UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

For the fiscal year ended                   December 31, 2003
                         -------------------------------------------------------
                                       or

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

Commission File Number                               333-37504
                     -----------------------------------------------------------


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

                  Delaware                                       13-4101114
--------------------------------------------------------------------------------
         (State or other jurisdiction of                      (I.R.S. Employer
         incorporation or organization)                   Identification Number)

             100 Fifth Avenue, 10th Floor, New York, New York 10011
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:     None

Securities  registered  pursuant to Section  12(g) of the Act:  Units of Limited
Partnership Interests

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2) [ ] Yes [X] No

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last day of the registrant's most recently  completed second fiscal quarter:
Not applicable.  There is no established market for units of limited partnership
interest in the registrant.

<PAGE>

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

                                December 31, 2003

                                TABLE OF CONTENTS

Item                                                                   Page
----                                                                   ----

PART I

1.   Business                                                             3-4

2.   Properties                                                             4

3.   Legal Proceedings                                                      4

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

PART II

5.   Market for the Registrant's Securities and Related
     Security Holder Matters                                                4

6.   Selected Financial Data                                                5

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                 6-12

7A.  Qualitative and Quantitative Disclosures About Market Risk            13

8.   Consolidated Financial Statements                                  14-37

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                   38

9A.  Controls and Procedures                                               38

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                    38-39

11.  Executive Compensation                                                39

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                        40

13.  Certain Relationships and Related Transactions                        40

14.  Principal Accounting Fees and Services

PART IV

15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K    40-41

SIGNATURES                                                                 42

Certifications                                                          43-46

<PAGE>

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

                                December 31, 2003

PART I

Item 1.  Business
         --------

General Development of Business

     ICON Income Fund Eight B L.P. (the  "Partnership"),  was formed on February
7, 2000 as a Delaware limited  partnership.  The Partnership's  maximum offering
was $75,000,000.  The Partnership  commenced business  operations on its initial
closing date, June 14, 2000, with the admission of 15,815.51 limited partnership
units at $100 per unit representing $1,581,551 of capital contributions. Between
June 15, 2000 and October 17, 2001,  734,184.49  additional  units were admitted
representing  $73,418,449  of capital  contributions.  On October 17, 2001,  the
Partnership  had its final  closing  with a  cumulative  total of 750,000  units
admitted totaling $75,000,000 in capital contributions. The Partnership redeemed
2,954.46  and  1,554.15  units  during  2003  and  2002,   respectively  leaving
745,491.39 limited partnership units outstanding at December 31, 2003.

     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  including  equipment,  leases  and
financing transactions under a management agreement with the Partnership.

Segment Information

     The Partnership has only one operating  segment:  the business of acquiring
and managing  equipment  subject to leases with companies  that the  Partnership
believes to be creditworthy.

Narrative Description of Business

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
objective of the  Partnership is to obtain the maximum  economic return from its
investments for the benefit of its limited partners.  To achieve this objective,
the  Partnership  intends  to:  (1)  acquire  a  diversified  portfolio  of  low
obsolescence  equipment  having long  economic  useful  lives and high  residual
values; (2) make monthly cash distributions to its limited partners,  commencing
with each limited partner's admission to the Partnership, continuing through the
Reinvestment  Period, which period will end no later than the eighth anniversary
after the final closing date; (3) re-invest substantially all undistributed cash
from  operations  and cash from sales of equipment  and  financing  transactions
during the Reinvestment  Period; and (4) sell the Partnership's  investments and
distribute the cash from sales of such investments to its limited partners after
the end of the Reinvestment Period.

     The  equipment  leasing  industry is highly  competitive.  When seeking its
leasing  transactions  for  acquisition,  the Partnership  competes with leasing
companies,  manufacturers that lease their products directly,  equipment brokers
and dealers and financial institutions, including commercial banks and insurance
companies.  Many  competitors  are larger than the  Partnership and have greater
financial resources.

     The  Partnership  had  lessees  who  accounted  for  more  than  10% of the
Partnership's  total revenue during the years ended December 31, 2003,  2002 and
2001.  During  2003,  equipment  leased to Cathay  Pacific  and BAE  Systems PLC
generated 33% and 10% of total  revenue,  respectively.  During 2002,  equipment
leased to Cathay  Pacific  and BAE Systems  PLC  generated  27% and 10% of total
revenue,  respectively.  During  2001,  equipment  leased  to BAE  systems,  PLC
generated 11% of total revenue.


<PAGE>

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

                                December 31, 2003

     The Partnership has no direct  employees.  The General Partner has full and
exclusive discretion in management and control of the Partnership.

Lease and Finance Transactions

     In 2003 the Partnership did not invest individually in any lease or finance
transactions.  However,  the  Partnership  invested in a joint  venture  with an
affiliate, ICON Income Fund Nine LLC for acquiring a McDonnell Douglas DC 10-30F
aircraft  subject  to  lease  with  Fedex  Corporation.   (See  Note  3  to  the
consolidated financial statements).

     In early 2002,  the  Partnership  formed ICON  Aircraft 123 LLC as a wholly
owned  subsidiary for the purpose of acquiring all of the outstanding  shares of
Alpha Aircraft Leasing Limited ("A.A.L."),  a Cayman Islands registered company,
which owns,  through an Owner Trust,  an Airbus  A340-313X  aircraft which is on
lease to Cathay Pacific  through March 2006. The stock was acquired in the first
quarter of 2002 for $4,250,000 in cash. The aircraft owned by A.A.L.  is subject
to  non-recourse  debt  provided by  unaffiliated  lenders.  The lenders  have a
security  interest in the aircraft and an  assignment  of the rentals  under the
lease.  The estimated fair value of the aircraft was  $75,263,566 at the date of
acquisition and the principal balance of the debt was $70,495,058 at such date.

