0%, respectively.

     The aircraft was sold on July 29, 2004 and ICON Aircraft  24846  realized a
loss on the sale of approximately  $601,800.  The General Partner had determined
that it was in the best  interest  of ICON  24846  and its  members  to sell the
Boeing 767-300ER  aircraft to BTM Capital Corp., the lender, for an amount equal
to the outstanding debt balance. The decision to sell the aircraft was based, in
part, on the following factors: (i) the aircraft's current fair market value was
estimated  to be between  $24,000,000  and  $27,000,000  and the  balance of the
outstanding debt was $34,500,000; (ii) any new lease for the aircraft would have
required the  Partnership  to contribute  an  additional  $850,000 in equity (at
minimum) in order to reconfigure  the aircraft  and/or upgrade the engines;  and
(iii) if the Partnership  were to continue to remarket the aircraft,  the lender
would have required  interest only payments of approximately  $100,000 per month
until the aircraft was re-leased.

<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

3.   Joint Ventures (continued)

     Information as to the unaudited results of operation of ICON Aircraft 24846
for the nine months ended September 30, 2004 and 2003 is summarized below:

                                         Nine Months Ended    Nine Months Ended
                                        September 30, 2004    September 30, 2003
                                        ------------------    ------------------

Net loss                                $       (1,913,779)   $      (2,499,071)
                                        ==================    =================
Partnership's share of   net loss       $          (38,276)   $         (49,981)
                                        ==================    =================

     ICON Cheyenne LLC
     -----------------

     The Partnership and three affiliates,  L.P. Six, L.P. Seven, and Fund Eight
B formed ICON  Cheyenne LLC ("ICON  Cheyenne")  for the purpose of acquiring and
managing a portfolio of leases. The Partnership,  L.P. Six, L.P. Seven, and Fund
Eight B had  original  ownership  interests  of 1.0%,  1.0%,  10.31% and 87.69%,
respectively.  In  connection  with the terms of the  Contribution  Agreement as
discussed in Note 4, effective  September 30, 2004,  L.P. Seven assigned a 9.04%
interest in ICON Cheyenne (while retaining a 1.27% interest) to Fund Eight B for
$204,384. This amount was determined to represent fair value, which was equal to
L.P.  Seven's net book value in ICON  Cheyenne at September  30, 2004.  The fair
value was determined  using discounted cash flow projections for ICON Cheyenne's
portfolio.

     Information  as to the unaudited  results of operation of ICON Cheyenne for
the nine months ended September 30, 2004 and 2003 is summarized below:

                                         Nine Months Ended     Nine Months Ended
                                         September 30, 2004   September 30, 2003
                                         ------------------   ------------------

Net loss                                   $      (582,147)    $       (12,994)
                                           ===============     ================
Partnership's share of net loss            $        (5,821)    $          (130)
                                           ================    ===============
Distributions                              $     4,470,000     $       741,759
                                           ================    ===============
Partnership's share of distributions       $        44,700     $         7,418
                                           ================    ===============

4.   Related Party Transactions

     As part of the  Comerica  Bank  Loan  and  Security  Agreement,  there is a
Contribution  Agreement between the Partnership,  L.P. Seven, Fund Eight B, Fund
Nine and Fund Ten (each a "Borrower" and collectively,  "the Borrowers").  Under
the Contribution Agreement each Borrower is jointly and severally liable for all
amounts  outstanding  to Comerica  Bank.  The  Contribution  Agreement  allows a
Borrower to repay another  Borrowers  obligation to Comerica Bank so long as the
repaid amounts are promptly reimbursed to the paying Borrower.  At September 30,
2004,  the  Partnership,  paid to  Comerica  Bank,  $175,000,  on  behalf of the
obligations  of L.P.  Seven.  Additional,  L.P.  Seven has  amounts due from the
Partnership of $155,522.  The Partnership's accruing interest income at 8.0% per
annum on all unpaid  advances.  L.P.  Seven  anticipates  repayment  either from
rental  income,  proceeds  from  equipment  sales or the  sale of joint  venture
interests or a combination of the three.

