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
            June 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 July 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
            11Item 3. Quantitative and Qualitative Disclosures About
      Market Risk
            17Item 4T. Controls and Procedures
            17PART II – OTHER INFORMATIONItem 1. Legal Proceedings
            
            18Item 1A.   Risk
Factors
            
            18Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
            18Item 3. Defaults Upon Senior
Securities
            18Item 4. Submission of Matters to a Vote of Security
      Holders
            18Item 5. Other Information
            
            18Item 6. Exhibits
            
            19Signatures
            
            20




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 SheetsAssetsJune
      30,2008
            
            
            December
      31,(unaudited)
            
            
            2007Current
      assetsCash
      and cash equivalents
            
            $
            166,573
            
            
            $
            604,745Net
      investment in finance lease
            
            
            970,715
            
            
            
            1,555,657Total
      current assets
            
            
            1,137,288
            
            
            
            2,160,402Non-current
      assetsInvestments
      in joint ventures
            
            
            3,162,526
            
            
            
            3,346,186Other
      non-current assets, net
            
            
            168,817
            
            
            
            168,127Total
      non-current assets
            
            
            3,331,343
            
            
            
            3,514,313Total
      Assets
            
            $
            4,468,631
            
            
            $
            5,674,715Liabilities
      and Partners' EquityCurrent
      liabilitiesAccrued
      expenses and other current liabilities
            
            $
            175,018
            
            
            $
            163,804Total
      current liabilities
            
            
            175,018
            
            
            
            163,804Total
      Liabilities
            
            
            175,018
            
            
            
            163,804Partners'
      equityGeneral
      Partner
            
            
            (604,988
            )
            
            
            (592,856
            )Limited
      Partners
            
            
            4,898,601
            
            
            
            6,103,767Total
      Partners' Equity
            
            
            4,293,613
            
            
            
            5,510,911Total
      Liabilities and Partners' Equity
            
            $
            4,468,631
            
            
            $
            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 June 30,
            
            
            Six
      Months Ended June 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenue:Rental
      income
            
            $
            -
            
            
            $
            160,092
            
            
            $
            -
            
            
            $
            1,969,156Finance
      income
            
            
            35,456
            
            
            
            88,897
            
            
            
            85,058
            
            
            
            192,306Income
      from investments in joint ventures
            
            
            52,704
            
            
            
            52,928
            
            
            
            107,767
            
            
            
            106,921Net
      gain on sales of equipment
            
            
            -
            
            
            
            2,460,629
            
            
            
            -
            
            
            
            1,548,969Interest
      and other income
            
            
            674
            
            
            
            9,917
            
            
            
            1,641
            
            
            
            11,212Total
      revenue
            
            
            88,834
            
            
            
            2,772,463
            
            
            
            194,466
            
            
            
            3,828,564Expenses:Depreciation
      and amortization
            
            
            -
            
            
            
            13,711
            
            
            
            -
            
            
            
            567,642Interest
            
            
            -
            
            
            
            71,236
            
            
            
            -
            
            
            
            180,474General
      and administrative
            
            
            140,112
            
            
            
            95,273
            
            
            
            479,362
            
            
            
            244,747Total
      expenses
            
            
            140,112
            
            
            
            180,220
            
            
            
            479,362
            
            
            
            992,863(Loss)
      income before minority interest
            
            
            (51,278
            )
            
            
            2,592,243
            
            
            
            (284,896
            )
            
            
            2,835,701Minority
      interest
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            13,393Net
      (loss) income
            
            $
            (51,278
            )
            
            $
            2,592,243
            
            
            $
            (284,896
            )
            
            $
            2,822,308Net
      (loss) income allocable to:Limited
      Partners
            
            $
            (50,765
            )
            
            $
            2,566,321
            
            
            $
            (282,047
            )
            
            $
            2,794,085General
      Partner
            
            
            (513
            )
            
            
            25,922
            
            
            