Item 2.  Properties
         ----------

     The  Partnership  neither owns nor leases office space or equipment for the
purpose of managing its day-to-day affairs.

Item 3.  Legal Proceedings
         -----------------

     The  Partnership,  from  time-to-time,  in the ordinary course of business,
commences  legal actions when  necessary to protect or enforce the rights of the
Partnership. We are not a defendant party to any litigation and are not aware of
any pending or threatened litigation against the Partnership.

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 2003.

PART II

Item 5.  Market for the  Registrant's  Securities  and Related  Security  Holder
Matters

     The Partnership's limited partnership interests are not publicly traded nor
is there currently a market for the Partnership's  limited partnership units. It
is unlikely that any such market will develop.

                                  Number of Equity Security Holders
   Title of Class                      as of February 29, 2004
   --------------                      -----------------------

 Limited Partners                       2,814
 General Partner                            1

     The Partnership  made cash  distributions to the partners for 2003 and 2002
on a monthly  basis,  totaling , $7,078,646  and  $8,138,359  for the respective
years.  For the year 2004, the Partnership has since made cash  distributions of
$1,480,759  to the partners.

<PAGE>

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

                                December 31, 2003

Item 6.  Selected Consolidated Financial Data
         ------------------------------------

<TABLE>
<CAPTION>

                                                                             Year Ended December 31,
                                                                             -----------------------
                                                            2003            2002              2001             2000
                                                            ----            ----              ----             ----

<S>                                                  <C>               <C>              <C>              <C>
Total revenue                                        $     25,150,087  $    25,467,361  $    20,231,996  $      742,302
                                                     ================  ===============  ===============  ===============

Net income                                           $     (5,181,209) $      (136,897) $       820,109  $      291,236
                                                     ================  ===============  ===============  ===============

Net income allocable to limited partners             $     (5,129,397) $      (135,528) $       811,908  $      288,324
                                                      ================  ===============  ===============  ===============

Net income allocable to the General Partner          $        (51,812) $        (1,369) $         8,201  $        2,912
                                                     ================  ===============  ===============  ===============

Weighted average limited
   partnership units outstanding                              747,189          749,475          502,536  $      132,049
                                                     ================  ===============  ===============  ===============

Net income per weighted average
   limited partnership unit                          $         (6.86)  $(.18)    $      1.62      $         2.18
                                                     ================  ===============  ===============  ===============

Distributions to limited partners                    $      7,008,299  $     8,056,975  $     4,932,964  $      536,708
                                                     ================  ===============  ===============  ===============


Distributions per weighted average
   limited Partnership units                         $          9.32   $10.75      $       9.82   $         4.06
                                                     ================  ===============  ===============  ===============

Distributions to the General Partner                 $         70,347  $        81,384  $        49,845  $        5,228
                                                     ================  ===============  ===============  ===============

</TABLE>

<TABLE>
<CAPTION>

                                                                                    December 31,
                                                                                    ------------
                                                            2003              2002            2001           2000
                                                            ----              ----            ----           ----

<S>                                                  <C>               <C>              <C>              <C>
Total assets                                         $    180,747,120  $   189,408,747  $   143,918,696  $   88,108,178
                                                     ================  ===============  ===============  ==============

Notes payable                                        $    134,938,722  $   133,631,339  $    79,752,204  $   67,497,834
                                                     ================  ===============  ===============  ==============

Partners' equity                                     $     40,363,969  $    52,820,395  $    61,212,600  $   18,764,181
                                                     ================  ===============  ===============  ==============

</TABLE>

     For the year 2003, the Partnership though realizing revenues  approximating
that of 2002,  had an increase in  depreciation  expense with the addition of an
aircraft subject to lease with Fedex Corporation.  Depreciation expense for this
aircraft was approximately $4.1 million.

     The  selected  financial  data  should  be read  in  conjunction  with  the
consolidated  financial  statements and related notes included in Item 8 of this
report.

<PAGE>

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

                                December 31, 2003

Item 7. General  Partner'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
included  herein.   Certain  statements  within  this  document  may  constitute
forward-looking  statements  made  pursuant to the safe harbor  provision 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.  This information may
involve  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from  the  forward-looking  statements.   Although  the  Partnership
believes that the expectations reflected in such forward-looking  statements are
based on  reasonable  assumptions,  such  statements  are  subject  to risks and
uncertainties  that could cause actual results to differ  materially  from those
projected.

     Overview - The results of operations  reflect the risk factors  outlined in
the Partnership's prospectus. Such risk factors include, but are not limited to,
the  decline  in the  value of the  Partnership's  equipment,  no  guarantee  of
profitability,  the potential of lessee  default,  and economic  factors such as
prevailing  interest rates. These risk factors affect the Partnership's  ability
to realize income,  in that they increase the  Partnership's  expenses by way of
additional  depreciation,  impairment  loss,  and  provision  for bad debts.  In
addition,  depending  on the size of the  portfolio  and the amount of equipment
purchased by the  Partnership  during the  Reinvestment  Period the risk factors
outlined above could negatively impact the cash flow.

     During the year ended  December  31,  2003,  our  attention  was  primarily
focused on identifying investments which met our investment criteria in order to
seize of acquisition  opportunities.  Management  anticipates that substantially
all revenues  will be generated  from the rentals  derived from the equipment on
lease,  re-financing  of existing  transactions,  and proceeds  from the sale of
equipment.  Our most significant  challenges and risks in the future include our
ability to continue to identify leases involving business-essential equipment on
lease to creditworthy lessees.