<PAGE>

                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

4.   Related Party Transactions - continued

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its affiliates for the nine months ended September 30, 2004 and 2003,
respectively, were as follows:

                              2004           2003
                              ----           -----

Management fees             $ 512,361     $  708,607    Charged to Operations
Administrative expense
  reimbursements              210,927        280,383    Charged to Operations
                            ---------     ----------

Total                       $ 723,288     $  988,990
                            =========     ==========


     For the nine months ended  September 30, 2004,  the  Partnership  had a net
receivable of $134,827 due from L.P.  Seven  principally  as a result of amounts
paid in connection with the Contribution  Agreement.  The Partnership also had a
net payable of $172,295 due to  affiliates  principally  Fund Ten in  connection
with the Partnership's exercise of its option to acquire ICON Aircraft 46837

<PAGE>

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

     Forward-Looking  Information - The following discussion and analysis should
be read in conjunction with the audited  consolidated  financial  statements and
notes  included  in our annual  report on Form 10-K  dated  December  31,  2003.
Certain   statements   within  this  document  may  constitute   forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are identified by words such as "anticipate,"  "believe,"
"estimate," "expects," "intend," "predict" or "project" and similar expressions.
We believe that the expectations  reflected in such  forward-looking  statements
are based on reasonable  assumptions.  Any such  forward-looking  statements are
subject to risks and  uncertainties  and our future results of operations  could
differ materially from historical results or current expectations. Some of these
risks  are  discussed  in  this  report,   and  include,   without   limitation,
fluctuations  in oil and gas  prices;  changes in capital  spending  by lessees;
changing customer demands for aircraft;  acts of terrorism;  unsettled political
conditions,  war, civil unrest and  governmental  actions,  especially in higher
risk countries of operations;  foreign currency fluctuations;  and environmental
and  labor  laws.  Our  actual  results  could  differ   materially  from  those
anticipated by such forward-looking  statements due to a number of factors, some
of which may be beyond our control, including, without limitation:

o    changes in our industry, interest rates or the general economy;

o    the degree and nature of our competition;

o    availability of qualified personnel;

o    the financial condition of lessees;

o    cash flows from operating  activities may be less than our current level of
     expenses and debt obligations;

o    the financial condition of lessees; and

o    lessee defaults.

a.   Overview

     We are an equipment  leasing  business formed on February 7, 2000 and began
active  operations on June 14, 2000. We are primarily engaged in the business of
acquiring  equipment  subject to leases.  After the net offering  proceeds  were
invested,  additional  investments will be made with the cash generated from our
initial  investments  to the extent  that cash is not  needed for our  expenses,
reserves and distributions to investors.  The investment in additional equipment
in this  manner is called  "reinvestment."  We are  currently  operating  in our
"reinvestment  period".  After the "reinvestment  period", we will then sell our
assets in the  ordinary  course  of  business  during a time  frame  called  the
"disposition  period".  If we believe it would benefit investors to reinvest our
cash flow in equipment during the disposition  period, we may do so, but we will
not receive any additional fees in connection with any such reinvestments.

     Our current  equipment  portfolio,  which is held directly by us or through
joint venture investments with affiliates, consists substantially of:

o    One (1) tugboat ("M/V MICHIGAN") bearing official number 650770 and one (1)
     oil  barge  ("GREAT  LAKES")  bearing  official  number  650771 on lease to
     Keystone Great Lakes,  whose  obligations  are ultimately  guaranteed by BP
     Amoco  Plc.  The  purchase  price  was  $12,922,568,   of  which  our  cash
     contribution was $5,628,144. The lease is scheduled to expire on January 1,
     2008.

o    A 99.4975%  interest in equipment used in a coal handling facility on lease
     to Portland General Electric  ("PGE").  The purchase price of the equipment
     was $27,421,810,  of which the equity  contribution  was  $15,193,097,  and
     assumed non-recourse debt was $12,228,713.  The lease has been extended and
     is currently  scheduled  to expire on January 23,  2010,  at which time the
     lessee has the option to renew for another 15 years.  We are  currently  in
     negotiations  with PGE for the purchase of the coal handling  facility from
     us. The sale is  expected to be  completed  during  November  2004 with PGE
     acquiring ownership of the coal handling facility.

o    A 90% interest in a 1979 McDonnell Douglas  DC-10-30F  aircraft on lease to
     Federal Express  Corporation with an expiration of March 2007. The purchase
     price  of  the  aircraft  was   $3,566,226  in  cash  and   $17,672,027  in
     non-recourse debt.

<PAGE>

o    Tekion Modular Furniture on lease to E*Trade Group, Inc. The purchase price
     consisted of an equity  contribution  of $117,001 in cash and assumption of
     $1,147,125 in non-recourse debt. The base term of the lease is scheduled to
     expire on May 31, 2005.

o    Boeing  737-200  aircraft on lease to America West  Corporation.  The total
     aggregate  purchase price was  $6,569,234  consisting of $1,534,547 in cash
     and the assumption of  non-recourse  debt in the amount of $5,034,687.  The
     lease is scheduled to expire on December 31, 2005.

o    Boeing model  737-200  aircraft on lease to America West  Corporation.  The
     total  aggregate  purchase  price  was  $6,650,000  consisting  of  a  cash
     contribution of $1,615,313 and the assumption of  non-recourse  debt in the
     amount of $5,034,687. The lease is scheduled to expire on January 14, 2006.