            (2,849
            )
            
            
            28,223$
            (51,278
            )
            
            $
            2,592,243
            
            
            $
            (284,896
            )
            
            $
            2,822,308Weighted
      average number of limited partnershipunits
      outstanding
            
            
            735,092
            
            
            
            735,232
            
            
            
            735,150
            
            
            
            735,232Net
      (loss) income per weighted averagelimited
      partnership unit
            
            $
            (0.07
            )
            
            $
            3.49
            
            
            $
            (0.38
            )
            
            $
            3.80







See
accompanying notes to condensed consolidated financial
statements


2
 Table of Contents







ICON Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Condensed
      Consolidated Statement of Changes in Partners' EquityLimited
      Partner
            
            
            
            
            
            
            
            
            TotalUnits
            
            
            Limited
            
            
            General
            
            
            Partners'Outstanding
            
            
            Partners
            
            
            Partner
            
            
            EquityBalance,
      December 31, 2007
            
            
            735,232
            
            
            $
            6,103,767
            
            
            $
            (592,856
            )
            
            $
            5,510,911Net
      loss
            
            
            -
            
            
            
            (231,282
            )
            
            
            (2,336
            )
            
            
            (233,618
            )Limited
      partnership units redeemed
            
            
            (140
            )
            
            
            (4,177
            )
            
            
            -
            
            
            
            (4,177
            )Cash
      distributions to partners
            
            
            -
            
            
            
            (459,520
            )
            
            
            (4,642
            )
            
            
            (464,162
            )Period
      ended March 31, 2008 (unaudited)
            
            
            735,092
            
            
            $
            5,408,788
            
            
            $
            (599,834
            )
            
            $
            4,808,954Net
      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
            )
            
            $
            4,293,613







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)Six
      Months Ended June 30,2008
            
            
            2007Cash
      flows from operating activities:Net
      (loss) income
            
            $
            (284,896
            )
            
            $
            2,822,308Adjustments
      to reconcile net (loss) income to net cash provided byoperating
      activities:Rental
      income paid directly to lenders by lessees
            
            
            -
            
            
            
            (1,969,156
            )Finance
      income
            
            
            (85,058
            )
            
            
            (192,306
            )Net
      gain on sales of equipment
            
            
            -
            
            
            
            (1,701,897
            )Income
      from investments in joint ventures
            
            
            (107,767
            )
            
            
            (106,921
            )Depreciation
      and amortization
            
            
            -
            
            
            
            567,642Interest
      expense on non-recourse financing paid directlyto
      lenders by lessees
            
            
            -
            
            
            
            180,474Minority
      interest
            
            
            -
            
            
            
            13,393Changes
      in operating assets and liabilities:Collection
      of finance lease
            
            
            670,000
            
            
            
            866,319Other
      assets
            
            
            (690
            )
            
            
            (16,956
            )Due
      from affiliates
            
            
            -
            
            
            
            (137,664
            )Accrued
      expenses and other current liabilities
            
            
            11,214
            
            
            
            43,963Distributions
      received from joint ventures
            
            
            107,767
            
            
            
            107,699Net
      cash provided by operating activities
            
            
            310,570
            
            
            
            476,898Cash
      flows from investing activities:Proceeds
      from sales of equipment
            
            
            -
            
            
            
            9,518,116Distributions
      received from joint ventures
            
            
            183,660
            
            
            
            186,259Net
      cash provided by investing activities
            
            
            183,660
            
            
            
            9,704,375Cash
      flows from financing activities:Cash
      distributions to partners
            
            
            (928,225
            )
            
            
            (4,315,471
            )Distributions
      paid to minority interest holders
            
            
            -
            
            
            
            (426,000
            )Redemption
      of limited partnership units
            
            
            (4,177
            )
            
            
            -Net
      cash used in financing activities
            
            
            (932,402
            )
            
            
            (4,741,471
            )Net
      (decrease) increase in cash and cash equivalents
            