     The U.S.  economy  appears  to be  recovering  and the  leasing  industry's
outlook for 2004 is  encouraging.  Many  experts  foresee an increase in capital
spending  by  corporations  through  2007  which  should  increase  the  pool of
available  secondary  market leases,  and to that end, the Partnership is seeing
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.
However,  as economic  growth may continue and interest  rates may begin to rise
over time, more lessees are expected to return to the marketplace.

     The  Partnership  - The  Partnership  was formed on  February  7, 2000 as a
Delaware   limited   partnership.   The   Partnership's   maximum  offering  was
$75,000,000.  The  Partnership  commenced  business  operations  on its  initial
closing date, June 14, 2000, with the admission of 15,815.51 limited partnership
units at $100 per unit representing $1,581,551 of capital contributions. Between
June 15, 2000 and October 17, 2001,  734,184.49  additional  units were admitted
representing  $73,418,449  of capital  contributions.  On October 17, 2001,  the
Partnership  had its final  closing  with a  cumulative  total of 750,000  units
admitted totaling $75,000,000 in capital contributions. The Partnership redeemed
2,954.46  and  1,554.15  units  during  2003  and  2002,   respectively  leaving
745,491.39 limited partnership units outstanding at December 31, 2003.

     The  Partnership's  portfolio  consists  of net  investments  in  operating
leases,  investments  in  finance  leases,  equipment  held for  sale or  lease,
off-lease,  investments in estimated unguaranteed residual values, investment in
option,  and equity investments in unconsolidated  joint ventures,  representing
85%, 8%, 1%, 1%, 1%, and 4% of total assets at December 31, 2003,  respectively,
and 75%,  13%, 1%, 1%, 1%, and 4% of total  portfolio  interests at December 31,
2002, respectively.


<PAGE>



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

                                December 31, 2003

Results of Operations for the Year Ended December 31, 2003 and 2002

     Revenues  for the year ended  December  31, 2003 (the "2003  Period")  were
$25,150,087 representing a decrease of $317,274 from the year ended December 31,
2002 (the "2002  Period").  The decrease in revenue  resulted  primarily  from a
decrease in finance  income of $730,499.  The decrease in revenues was partially
offset by an increase in net gain on sale of equipment of $523,001. The decrease
in finance  income  resulted  from the  continued  collection  of minimum  lease
rentals reducing the investment  balance  outstanding on which such revenues are
based.  Net gain on sale of equipment  increased due to the sale of equipment in
the fourth quarter of the 2003 Period not present in the 2002 Period. During the
2003 Period, the Partnership sold equipment from the portfolio of leases held by
the joint venture ICON Cheyenne LLC for total proceeds of $691,556, and realized
a gain of  $36,400.  In  addition,  the  Partnership  sold  equipment  from  its
portfolio for total proceeds of $3,670,921 for a gain of $762,856.

     Expenses for the 2003 Period were  $30,331,296  representing an increase of
$4,727,038  over the 2002  Period.  The  primary  reasons  for the  increase  in
expenses  were  that  depreciation   expense  increased  by  $2,725,409  due  to
additional  investments in operating  leases made  subsequent to the 2002 Period
and additional  depreciation taken on equipment held for sale or lease. Interest
expense  increased  $236,792 due to the assumption of additional debt related to
the  additional  investments  in operating  leases.  General and  administrative
expenses along with vessel maintenance  increased by $1,217,372 due to increased
marketing  activities and maintenance expense associated with the Boeing 767-300
ER aircraft that was previously  leased to Scandinavian  Airline  Systems.  (See
Note 3 to the consolidated financial statements). An impairment loss of $900,000
was  recorded  on  operating   equipment  held  in  one  of  the   Partnership's
consolidated joint ventures.  The Partnership also recognized an impairment loss
of  $900,000  in 2003.  The  increase in  expenses  were  partially  offset by a
decrease in  Management  fees - General  Partner of $128,809 and  administrative
expense  reimbursements - General Partner of $30,227 due to the overall decrease
in  the  average  size  of  the  Partnership's  lease  portfolio  in  one of the
Partnership's  consolidated joint ventures in the 2003 Period as compared to the
2002 Period and minority  interest in consolidated  joint ventures  decreased by
$359,824.

     Net loss for the years ended  December 31, 2003 and 2002 was $5,181,209 and
$136,897,  respectively.  The net loss per weighted average limited  partnership
unit  outstanding  was $6.86 and $0.18 for, the years ended December 31 2003 and
2002, respectively.

     As of December 31, 2003 there were no known trends or demands, commitments,
events or  uncertainties,  which are likely to have any  material  effect on net
revenues and the results of operations.

Results of Operations for the Year Ended December 31, 2002 and 2001

     Revenues for the 2002 Period were  $25,467,361  representing an increase of
$5,235,365  over the year  ended  December  31,  2001 (the "2001  Period").  The
increase in revenue  resulted from  continued  purchase of equipment  subject to
lease.  Increases in rental income of  $4,803,096,  finance  income of $410,134,
income  from  investment  in  joint  venture  of  $337,653,  and gain on sale of
equipment of $182,794,  were partially  off-set by a decrease in interest income
and other of $170,971 and gain from sale of  investment  in joint  venture to an
affiliate of $327,341.  During the 2002 Period the  Partnership  sold  equipment
from the  portfolio of leases held by the joint  venture  ICON  Cheyenne LLC for
total proceeds of $2,341,096 which resulted in a gain of $275,489.