o    Various  furniture,  computers  and  telephone  systems  on  lease to Regus
     Business  Centre Corp.  The aggregate  purchase  price of the equipment was
     $4,861,629.  The  original  term of the  lease  was for 48  months  and was
     scheduled to expire on November  10, 2003.  This lease was renewed with the
     renewal period extending the lease termination date to February 28, 2007.

o    Various  aircraft  rotables that were originally on lease to Sabena Belgian
     World Airways.  The aggregate  purchase price of the parts was  $2,978,345.
     The equipment is currently off lease and being remarketed. Various aircraft
     rotables  that were  originally  on lease to  Sabena  Oman.  The  aggregate
     purchase price of the parts was $1,961,000.  The equipment is currently off
     lease and being remarketed.

o    A 50 % portion of the  residual  value and the right to acquire the balance
     of an offshore drilling rig, the Cecil Provine. We purchased the option for
     $1,997,000  in cash.  The Cecil  Provine is on a bareboat  charter to Rowan
     Companies, Inc. through December 2008.

     Substantially all of our recurring  operating cash flows are generated from
the  operations of the  single-investor  leases in our  portfolio.  On a monthly
basis,  we deduct  the  expenses  related  to the  recurring  operations  of the
portfolio  from such revenues and assess the amount of the remaining  cash flows
that will be required to fund known  re-leasing  costs and equipment  management
costs.  Any  residual   operating  cash  flows  are  considered   available  for
distribution  to the  investors  and are paid monthly (up until the  disposition
period).


Industry Factors

     Our results continue to be impacted by a number of factors  influencing the
equipment leasing industry.

General Economic Conditions

     The U.S.  economy  appears to be  recovering,  and the  leasing  industry's
outlook for the  foreseeable  future is  encouraging.  We foresee an increase in
capital spending by corporations  through 2007 which should increase the pool of
available  secondary  market  leases,  and to that end, we believe there will be
more opportunities in this market.  Nonetheless, a key obstacle still facing the
leasing industry is the continued low interest rate  environment,  which reduces
leasing  volume  inasmuch as  customers  are more prone to purchase  than lease.
Other factors which may negatively  affect the leasing industry are the proposed
legal and  regulatory  changes  that may affect tax  benefits of leasing and the
continued misperception by potential lessees,  stemming from Enron, WorldCom and
others, that leasing should not play a central role as a financing  alternative.
However,  as economic growth  continues and interest rates  inevitably  begin to
rise  over  time,  we are  optimistic  that  more  lessees  will  return  to the
marketplace.

Further Deterioration of the Air Travel Industry.

     The  aircraft  leasing  industry is currently on the downside of a business
cycle and this has  resulted in  depressed  sales  prices for assets such as our
aircraft  interests.   It  does  not  appear  that  the  industry  will  recover
significantly  in the very near future,  although we are optimistic  that within
two to three years,  there will be a recovery.  However,  a further weakening of
the  industry  could  cause the  proceeds  realized  from the future sale of our
aircraft and its rotables to be even less than suggested by recent appraisals.

Inability to Remarket Assets.

     If current  equipment  lessees choose not to renew their leases or purchase
the  equipment  at the  expiration  of the lease,  we will need to remarket  the
equipment,  which could be difficult. There is no assurance that we will be able
to locate a willing  buyer or lessee,  or if one is  located,  that the buyer or
lessee will pay a price for the asset at least equal to the carrying value.

<PAGE>

     b. Results of Operations for the Three Months Ended  September 30, 2004 and
2003

     Revenues for the  quarterly  periods  ended  September  30, 2004 (the "2004
Quarter") and 2003 (the "2003 Quarter") are summarized as follows:

--------------------------------------------------------------------------------
                                   Quarters Ended, September 30, 2004 and 2003
-------------------------------------------------------------------------------
---------------------------------------- ---------- ------------ ---------------
                                        2004 Quarter 2003 Quarter     Change
---------------------------------------- ----------- ------------ --------------
---------------------------------------- ----------- ------------ --------------
Total Revenues                            $2,669,872 $ 2,082,942  $  586,930
---------------------------------------- ----------- ------------ --------------
---------------------------------------- ----------- ------------ --------------
Rental income                             $1,887,936 $   733,842  $1,154,094
---------------------------------------- ----------- ------------ --------------
---------------------------------------- ----------- ------------ --------------
Finance income                            $  552,417 $   757,465  $ (205,048)
---------------------------------------- ----------- ------------ --------------
---------------------------------------- ----------- ------------ --------------
Net gain (loss) on sales of equipment     $    -     $   284,205  $ (284,205)
---------------------------------------- ----------- ------------ --------------
---------------------------------------- ----------- ------------ --------------
Gain from investment in unguaranteed
residual values                           $   36,923 $   340,410  $ (303,487)
---------------------------------------- ----------- ------------ --------------
---------------------------------------- ----------- ------------ --------------
Income (loss) from investments in
joint ventures                            $  182,211 $   (32,987) $  215,198
---------------------------------------- ----------- ------------ --------------
---------------------------------------- ----------- ------------ --------------
Interest and other income                 $   10,385 $         7  $   10,378
---------------------------------------- ----------- ------------ --------------