            
            (438,172
            )
            
            
            5,439,802Cash
      and cash equivalents, beginning of the period
            
            
            604,745
            
            
            
            283,188Cash
      and cash equivalents, end of the period
            
            $
            166,573
            
            
            $
            5,722,990







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)Six Months Ended June 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 directly to lenders by lessees
            
            $
            -
            
            
            $
            7,154,362





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
 June 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 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 the 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
 June 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 contribution 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 as of the date of the condensed consolidated financial statements
and the reported amounts of revenues and expenses during the reporting period.
 Significant estimates primarily include the determination of allowance for
doubtful accounts, depreciation and amortization, impairment losses, estimated
useful lives and residual values. Actual results could differ from those
estimates.




Reclassifications




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





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 financial statements or the notes to the financial
statements.




7
 Table of Contents
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 June 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 had 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
consolidated financial statements.





(4)
            Net
      Investment in Finance Lease





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





June
      30,2008
            
            
            December
      31,(unaudited)
            
            
            2007Minimum
      rents receivable
            
            $
            804,000
            
            
            $
            1,474,000Estimated
      residual value
            
            
            200,000
            
            
            
            200,000Unearned
      income
            
            
            (33,285
            )
            
            
            (118,343
            )Net
      investment in finance lease
            
            $
            970,715
            
            
            $
            1,555,657





The
Partnership had an investment in a finance lease, since August 2000, 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, as provided for in the amended lease.


(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 was paid to a third party lender to satisfy all
outstanding debt.





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


(5)
                Leased
      Equipment at Cost - continued


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







(6)
            Investments
      in Joint Ventures





ICON
Cheyenne, LLC





ICON
Cheyenne, LLC (“ICON Cheyenne”) was a joint venture among the Partnership, ICON
Cash Flow Partners L.P. Seven and ICON Income Fund Eight B L.P., entities also
managed by the General Partner, which had ownership interests of 1.00%, 1.27%,
and 97.73%, respectively. During the second quarter of 2007, ICON Cheyenne sold
all of its remaining equipment to a third party for total sales proceeds of
approximately $111,000 and recognized a total gain on the sale of approximately
$110,000, of which the Partnership’s share was approximately
$1,100.





Gulf
Coast Leasing, LLC





During
March 2000, the Partnership acquired a 50% interest in Gulf Coast Leasing, LLC
("Gulf Coast"), which acquired a residual value interest in a mobile offshore
drilling rig subject to lease with an unaffiliated third party. The Partnership
invested $1,997,000.  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
(see Note 9).





ICON
Global Crossing, LLC





ICON
Global Crossing, LLC (“ICON Global Crossing”) is a joint venture among the
Partnership, Fund Ten, and ICON Leasing Fund Eleven, LLC, entities also managed
by the General Partner, which have ownership interests of 8.0%, 30.6%, and
61.4%, respectively.   ICON Global Crossing was formed to
purchase telecommunications equipment from various vendors, which was leased to
Global Crossing Telecommunications, Inc. The Partnership’s net carrying value of
ICON Global Crossing was approximately $1,166,000 at June 30, 2008.





Information
as to the results of operations of ICON Global Crossing for the three and six
months ended June 30, 2008 and 2007, respectively, are summarized
below:





Three
      Months Ended June 30,
            
            Six
      Months Ended June 30,(unaudited)
            
            (unaudited)2008
            2007
            
            2008
            2007Net
      income
            
            $         659,625
            $            658,685
            
            $     1,348,769
            $       1,335,539Partnership's
      share of net income
            $           52,704
            $              52,629
            
            $        107,767
            $          106,710







9
 Table of Contents
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 June 30,
2008
 (unaudited)








(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 $9,283 for the six months ended June 30, 2008. The
General Partner’s interest in the Partnership’s net (loss) income for the three
months ended June 30, 2008 and 2007 was $(513) and $25,922,
respectively.  The General Partner’s interest in the Partnership’s net
(loss) income for the six months ended June 30, 2008 and 2007 was $(2,849) and
$28,223, respectively.