     Expenses for the 2002 Period were  $25,604,258  representing an increase of
$6,192,371  over the 2001  Period.  The increase in expenses  resulted  from the
increase in the size of the  Partnership's  lease portfolio,  an increase in the
Partnership's  borrowing  levels and overall growth in size of the operations of
the  Partnership  from the 2001 Period to the 2002 Period and is consistent with
the Partnership's level of operations.

<PAGE>

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

                                December 31, 2003

     Depreciation  expense  increased  by  $2,490,519,  due  to  the  additional
investments  in  operating  leases made  subsequent  to 2001.  Interest  expense
increased by $2,239,253 due to the additional  debt used to acquire  investments
in  operating  leases  subsequent  to 2001.  Management  fees - General  Partner
increased  by  $793,042  and  administrative  expense  reimbursements  - General
Partner increased by $393,851 in the 2002 Period as compared to the 2001 Period.
The  increase  in  management  fees was  consistent  with  increases  in rentals
(including  operating  leases,  finances  leases and through joint  ventures) on
which  such  fees  are  dependant.   The  increase  in  administrative   expense
reimbursements  - General  Partner was consistent with the increase in operating
activities of the Partnership.  Minority  interest expense increased by $19,754,
amortization  of initial  direct  costs  increased  by $76,169  and  general and
administrative  expenses increased by $179,783 in the 2002 Period as compared to
the 2001 Period.

     Net  (loss)  income  for the years  ended  December  31,  2002 and 2001 was
($136,897)  and  $820,109,  respectively.  The net (loss)  income  per  weighted
average limited  partnership unit outstanding was ($.18) and $1.62 for the years
ended December 31, 2002 and 2001, respectively.

     The  increase  in  depreciation  expense,   interest  expense,   management
fees-General Partner and administrative expense reimbursements - General Partner
which reduced net income in 2002 as compared to 2001 was the primary  reason for
the net loss for the year ended December 31, 2002.

     As of December 31, 2003 there were no known trends or demands, commitments,
events or  uncertainties,  which are likely to have any  material  effect on net
revenues and the results of operations.

Liquidity and Capital Resources

     The Partnership's  primary sources of funds for the year ended December 31,
2003 were proceeds  from the sale of its  investment  in  unguaranteed  residual
values totaling  $1,933,003,  proceeds recourse from notes payable of $2,000,000
advances  received and,  proceeds  from the sale of equipment of $5,720,100  and
distributions received from unconsolidated joint venture of $1,245,127.

     The Partnership's cash flow from operating  activities may be less than the
Partnership's  current  level of  expenses.  To the  extent  that  cash  flow is
insufficient  to pay such  expenses,  the  Partnership  may be  required to sell
assets prior to maturity or borrow against future cash flows.

     Such funds were utilized for investments in leases and joint ventures, with
related  costs   aggregating   $3,076,564,   (including   initial  direct  costs
(acquisition  fees)  of  $736,766),   payments  of  non-recourse  borrowings  of
$5,179,053  payments  of notes  payable-recourse  of  $400,000  and to make cash
distributions to partners of $7,078,646. As cash is realized from operations and
with proceeds  from  additional  borrowings,  the  Partnership  will continue to
invest in equipment  leases and financings where it deems it to be prudent while
retaining  sufficient  cash to  meet  its  reserve  requirements  and  recurring
obligations.

     On May 30,  2002,  the  Partnership  entered into a  $17,500,000  joint and
several line of credit  agreement  shared with Cash Flow Partners L.P. Seven and
Fund Eight-A L.P. (the "Initial Funds"), with Comerica Bank as lender. Under the
terms of the  agreement,  the  Partnership  may  borrow  at a rate  equal to the
Comerica Bank base rate plus 1%  (together,  5.00% at December 31, 2003) and all
borrowings are to be jointly and severally  collateralized by the present values
of rents  receivable and equipment  owned by all of the Initial Funds sharing in
the joint line of credit.  On December 12, 2002,  the  agreement  was amended to
admit  Income  Fund Nine LLC,  collectively  along with the  Initial  Funds (the
"Funds"),  as a borrower sharing the $17,500,000 joint line of credit agreement.
The Funds have entered into a Contribution Agreement,  dated as of May 30, 2002,
as  amended  December  12,  2002,  pursuant  to which the Funds  have  agreed to


<PAGE>

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

                                December 31, 2003

restrictions on the amount and the terms of their  respective  borrowings  under
the line of credit in order to  minimize  the 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 immediately  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 Funds'  obligations to each other under the Contribution  Agreement are
collateralized by a subordinate lien on the assets of each  participating  Fund.
The line of credit was extended for twelve  additional  months  expiring May 31,
2004. As of December 31, 2003, the Partnership had $2,000,000  outstanding under
the line.  Aggregate  borrowing by all Funds under the line of credit  agreement
aggregated $12,779,986 on December 31, 2003.

     The  Partnership has the following  contractual  obligations as of December
31,  2003.  These  obligations  arise mainly from the  acquisition  of equipment
subject to lease.  Rental payments from the leases associated with equipment are
assigned to paydown such obligations.


<TABLE>
<CAPTION>

                                                                          Payments Due By Period
                                                                          ----------------------

                                             Total         2004          2005           2006        2007      2008
                                             -----         ----          ----           ----        ----      ----
   <S>                                   <C>            <C>           <C>            <C>         <C>          <C>
   Long-term obligation (Notes payable)  $134,938,722   $53,193,700   $16,403,542    $61,812,697 $2,731,787   $796,996


</TABLE>


     See Note 8 to the consolidated  financial statements,  as set forth in Part
II,  Item  8,  Consolidated   Financial  Statements  for  information  regarding
non-recourse debt.