     Revenues for the 2004 Quarter increased $586,930,  or 28.2%, as compared to
the 2003 Quarter.  This increase in revenue resulted  primarily from an increase
in rental  income which was due to the lease with Federal  Express  Corporation.
This lease began  during March 2004 so it effects the 2004 Quarter but there was
no  corresponding  lease in the  2003  Quarter.  Finance  income  and gain  from
investment in unguaranteed residual values both decreased due to maturing leases
and reduced booked  residual  values in the 2004 Quarter as compared to the 2003
Quarter.  We realized a gain on the sale of  equipment  during the 2003  Quarter
associated  with  our  investment  in  the  Summit   Portfolio.   There  was  no
corresponding sale during the 2004 Quarter. The increase from income (loss) from
investments  in joint  ventures was a result of the  dissolution of AIC Trust in
which  we  realized  additional  income  of  $177,832.   There  was  no  similar
transaction during the 2003 Quarter.

     Expenses for the quarterly  periods  ended  September 30, 2004 and 2003 are
summarized as follows:

--------------------------------------------------------------------------------
                                  Quarters Ended, September 30, 2004 and 2003
--------------------------------------------------------------------------------
---------------------------------------- ---------- ------------- -----------
                                       2004 Quarter 2003 Quarter   Change
---------------------------------------- ---------- ------------- -----------
---------------------------------------- ---------- ------------- -----------
Total Expenses                           $2,442,390 $ 2,033,086   $  409,304
---------------------------------------- ---------- ------------- -----------
---------------------------------------- ---------- ------------- -----------
Loss on lease termination                $    -     $   279,139   $ (279,139)
---------------------------------------- ---------- ------------- -----------
---------------------------------------- ---------- ------------- -----------
Interest                                 $  446,509 $   683,951   $ (237,442)
---------------------------------------- ---------- ------------- -----------
---------------------------------------- ---------- ------------- -----------
Depreciation                             $1,605,528 $   625,861   $  979,667
---------------------------------------- ---------- ------------- -----------
---------------------------------------- ---------- ------------- -----------
Management fees - General Partner        $  196,769 $   128,534   $   68,235
---------------------------------------- ---------- ------------- -----------
---------------------------------------- ---------- ------------- -----------
Administrative expense reimbursements -
General Partner                          $   80,951 $    51,354   $   29,597
---------------------------------------- ---------- ------------- -----------
---------------------------------------- ---------- ------------- -----------
Amortization of initial direct costs     $   26,178 $     48,327  $  (22,149)
---------------------------------------- ---------- ------------- -----------
---------------------------------------- ---------- ------------- -----------
General and administrative               $   81,099 $    212,174  $ (131,075)
---------------------------------------- ---------- ------------- -----------
---------------------------------------- ---------- ------------- -----------
Minority interest                        $    5,356 $      3,746  $    1,610
---------------------------------------- ---------- ------------- -----------

<PAGE>

     Expenses for the 2004 Quarter increased $409,304,  or 20.0%, as compared to
the 2003 Quarter.  During the 2003 Quarter we had a lease  termination  with Sky
Airlines  which  resulting  in loss for the 2003  Quarter.  There  were no lease
terminations  during the 2004 Quarter.  Interest expense decreased primarily due
to the  relinquishment of non-recourse debt associated with the Boeing Connexion
and the Sky Airlines lease termination.  Depreciation expense, management fees -
General Partner and administrative expenses reimbursements - General Partner all
increased  due  to  our  acquiring  an  aircraft  lease  with  Federal   Express
Corporation.  This lease began  during March 2004 so it effects the 2004 Quarter
but  there was no  corresponding  lease in the 2003  Quarter.  The  decrease  in
general and  administrative  expense is related to the reduction in the level of
our leasing activities and overall operations during the 2004 Quarter.