(8)
              Concentrations





For the
period ended June 30, 2008, the Partnership had one lessee that accounted for
100% of total finance income. For the period ended June 30, 2007, the
Partnership had three lessees that accounted for approximately 100% of total
rental and finance income.


(9)
              Subsequent
      Events


On June
6, 2008, the Partnership was informed 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, 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 (the
“Transaction”).  The Transaction closed on July 7, 2008.  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.  The Partnership received proceeds of approximately
$29,757,000, net of legal fees and other expenses of approximately
$71,000.  The total gain to be recognized in the third quarter of 2008
will be approximately $27,689,000.






10
 Table of Contents


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





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




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





Forward-Looking
Statements





Certain
statements within this Quarterly Report on Form 10-Q may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (“PSLRA”).  These statements are being
made pursuant to the PSLRA, with the intention of obtaining the benefits of the
“safe harbor” provisions of the PSLRA, and, other than as required by law, we
assume no obligation to update or supplement such
statements.  Forward-looking statements are those that do not relate
solely to historical fact.  They include, but are not limited to, any
statement that may predict, forecast, indicate or imply future results,
performance, achievements or events.  You can identify these
statements by the use of words such as “may,” “will,” “could,” “anticipate,”
“believe,” “estimate,” “expects,” “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 items of
leased equipment at lease expiration. Some of our equipment leases were
acquired for cash and provided current cash flow, which we refer to
as “income” leases. For 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
both gains and losses on these sales. We will continue to liquidate our assets
during this period and we expect to see a reduction in revenue and expenses
accordingly.







11
 Table of Contents







At June
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 lease with Rowan Companies,
Inc.





·
            We
      have a 25% interest in the residual value of a mobile offshore drilling
      rig (“Cecil Provine”), which is on charter with Rowan Companies,
      Inc.  On July 7, 2008, our interest in the residual value of
      Cecil Provine was sold.





Manufacturing
Equipment for Playgrounds





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





Telecommunications
Equipment





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





Recent
Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 157, “Accounting
for Fair Value Measurement” (“SFAS No. 157”).  SFAS No. 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and establishes a hierarchy that
categorizes and prioritizes the sources to be used to estimate fair value. SFAS
No. 157 also expands financial statement disclosures about fair value
measurements. On February 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 financial statements
or the notes to the 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.





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 consolidated
financial statements.






12
 Table of Contents





Results
of Operations for the Three Months Ended June 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 June 30,2008
            
            
            2007
            
            
            ChangeRental
      income
            
            $
            -
            
            
            $
            160,092
            
            
            $
            (160,092
            )Finance
      income
            
            
            35,456
            
            
            
            88,897
            
            
            
            (53,441
            )Income
      from investments in joint ventures
            
            
            52,704
            
            
            
            52,928
            
            
            
            (224
            )Net
      gain on sales of equipment
            
            
            -
            
            
            
            2,460,629
            
            
            
            (2,460,629
            )Interest
      and other income
            
            
            674
            
            
            
            9,917
            
            
            
            (9,243
            )Total
      revenue
            
            $
            88,834
            
            
            $
            2,772,463
            
            
            $
            (2,683,629
            )





Total
revenue for the 2008 Quarter decreased $2,683,629, or 96.8%, as compared to the
2007 Quarter.  The net gain on sales of equipment during the 2007
Quarter was predominantly due to the sale of the tug boat and barge on June 25,
2007.  The decrease in rental income was due to (i) the sale of a
McDonnell Douglas DC-10-30F aircraft (the “Aircraft”) on March 30, 2007 and (ii)
the sale of the tug boat and barge.  The decrease in finance income
was largely due to a reduction in the income recognized on the Playcore lease,
resulting from the gradual reduction in the principal balance as the lease nears
its expiration.