     Cash  distributions  to limited partners for 2003 and 2002, which were paid
monthly, totaled $7,008,299 and $8,056,975, respectively.

     As of December 31, 2003 there were no known trends or demands, commitments,
events or  uncertainties  apart from those  mentioned  above which are likely to
have any material  effect on liquidity.  As cash is realized from operations and
additional  borrowings,  the  Partnership  will  continue to invest in equipment
leases and financings where it deems it to be prudent while retaining sufficient
cash to meet its reserve requirements and recurring obligations.

     We do not  consider  the impact of inflation to be material in the analysis
of our overall operations.

Critical Accounting Policies and Management Estimates

     The policies  discussed  below are considered by the General  Partner to be
critical to an understanding of the Partnership's  financial  statements because
their application  places the most significant  demands on the General Partner's
judgments,  with financial  reporting  results  relying on estimation  about the


<PAGE>

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

                                December 31, 2003

effect  of  matters  that are  inherently  uncertain.  Specific  risks for these
critical accounting policies are described in the following paragraphs.  For all
of these  policies,  the General  Partner  cautions  that future  events  rarely
develop  exactly  as  forecast,   and  the  best  estimates   routinely  require
adjustment.

     Use of Estimates - The  preparation  of financial  statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities at the dates of the financial  statements and
revenues  and  expenses  during the  reporting  periods.  Significant  estimates
primarily include the allowance for doubtful accounts and unguaranteed  residual
values.  In addition,  management is required to disclose  contingent assets and
contingent liabilities. Actual results could differ from those estimates.

     Leases  and  Revenue  Recognition  - The  Partnership  accounts  for  owned
equipment  leased to third  parties  as finance  leases,  leveraged  leases,  or
operating leases,  as appropriate.  Initial direct costs are capitalized and are
amortized over the terms of the related leases using the interest method.

     For finance leases, the Partnership records, at the inception of the lease,
the total minimum lease payments receivable, the estimated unguaranteed residual
values,  the initial direct costs related to the leases and the related unearned
income. Unearned income represents the difference between the sum of the minimum
lease payments  receivable  plus the estimated  unguaranteed  residual minus the
cost of the leased  equipment.  Unearned  income is recognized as finance income
over the terms of the related leases using the interest method.

     The  Partnership's  net investment in leveraged  leases consists of minimum
lease payments receivable,  the estimated  unguaranteed  residual values and the
initial  direct  costs  related to the leases,  net of the  unearned  income and
principal  and interest on the related  non-recourse  debt.  Unearned  income is
recognized  as  income  from  leveraged  leases  over the life of the lease at a
constant rate of return on the positive net investment.

     For  operating  leases,  equipment  is  recorded  and  depreciated  on  the
straight-line  method  over the lease term to its  estimated  residual  value at
lease termination and is subject to the Partnership's impairment policy. Related
lease  rentals are  recognized on the straight line method over the lease terms.
Billed and uncollected operating lease receivables are included in other assets.

     Investments in Unguaranteed  Residual Values - The Partnership  carries its
investments in the future  estimated  unguaranteed  residual values of assets at
cost,  which is equal to or less than fair value,  subject to the  Partnership's
policy relating to impairments of residuals as discussed below.  Gains or losses
will be recognized upon the sale or disposition of the investments.

     Investments  in Options - The  Partnership  carries  its  investment  in an
option to purchase equipment at cost, which is equal to or less than fair value,
subject to the Partnership's policy relating to impairment discussed below. Gain
or loss will be recognized upon the sale or disposition of the investment.

     Impairment  - Residual  values of the  Partnership's  asset  portfolio  are
periodically  reviewed to determine  whether events or changes in  circumstances
indicate that the carrying value of an asset may not be recoverable.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset may be  impaired  are (i) the  estimated  fair value of the  underlying
equipment is less than the  Partnership's  carrying  value or (ii) the lessee is
experiencing  financial  difficulties  and it does not  appear  likely  that the
estimated  proceeds from  disposition of the asset will be sufficient to satisfy
the  remaining  obligation  to the  non-recourse  lender  and the  Partnership's
residual  position.  Generally in the latter  situation,  the residual  position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental  payments  directly to the lender and the Partnership
does not recover its residual until the  non-recourse  note obligation is repaid
in full.
<PAGE>

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

                                December 31, 2003

     An  impairment  loss is  measured  and  recognized  only  if the  estimated
undiscounted  future cash flows of the asset are less than their net book value.
The  estimated  undiscounted  future  cash  flows  are the sum of the  estimated
residual  value of the asset at the end of the asset's  expected  holding period
and estimates of undiscounted  future rents.  The residual value assumes,  among
other things,  that the asset is utilized normally in an open,  unrestricted and
stable market.  Short-term  fluctuations in the market place are disregarded and
it is assumed  that  there is no  necessity  either to dispose of a  significant
number of the assets  simultaneously,  if held in quantity, or to dispose of the
asset quickly.  Impairment is measured as the difference  between the fair value
of the assets and its carrying value on the measurement date.

     Credit  Risk  -  Financial   instruments  that   potentially   subject  the
Partnership to  concentrations of credit risk include cash and cash equivalents,
direct finance lease receivables and accounts receivable. The Partnership places
its cash deposits and temporary cash investments with creditworthy, high quality
financial  institutions.  The  concentration of such deposits and temporary cash
investments  is not  deemed to  create a  significant  risk to the  Partnership.
Accounts  receivable  represent amounts due from lessees in various  industries,
related to equipment on operating and direct financing leases.