Net Income

     As a result of the foregoing  factors,  net income for the 2004 Quarter and
2003 Quarter was $227,482 and $49,856, respectively. The net income per weighted
average  limited  partnership  unit was $0.30 and $0.07 for the 2004 Quarter and
2003 Quarter, respectively.

     c. Results of Operations  for the Nine Months Ended  September 30, 2004 and
2003

     Revenues for the nine month  periods  ended  September  30, 2004 (the "2004
Period") and 2003 (the "2003 Period") are summarized as follows:


--------------------------------------------------------------------------------
                                   Quarters Ended, September 30, 2004 and 2003
--------------------------------------------------------------------------------
---------------------------------------- ------------- ----------  -------------
                                          2004 Period  2003 Period    Change
---------------------------------------- ------------- ----------  -----------
---------------------------------------- ------------- ----------  -----------
Total Revenues                           $ 4,650,909   $7,307,042  $(2,656,133)
---------------------------------------- ------------- ----------  -----------
---------------------------------------- ------------- ----------  -----------
Rental income                            $  2,607,936  $3,882,768  $(1,274,832)
---------------------------------------- ------------- ----------  -----------
---------------------------------------- ------------- ----------  -----------
Finance income                           $  1,766,397  $2,217,915  $  (451,518)
---------------------------------------- ------------- ----------  -----------
---------------------------------------- ------------- ----------  -----------
Net gain (loss) on sales of equipment    $     (3,421) $  675,825  $  (679,246)
---------------------------------------- ------------- ----------  -----------
---------------------------------------- ------------- ----------  -----------
Gain from investment in unguaranteed
residual values                          $    119,247  $  566,568  $  (447,321)
---------------------------------------- ------------- ----------  -----------
---------------------------------------- ------------- ----------  -----------
Income (loss) from investments in
joint ventures                           $    137,546  $  (36,051) $  173,597
---------------------------------------- ------------- ----------  -----------
---------------------------------------- ------------- ----------  -----------
Interest and other income                $     23,204  $       17  $   23,187
---------------------------------------- ------------- ----------  -----------

     Revenues for 2004 Period decreased $2,656,133, or 36.4%, as compared to the
2003 Period.  Rental income  decreased due to the termination of leases with Sky
Airlines  and Boeing  Connexion  in the third  quarter of 2003.  Finance  income
decreased  due to a reduction in the overall  size of our  portfolio of financed
leases from the 2003 Period to the 2004 Period.  During the 2004 Period the only
equipment  we sold  related  to our  interest  in  equipment  on lease to Rental
Services,  Inc.  During the 2003 Period we sold  equipment  pertaining to leases
with Petsmart,  Inc. and E-Trade,  Inc. and recognized  gains on these sales. We
experienced a loss from our  investment  in joint  ventures due primarily to our
investment in ICON Aircraft 24846,  and ICON Cheyenne.  The increase from income
(loss) from investments in joint ventures was a result of the dissolution of AIC
Trust in which we realized  additional income of $177,832.  There was no similar
transaction during the 2003 Period.

<PAGE>

   Expenses for the nine month  periods  ended  September  30, 2004 (the "2004
Period") and 2003 (the "2003 Period") are summarized as follows:

--------------------------------------------------------------------------------
                                     Quarters Ended, September 30, 2004 and 2003
------------------------------------------- ------------------------------------
------------------------------------------- ---------- ------------ ------------
                                         2004 Period  2003 Period     Change
----------------------------------------- ---------- ------------  ------------
----------------------------------------- ---------- ------------  ------------
Total Expenses                            $4,750,116 $ 15,024,780  $(10,274,664)
----------------------------------------- ---------- ------------  -------------
----------------------------------------- ---------- ------------  -------------
Loss on lease termination                 $     -    $  7,365,477  $ (7,365,477)
----------------------------------------- ---------- ------------  -------------
----------------------------------------- ---------- ------------  -------------
Interest                                  $1,264,824 $  2,922,924  $ (1,658,100)
----------------------------------------- ---------- ------------  -------------
----------------------------------------- ---------- ------------  -------------
Depreciation                              $2,357,859 $  2,986,887  $   (629,028)
----------------------------------------- ---------- ------------  -------------
----------------------------------------- ---------- ------------  -------------
Management fees - General Partner         $  512,361 $    708,607  $   (196,246)
----------------------------------------- ---------- ------------  -------------
----------------------------------------- ---------- ------------  -------------
Administrative expense reimbursements -
General Partner                           $  210,927 $    280,383  $    (69,456)
----------------------------------------- ---------- ------------  -------------
----------------------------------------- ---------- ------------  -------------
Amortization of initial direct costs      $  120,750 $    149,940  $    (29,190)
----------------------------------------- ---------- ------------  -------------
----------------------------------------- ---------- ------------  -------------
General and administrative                $  270,593 $    599,765  $   (329,172)
----------------------------------------- ---------- ------------  -------------
----------------------------------------- ---------- ------------  -------------
Minority interest                         $   12,802 $     10,797  $      2,005
----------------------------------------- ---------- ------------  -------------