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





Three Months Ended June 30,2008
            
            
            2007
            
            
            ChangeDepreciation
      and amortization
            
            $
            -
            
            
            $
            13,711
            
            
            $
            (13,711
            )Interest
            
            
            -
            
            
            
            71,236
            
            
            
            (71,236
            )General
      and administrative
            
            
            140,112
            
            
            
            95,273
            
            
            
            44,839Total
      expenses
            
            $
            140,112
            
            
            $
            180,220
            
            
            $
            (40,108
            )





Total
expenses for the 2008 Quarter decreased $40,108, or 22.3%, as compared to the
2007 Quarter.  The decrease in interest expense was mainly due to the
extinguishment of debt upon the sale of (i) the Aircraft on March 30, 2007 and
(ii) the tug boat and barge on June 25, 2007.  The decrease in total
expenses was partially offset by an increase in general and administrative
expenses predominantly due to expenses incurred in the 2008 Quarter related to
professional fees for services performed for the year ended December 31,
2007.





Net
(Loss) Income





As a
result of the foregoing factors, net (loss) income for the 2008
Quarter and 2007 Quarter was $(51,278) and $2,592,243,
respectively.  The net (loss) income per weighted average number of
limited partnership units outstanding for the 2008 Quarter and 2007 Quarter
was $(0.07) and $3.49, respectively.





13
 Table of Contents


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





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





Six Months Ended June 30,2008
            
            
            2007
            
            
            ChangeRental
      income
            
            $
            -
            
            
            $
            1,969,156
            
            
            $
            (1,969,156
            )Finance
      income
            
            
            85,058
            
            
            
            192,306
            
            
            
            (107,248
            )Income
      from investments in joint ventures
            
            
            107,767
            
            
            
            106,921
            
            
            
            846Net
      gain on sales of equipment
            
            
            -
            
            
            
            1,548,969
            
            
            
            (1,548,969
            )Interest
      and other income
            
            
            1,641
            
            
            
            11,212
            
            
            
            (9,571
            )Total
      revenue
            
            $
            194,466
            
            
            $
            3,828,564
            
            
            $
            (3,634,098
            )





Total
revenue for the 2008 Period decreased $3,634,098, or 94.9%, as compared to the
2007 Period.  The decrease in rental income was due to (i) the sale of
the Aircraft on March 30, 2007 and (ii) the sale of the tug boat and barge on
June 25, 2007.  The net gain on sales of equipment during the 2007
Period was predominantly due to a gain of approximately $2,455,000 recognized on
the sale of the tug boat and barge, which was partly offset by a loss of
$920,000 recognized on the sale of the Aircraft.  The decrease in
finance income was largely due to a reduction in the income recognized on the
Playcore lease, resulting from the gradual reduction in the principal balance as
the lease nears its expiration.





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





Six Months Ended June 30,2008
            
            
            2007
            
            
            ChangeDepreciation
      and amortization
            
            $
            -
            
            
            $
            567,642
            
            
            $
            (567,642
            )Interest
            
            
            -
            
            
            
            180,474
            
            
            
            (180,474
            )General
      and administrative
            
            
            479,362
            
            
            
            244,747
            
            
            
            234,615Total
      expenses
            
            $
            479,362
            
            
            $
            992,863
            
            
            $
            (513,501
            )





Total
expenses for the 2008 Period decreased $513,501, or 51.7%, 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) the tug boat and barge on June 25,
2007.  The decrease in total expenses was partially offset by an
increase in general and administrative expenses 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
(Loss) Income





As a
result of the foregoing factors, net (loss) income for the 2008
Period and 2007 Period was $(284,896) and $2,822,308,
respectively.  The net (loss) income per weighted average number of
limited partnership units outstanding for the 2008 Period and 2007 Period
was $(0.38) and $3.80, respectively.