     The  Partnership  records a provision for doubtful  accounts to provide for
estimated credit losses in its portfolio. The allowance for doubtful accounts is
based on an analysis of delinquency,  an assessment of overall risk and a review
of historical loss experience. The Partnership's write-off policy is based on an
analysis  of  the  aging  of  the  Partnership's  portfolio,  a  review  of  the
non-performing  receivables  and leases,  and prior  collection  experience.  An
account is fully  reserved for or written-off  when the analysis  indicates that
the probability of collection of the account is remote.

     Partnership  Activities  During 2003 - During 2003, the  Partnership and an
affiliate,  ICON Income Fund Nine, LLC ("Fund Nine"), formed a joint venture for
the purpose of acquiring a McDonnell Douglas DC 10-30F aircraft subject to lease
with Fedex Corporation.  The Partnership and Fund Nine have 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 the
affiliate desires to sell its interest in the equipment or in the joint venture.
The  Partnership  is the majority  owner and the joint venture is  consolidated,
with the other joint venturer's interest reflected on the Partnership's  balance
sheet as "Minority  interest in joint venture".  (See Note 3 to the consolidated
financial statements.)

     Partnership  Activities During 2002 - In early 2002, the Partnership formed
ICON Aircraft 123 LLC as a wholly owned  subsidiary for the purpose of acquiring
all of the outstanding  shares of Alpha Aircraft Leasing Limited  ("A.A.L."),  a
Cayman Islands registered company, which owns, through an owner trust, an Airbus
A340-313X  aircraft which is on lease to Cathay Pacific  through March 2006. The
stock was  acquired in the first  quarter of 2002 for  $4,250,000  in cash.  The
aircraft  owned  by  A.A.L.  is  subject  to   non-recourse   debt  provided  by
unaffiliated  lenders.  The lenders have a security interest in the aircraft and
an assignment of the rentals under the lease. The fair value of the aircraft was
estimated to be $75,263,566 at the date of acquisition and the principal balance
of the non-recourse debt was $70,495,058 at such date.

     Also during 2002,  the  Partnership  and Fund Nine,  formed  several  joint
ventures  for  the  purpose  of  acquiring  and  managing  various  assets.  The
Partnership  has a right  of first  refusal  to  purchase  the  equipment,  on a
pro-rata basis,  if the affiliate  desires to sell its interest in the equipment
or in the joint venture.  Where the Partnership is the majority owner, the joint
venture is consolidated,  with the other joint venturer's  interest reflected on
the Partnership's  balance sheet as "Minority interest in joint venture". In the
instance  where the  Partnership  is not the majority  owner,  the investment is



<PAGE>

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

                                December 31, 2003

accounted  for  following  the  equity   method.   The  net  investment  in  the
unconsolidated  joint venture is recorded on the Partnership's  balance sheet as
"Investment in unconsolidated joint venture", with the summarized financial data
of the  unconsolidated  joint venture  presented in Note 3 to the  Partnership's
consolidated financial statements. The Partnership's share of equity, income and
distributions (if any) are also presented in Note 3. The Partnership's  share of
income of the  non-consolidated  joint  venture is reflected on the statement of
operations as income from investment in joint venture.

Recent Accounting Pronouncements

     In April 2003, the FASB issued SFAS No. 149,  Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
accounting for derivative instruments,  including certain derivative instruments
embedded in other contracts,  and for hedging activities under SFAS No. 133. The
Statement  requires that contracts with comparable  characteristics be accounted
for  similarly and clarifies  when a derivative  contains a financing  component
that warrants special  reporting in the statement of cash flows. SFAS No. 149 is
effective for contracts  entered into or modified after June 30, 2003, except in
certain circumstances,  and for hedging relationships  designated after June 30,
2003.  The  adoption  of this  standard  did not have a  material  effect on the
Partnership's financial position or results of operations.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  in  its
statements   of  financial   position   certain   financial   instruments   with
characteristics  of both  liabilities  and equity.  It  requires  that an issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset in some  circumstances)  because  that  financial  instrument  embodies an
obligation of the issuer. This Statement is effective for financial  instruments
entered into or modified  after May 31, 2003,  and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003,  except for
mandatorily   redeemable  financial  instruments  of  nonpublic  entities.   For
nonpublic  entities,  the effective  date of the provisions of SFAS No. 150 that
relate to mandatorily  redeemable financial  instruments has been deferred until
fiscal years that begin after  December 31, 2003.  The adoption of this standard
is not  expected  to  have a  material  effect  on the  Partnership's  financial
position  or results of  operations.

     In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities,  an  Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46  provides  guidance  on how to  identify  a variable  interest
entity,  or VIE, and  determine  when the assets,  liabilities,  non-controlling
interests,  and results of  operations  of a VIE must be included in a company's
consolidated financial statements. A company that holds variable interests in an
entity is required to  consolidate  the entity if the company's  interest in the
VIE is such that the company will absorb a majority of the VIE's expected losses
and/or receive a majority of the entity's  expected  residual  returns,  if any.
VIE's  created  after  January 31,  2003,  but prior to January 1, 2004,  may be
accounted  for  either  based  on the  original  interpretation  or the  Revised
Interpretations.  However, the Revised  Interpretations must be applied no later
than the first quarter of fiscal year 2004.  VIE's created after January 1, 2004
must be  accounted  for under  the  Revised  Interpretations.  There has been no
material  impact  to the  Partnership's  financial  statements  and  there is no
expected  impact  from the  adoption  of the  deferred  provisions  in the first
quarter of fiscal year 2004.