     Expenses for the 2004 Period decreased  $10,274,664,  or 68.3%, as compared
to the 2003 Period. During the 2003 Period we had termination of leases with Sky
Airlines and Boeing Connexion which resulting in loss for the 2003 Period. There
were no lease terminations  during the 2004 Quarter.  Interest expense decreased
from  the  relinquishment  of  non-recourse  debt  associated  with  the  Boeing
Connexion  and Sky Airlines  lease  termination.  The  decrease in  depreciation
expense   resulted  from  the   terminations   mentioned   above.   General  and
administrative  expense,  management fees - General  Partner and  administrative
expense  reimbursements - General Partner  decreased due to the reduction in the
level of our leasing activities and overall operations during the 2004 Period as
compared to the 2003 Period.

Net Loss

     As a result of the foregoing factors, net loss for the 2004 Period and 2003
Period was  $99,207  and  $7,717,738,  respectively.  The net loss per  weighted
average  limited  partnership  unit was $0.13 and $10.28 for the 2004 Period and
2003 Period, respectively.

<PAGE>

d.   Liquidity and Capital Resources

Cash Requirements

     We  believe  we  have  sufficient   funds  necessary  to  maintain  current
operations  and to continue to invest in business  essential  assets  subject to
lease.

Sources of Cash

     Our primary  sources of  liquidity  in the 2004 Period were  proceeds  from
financing   activities.   We  received  net  proceeds  of  $7,314,461  from  the
refinancing of Portland General Electric ("PGE") non-recourse debt, and proceeds
of $4,315,000 from recourse borrowings.  In addition,  we received proceeds from
sales  of  equipment  of  $1,217,081,   proceeds  from  sale  of  investment  of
unguaranteed residual values of $119,247,  and distributions received from joint
ventures  of  $647,411.  These  amounts  were  offset by cash used in  operating
activities of $1,081,722,  distributions to partners aggregating $2,967,629, and
repayment of recourse  debt of  $5,574,547.  As a result of this  activity,  our
liquidity increased by $271,133.

Financings and Recourse Borrowings

     Certain affiliates of ours, specifically;  ICON Income Fund Nine, LLC; ICON
Income  Fund Eight A L.P.;  ICON  Income  Fund  Eight B L.P.  and ICON Cash Flow
Partners L.P. Seven  (collectively,  the "Initial Funds"), are parties to a Loan
and  Security  Agreement  dated  as of May  30,  2002,  as  amended  (the  "Loan
Agreement"). Under the terms of the Loan Agreement, the Initial Funds may borrow
money  from  Comerica  Bank with all  borrowings  to be  jointly  and  severally
collateralized  by (i) cash  and  (ii)  the  present  values  of  certain  rents
receivable  and  equipment  owned by the  Initial  Funds.  Such Loan  Agreement,
effective  August 5, 2004,  was amended to add ICON Income Fund Ten,  LLC ("Fund
Ten") as a borrower to the Loan Agreement.  The expiration of the Loan Agreement
is December 31, 2004.

     In connection with the Loan Agreement, the Initial Funds previously entered
into a  Contribution  Agreement  dated  as of May  30,  2002,  as  amended  (the
"Contribution  Agreement").  Pursuant to the Contribution Agreement, the Initial
Funds  agreed to  restrictions  on the amount and the terms of their  respective
borrowings  under the Loan Agreement in order to minimize the unlikely risk that
a Fund  would  not be able to repay its  allocable  portion  of the  outstanding
revolving  loan  obligation  at any  time,  including  restrictions  on any Fund
borrowing  in excess of the lesser of (A) an amount  each Fund could  reasonably
expect  to repay in one year out of its  projected  free cash  flow,  or (B) the
greater of (i) the Borrowing  Base (as defined in the line of credit  agreement)
as  applied  to such  Fund,  and (ii) 50% of the net  worth  of such  Fund.  The
Contribution  Agreement  provides that, in the event a Fund pays an amount under
the  agreement  in excess of its  allocable  share of the  obligation  under the
agreement whether by reason of an Event of Default or otherwise, the other Funds
will promptly make a  contribution  payment to such Fund in such amount that the
aggregate amount paid by each Fund reflects its allocable share of the aggregate
obligations  under the agreement.  The Initial Funds'  obligations to each other
under the Contribution Agreement are collateralized by a subordinate lien on the
assets of each participating Fund. In order to facilitate Fund Ten's addition to
the Contribution Agreement, the Funds entered into a Second Amended and Restated
Contribution  Agreement  effective as of August 5, 2004.  The Second Amended and
Restated  Contribution  Agreement  contain  substantially  identical  terms  and
limitations as did the original Contribution Agreement.