14
 Table of Contents








Financial Condition




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





Total
Assets





Total
assets decreased $1,206,084 from $5,674,715 at December 31, 2007 to $4,468,631
at June 30, 2008. The decrease was largely attributable to a reduction in
our rentals receivable for the Playcore lease.  Our cash position also
declined during the 2008 Period due to a reduction in cash inflows, which were
primarily limited to monthly rental payments of $134,000 for the Playcore lease,
while our general and administrative expenses have increased.





Total
Liabilities





Total
liabilities increased $11,214 from $163,804 at December 31, 2007 to
$175,018 at June 30, 2008.  The increase was primarily due to
professional fees accrued for during the 2008 Quarter.





Total
Partners’ Equity





Total
partners’ equity decreased $1,217,298 from $5,510,911 at December 31, 2007
to $4,293,613 at June 30, 2008.  During our liquidation period, we are
distributing substantially all distributable cash from operations and equipment
sales to our limited partners. We also recorded a net loss during the 2008
Period.





Liquidity
and Capital Resources





Sources
and Uses of Cash





At June
30, 2008 and 2007, we had cash and cash equivalents of $166,573 and $5,722,990,
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 decreased $166,328 from $476,898 in the
2007 Period to $310,570 in the 2008 Period.  The decrease was primarily due
to the expiration of our finance lease with Regus on February 28,
2007.





Investing
Activities





Sources
of Cash





Sources
of cash from investing activities decreased $9,520,715 from $9,704,375 in the
2007 Period to $183,660 in the 2008 Period. The decrease was mainly due to the
absence of any sale of equipment during the 2008 Period.  During the
2007 Period, the sale of the Aircraft and the tug boat and barge contributed
$9,464,998 of the cash provided by investing activities.





Uses
of Cash





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





15
 Table of Contents






Financing
Activities





Sources
of Cash





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





Uses
of Cash





Uses of
cash in financing activities decreased $3,809,069 from $4,741,471 in the 2007
Period to $932,402 in the 2008 Period. The decrease was largely due to a
reduction in the distributions paid to our partners in the 2008 Period. During
the 2008 Period and 2007 Period, we paid distributions to our partners of
$928,225, and $4,315,471, respectively. In addition, there were no distributions
to minority interest holders in the 2008 Period as the assets owned by the
majority-owned subsidiary were sold on March 30, 2007.





Distributions





We paid
monthly distributions to each of our partners beginning the first month after
each such partner was admitted through the termination of our reinvestment
period, which was on December 20, 2005. During the liquidation period, we plan
to make distributions pursuant to the terms of 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 $918,942 and $9,283, respectively.





Contractual
Obligations and Commitments and Off Balance Sheet Transactions





None.





Subsequent
Events





On June
6, 2008, we were informed by the manager of the entity that owned the
beneficial interest of the trust that owned a mobile offshore drilling rig,
in which we had a residual value interest, 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 (the “Transaction”).  The
Transaction closed on July 7, 2008.  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.  We received proceeds of approximately $29,757,000, net of legal
fees and other expenses of approximately $71,000.  The total gain
to be recognized in the third quarter of 2008 will be approximately
$27,689,000.








16
 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 June 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.




17
 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 ofLimited
      Partnership
            
            
            Price
      Paid PerLimitedUnits Redeemed
            
            
            Partnership
              UnitsJanuary
      1, 2008 through January 31, 2008
            
            
            -
            
            
            $
            -February
      1, 2008 through February 29, 2008
            
            
            -
            
            
            $
            -March
      1, 2008 through March 31, 2008
            
            
            140
            
            
            $
            29.83April
      1, 2008 through April 30, 2008
            
            
            -
            
            
            $
            -May
      1, 2008 through May 31, 2008
            
            
            -
            
            
            $
            -June
      1, 2008 through June 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.




18
 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.





19


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





August 4,
2008





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





August 4,
2008





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





August 4,
2008





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




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