     The Partnership  does not believe that any other recently  issued,  but not
yet effective, accounting standards will have a material effect on the Company's
financial position or results of operations.
<PAGE>

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

                                December 31, 2003

Item 7A.  Qualitative and Quantitative Disclosures About Market Risk
          -----------------------------------------------------------

     The  Partnership is exposed to certain market risks,  including  changes in
interest rates and the demand for equipment (and the related residuals) owned by
the  Partnership.  Except as  discussed  below,  the  Partnership  believes  its
exposure to other market risks is insignificant  to both its financial  position
and results of operations.

     The Partnership manages its interest rate risk by obtaining fixed rate debt
for the  majority  of its  borrowings.  The fixed rate debt  service  obligation
streams are generally  matched by fixed rate lease receivable  streams generated
by the Partnership's lease investments.

     The  Partnership  manages its  exposure to equipment  and residual  risk by
monitoring the equipment  leasing market and  maximizing  re-marketing  proceeds
through either re-leasing or sale of equipment.

<PAGE>

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

                                December 31, 2003

Item 8.  Consolidated Financial Statements
         ---------------------------------

                          Index to Financial Statements

<TABLE>
<CAPTION>


                                                                                          Page Number
                                                                                          -----------

<S>                                                                                             <C>
Independent Auditors' Reports                                                                   16-17

Consolidated Balance Sheets as of December 31, 2003 and 2002                                       18

Consolidated Statements of Operations for the Years Ended December 31, 2003, 2002
  and 2001                                                                                         19

Consolidated Statements of Changes in Partners' Equity for the Years Ended
  December 31, 2001, 2002 and 2003                                                                 20

Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002
  and 2001                                                                                      21-23

Notes to Consolidated Financial Statements                                                      24-37

</TABLE>

<PAGE>







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

                        Consolidated Financial Statements

                      For the Years Ended December 31, 2003

                  (With Independent Auditors' Reports Thereon)

<PAGE>











The Partners
ICON Income Fund Eight B L.P.

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

We have audited the accompanying  consolidated balance sheet of ICON Income Fund
Eight B L.P. (a Delaware  limited  partnership)  and subsidiaries as of December
31, 2003 and 2002 and the related consolidated statements of operations, changes
in partners' equity and cash flows for each of the two years in the period ended
December  31,   2003.   These   consolidated   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  Unites  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of ICON Income Fund
Eight B L.P. and  subsidiaries  as of December 31, 2003 and 2002 and the results
of their operations and their cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.



/s/ Hays & Company LLP

March 19, 2004
New York, New York


<PAGE>

                          Independent Auditors' Report
                          ----------------------------

The Partners
ICON Income Fund Eight B L.P.:

We  have  audited  the  accompanying   consolidated  statements  of  operations,
partners'  equity,  and cash flows of ICON  Income Fund Eight B L.P. (a Delaware
limited  partnership) for the year ended December 31, 2001.  These  consolidated
financial statements are the responsibility of the Partnership's management. Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects the results of the  operations  and the cash
flows of ICON Income Fund Eight B L.P. for the year ended  December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.

/s/KPMG LLP

April 15, 2002

<PAGE>

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

                           Consolidated Balance Sheets

                           December 31, 2003 and 2002



<TABLE>
<CAPTION>
                                                         2003                 2002
                                                         ----                 ----

         Assets

<S>                                                    <C>                 <C>
Cash and cash equivalents                              $      1,760,803    $     8,499,026
                                                       ----------------    ---------------

Investments in finance leases
   Minimum rents receivable                                  15,192,886         24,504,820
   Estimated unguaranteed residual values                     1,737,662          2,711,893
   Initial direct costs, net                                    194,985            457,189
   Unearned income                                           (1,974,924)        (3,824,928)
                                                       ----------------    ---------------
                                                             15,150,609         23,848,974
                                                       ----------------    ----------------

Investments in operating leases
   Equipment, at cost                                       192,627,477        166,325,943
   Accumulated depreciation                                 (39,374,434)       (23,591,192)
                                                       ----------------    ----------------
                                                            153,253,043        142,734,751
                                                       ----------------    --------------

Equipment held for sale or lease, net                           311,669          1,211,669
                                                       ----------------    ---------------

Investment in unguaranteed residual values                      409,586          2,342,589
Investment in option                                          2,100,000          2,100,000
Investments in unconsolidated joint ventures                  6,382,227          7,290,793
Due from affiliates, net                                        167,170              3,532
Other assets, net                                             1,212,013          1,377,413
                                                       -----------------   ---------------

Total assets                                           $    180,747,120    $   189,408,747
                                                       ================    ===============

         Liabilities and Partners' Equity

Notes payable - non-recourse                           $    132,938,722    $   133,231,339
Notes payable - recourse                                      2,000,000            400,000
Due to affiliates, net                                           98,203            224,167
Deferred rental income                                        1,255,076            534,840
Equipment sales advances                                      1,361,506            402,926
Security deposits and other liabilities                       1,377,023            460,133
Minority interest in consolidated joint ventures              1,352,621          1,334,947
                                                       ----------------    ---------------
                                                            140,383,151        136,588,352
                                                       ----------------    ---------------
Commitment and Contingencies

Partners' equity (deficiency)
   General Partner                                             (247,872)          (125,713)
   Limited Partners (745,491.39 and 748,445.85 units
     outstanding, $100 per unit original issue price)        40,611,841         52,946,108
                                                       ----------------    ---------------