     At September 30, 2004, we, Fund Eight B and Fund Nine paid to Comerica Bank
on behalf of L.P. Seven, $175,000, $1,020,000 and $390,000,  respectively, under
the provisions of the Contribution Agreement. Additional, L.P. Seven had amounts
due from us and Fund Eight B of $155,522  and  204,384,  respectively,  relating
primarily to the assignment of L.P.  Seven's joint venture  interests as partial
settlement  against these advances.  L.P. Seven is accruing interest at 8.0% per
annum on all unpaid  advances.  L.P.  Seven  anticipates  repayment  either from
rental  income,  proceeds from equipment  sales or the sale of additional  joint
venture interests.

     Aggregate  borrowings  by all  funds  under  the line of  credit  agreement
amounted to $9,417,992 at September 30, 2004. We repaid our outstanding  balance
of recourse debt of $5,574,547 to Comerica Bank from proceeds  received from the
refinancing of the PGE non-recourse debt and currently do not have a balance due
to them.

Distributions

     We made cash  distributions  to limited  partners of $2,937,456  during the
nine  months  ended  September  30,  2004,  compared  to cash  distributions  of
$5,090,888 in 2003.

Uncertainties

     At September  30, 2004,  except as noted above in the Overview  section and
listed  below in the Risk  Factors  section,  and to the best of our  knowledge,
there were no known  trends or  demands,  commitments,  events or  uncertainties
which are likely to have a material  effect on  liquidity.  As cash is  realized
from operations or borrowings, we will continue to invest in transactions, while
retaining  sufficient  cash to  meet  our  reserve  requirements  and  recurring
obligations.
<PAGE>
e.   Inflation and Interest Rates

     The potential  effects of inflation on us are difficult to predict.  If the
general economy  experiences  significant rates of inflation,  however, it could
affect us in a number of ways. The cost of equipment acquisitions could increase
with  inflation and revenues from existing  leases would not generally  increase
with  inflation,  as we do not currently have or expect to have rent  escalation
clauses tied to inflation in our leases. Nevertheless,  the anticipated residual
values  to be  realized  upon the  sale or  re-lease  of  equipment  upon  lease
terminations (and thus the overall cash flow from our leases) may be expected to
increase with inflation as the cost of similar new and used equipment increases.

     If  interest  rates  increase  significantly,  the lease  rates that we can
obtain on future  leases may be expected to increase as the cost of capital is a
significant  factor in the pricing of lease financing.  Leases already in place,
for the most part, would not be affected by changes in interest rates.

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     We are exposed to certain market risks, including changes in interest rates
and the demand for equipment (and the related residuals) owned by us.

     We manage our interest  rate risk by obtaining  fixed rate debt.  The fixed
rate debt service  obligation  streams are generally matched by fixed rate lease
receivable streams generated by our lease investments.

     Additionally,  we borrow funds under a floating rate line of credit and are
therefore  exposed to interest  rate risk until the floating rate line of credit
is repaid.  Our aggregate  borrowings  under the floating rate line of credit at
September  30, 2004 were  $2,925,000  as compared to  $4,184,547 at December 31,
2003. We believe the risk  associated with rising interest rates under this line
is not significant.

     We  attempt  to manage our  exposure  to  equipment  and  residual  risk by
monitoring  the market and maximizing  re-marketing  proceeds  received  through
re-lease or sale of equipment.

<PAGE>

Item 4.    Controls and Procedures

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of management of ICON Capital Corp.,  the General  Partner of the
Partnership,  including the Chief Executive Officer and the Principal  Financial
and Accounting  Officer, of the effectiveness of the design and operation of our
disclosure  controls and  procedures as of the end of the period covered by this
report  pursuant  to  the  Securities  Exchange  Act of  1934.  Based  upon  the
evaluation,  the  Chief  Executive  Officer  and  the  Principal  Financial  and
Accounting  Officer  concluded that our disclosure  controls and procedures were
effective.

     There were no  significant  changes in our internal  control over financial
reporting during our third quarter that have materially affected,  or are likely
to materially affect, the our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

     From time-to-time,  in the ordinary course of business,  we are involved in
legal  actions  when  necessary  to protect or enforce our rights.  We are not a
defendant  party to any pending  litigation  and are not aware of any pending or
threatened litigation against us.

Item 5 - Other Information

Item 6 - Exhibits and Reports on Form 8-K

(a)  Exhibits

32.1 Certification of Chairman and Chief Executive Officer

32.2 Certification  of Executive  Vice  President  and  Principal  Financial and
     Accounting Officer.

33.1 Certification of Chairman and Chief Executive Officer pursuant to 18 U.S.C.
     (Section)1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
     of 2002.

33.2 Certification  of Executive  Vice  President  and  Principal  Financial and
     Accounting Officer pursuant to 18 U.S.C. (Section)1350, as adopted pursuant
     to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K - None

<PAGE>


                                   SIGNATURES



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

                                   ICON Income Fund Eight A L.P.
                                   By its General Partner,
                                   ICON Capital Corp.




      November 22, 2004            /s/ Thomas W. Martin
  ------------------------         ------------------------------------
           Date                    Thomas W. Martin
                                   Executive Vice President
                                   (Principal Financial and Accounting Officer
                                   of the General Partner of the Partnership)

<PAGE>

Exhibit 32.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

                              Certifications - 10-Q

I, Beaufort J.B. Clarke, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of ICON  Income Fund
     Eight A L.P.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge,  the  consolidated  financial  statements  and other
     financial  information included in this quarterly report, fairly present in
     all material  respects the financial  condition,  results of operations and
     cash flows of the registrant as of, and for, the periods  presented in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this quarterly report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this quarterly  report our conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this  quarterly  report  based on
          such evaluation; and

     c)   disclosed  in this  quarterly  report any  change in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's most recent fiscal quarter that has materially  affected,
          or  is  reasonably  likely  to  materially  affect,  the  registrant's
          internal control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the board of directors of the General Partner
     (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect the  registrant's  ability to record,  process,  summarize  and
          report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls over financial reporting.

Dated:  November 22, 2004

/s/ Beaufort J.B. Clarke
-----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp., sole General Partner of ICON Income Fund Eight A L.P.

<PAGE>

Exhibit 32.2

Principal  Financial  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

                              Certifications - 10-Q

I, Thomas W. Martin, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of ICON  Income Fund
     Eight A L.P.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge,  the  consolidated  financial  statements  and other
     financial  information included in this quarterly report, fairly present in
     all material  respects the financial  condition,  results of operations and
     cash flows of the registrant as of, and for, the periods  presented in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this quarterly report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this quarterly  report our conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this  quarterly  report  based on
          such evaluation; and

     c)   disclosed  in this  quarterly  report any  change in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's most recent fiscal quarter that has materially  affected,
          or  is  reasonably  likely  to  materially  affect,  the  registrant's
          internal control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the board of directors of the General Partner
     (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect the  registrant's  ability to record,  process,  summarize  and
          report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls over financial reporting.

Dated:  November 22, 2004

/s/ Thomas W. Martin
----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer)
ICON Capital Corp., sole General Partner of ICON Income Fund Eight A L.P.

<PAGE>


Exhibit 32.1

     I,  Beaufort  J.B.  Clarke,  Chairman and Chief  Executive  Officer of ICON
Capital  Corp.,  the sole  General  Partner  of ICON  Income  Fund Eight A L.P.,
certify,  pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002 (18 U.S.C.
1350), that, to the best of my knowledge and belief:

     (1)  the Quarterly  Report on Form 10-Q for the period ended  September 30,
          2004 (the "Quarterly  Report") which this statement  accompanies fully
          complies  with  the  requirements  of  Section  13(a)  or 15(d) of the
          Securities Exchange Act of 1934 (15 U.S.C. 78m); and

     (2)  the information  contained in the Quarterly Report fairly presents, in
          all  material  respects,   the  financial  condition  and  results  of
          operations of ICON Income Fund Eight A L.P.

Dated:  November 22, 2004



 /s/ Beaufort J.B. Clarke
 ------------------------------------------------------
 Beaufort J.B. Clarke
 Chairman and Chief Executive Officer
 ICON Capital Corp.
 sole General Partner of ICON Income Fund Eight A L.P.

<PAGE>


Exhibit 32.2

     I, Thomas W. Martin,  Executive  Vice  President  (Principal  Financial and
Accounting  Officer) of ICON Capital  Corp.,  the sole  General  Partner of ICON
Income Fund Eight A L.P., certify, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350), that, to the best of my knowledge and belief:

     (1)  the Quarterly  Report on Form 10-Q for the period ended  September 30,
          2004 (the "Quarterly  Report") which this statement  accompanies fully
          complies  with  the  requirements  of  Section  13(a)  or 15(d) of the
          Securities Exchange Act of 1934 (15 U.S.C. 78m); and

     (2)  the information  contained in the Quarterly Report fairly presents, in
          all  material  respects,   the  financial  condition  and  results  of
          operations of ICON Income Fund Eight A L.P.

Dated: November 22, 2004



/s/ Thomas W. Martin
-------------------------------------------------------
Thomas W. Martin
Executive Vice President (Principal
Financial and Accounting Officer)
ICON Capital Corp.
sole General Partner of ICON Income Fund Eight A L.P.