Total partners' equity                                       40,363,969         52,820,395
                                                       ----------------    ---------------

Total liabilities and partners' equity                 $    180,747,120    $   189,408,747
                                                       ================    ===============


</TABLE>





See accompanying notes to consolidated financial statements.
<PAGE>

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

                      Consolidated Statements of Operations

              For the Years Ended December 31, 2003, 2002 and 2001


<TABLE>
<CAPTION>

                                                          2003                2002                2001
                                                          ----                ----                ----

<S>                                                       <C>                <C>                 <C>
Revenues

   Rental income                                          $    21,965,472    $     22,003,284    $    17,200,188
   Finance income                                               2,013,276           2,743,775          2,333,641
   Gain from sale of investment in
     joint venture to an affiliate                                 -                     -               327,341
   Interest income and other                                       30,857              63,207            234,178
   Net gains on sales of equipment                                798,490             275,489             92,695
   Income from investment in
     unconsolidated joint ventures                                341,992             381,606             43,953
                                                          ---------------     ---------------    ---------------

   Total revenues                                              25,150,087          25,467,361         20,231,996
                                                          ---------------     ---------------    ---------------


Expenses

   Depreciation                                                16,896,463          14,171,054         11,680,535
   Impairment loss                                                900,000               -                    -
   Interest                                                     7,486,199           7,249,407          5,010,154
   Management fees - General Partner                            2,008,870           2,137,679          1,344,637
Administrative expense
     reimbursements - General Partner                             936,605             966,832            572,981
   Aircraft maintenance                                           745,872             -                     -
   General and administrative                                   1,277,570             580,106            400,323
   Amortization of initial direct costs                           229,278             288,917            212,748
Minority interest expense                                        (149,561)            210,263            190,509

   Total expenses                                              30,331,296          25,604,258         19,411,887
                                                          ---------------    ----------------    ---------------

Net (loss) income                                         $    (5,181,209)   $       (136,897)   $       820,109
                                                          ===============    ================    ===============

Net (loss) income allocable to:
   Limited partners                                       $    (5,129,397)   $       (135,528)   $       811,908
   General partner                                                (51,812)             (1,369)             8,201
                                                          ---------------    ----------------    ---------------

                                                          $    (5,181,209)   $       (136,897)   $       820,109
                                                          ===============    =================   ===============

Weighted average number of limited
   partnership units outstanding                                  747,189             749,475            502,536
                                                          ===============    ================    ===============

Net (loss) income per weighted average
   limited partnership unit                               $         (6.86)   $          (.18)    $          1.62
                                                          ===============    ===============     ===============

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

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

             Consolidated Statements of Changes in Partners' Equity

              For the Years Ended December 31, 2001, 2002 and 2002


<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, 2001                                                  $    18,765,497  $     (1,316) $   18,764,181

Proceeds from issuance
  of limited partnership
  units (530,186.35 units)                                              53,018,635       -            53,018,635

Sales and offering expenses                                             (6,407,516)       -           (6,407,516)

Cash distributions to partners        $  8.20       $  1.62             (4,932,964)      (49,845)     (4,982,809)

Net income                                                                 811,908         8,201         820,109
                                                                   ---------------   -----------    ------------

Balance at
  December 31, 2001                                                     61,255,560       (42,960)     61,212,600

Limited partnership units
  redeemed (1,554.15 units)                                               (116,949)          -          (116,949)

Cash distributions to partners        $ 10.75       $  -                (8,056,975)      (81,384)     (8,138,359)

Net loss                                                                  (135,528)       (1,369)       (136,897)
                                                                   ---------------   -----------   --------------

Balance at
  December 31, 2002                                                     52,946,108      (125,713)     52,820,395

Limited partnership units
  redeemed (2,954.46 units)                                               (196,571)         -           (196,571)

Cash distributions to partners        $  9.32       $  -                (7,008,299)      (70,347)     (7,078,646)

Net loss                                                                (5,129,397)      (51,812)     (5,181,209)
                                                                   ---------------  ------------    ------------

Balance at
  December 31, 2003                                                $    40,611,841  $   (247,872) $   40,636,969
                                                                   ===============  ============   =============

</TABLE>


See accompanying notes to consolidated financial statements.
<PAGE>

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

                      Consolidated Statements of Cash Flows

              For the Years Ended December 31, 2003, 2002 and 2001



<TABLE>
<CAPTION>

                                                                 2003            2002              2001
                                                                 ----            ----              ----

<S>                                                           <C>               <C>              <C>
Cash flows from operating activities:

   Net (loss) income                                          $    (5,181,209)  $      (136,897) $       820,109
                                                              ---------------   ---------------  ---------------
   Adjustments to reconcile net (loss) income to
     net cash (used in) provided by operating activities:
       Finance income paid directly to lenders by lessees          (1,087,564)       (1,351,387)        (732,737)
       Depreciation                                                16,896,463        14,171,054       11,680,535
       Impairment loss                                                900,000                -                 -
       Amortization of initial direct costs                           229,278           288,917          212,748
       Minority interest expense                                     (149,561)          210,263          190,509
       Gain from sale of investment in joint venture                         -               -          (327,341)
       Income from investment in unconsolidated
          joint venture                                              (341,992)         (381,606)         (43,953)
       Net gains on sales of equipment                               (798,490)         (275,489)         (92,695)
       Rental income paid directly to lender by lessees           (20,680,057)      (19,268,406)     (16,181,472)
       Interest expense on non-recourse financing
         paid directly by lessees                                   5,987,533         6,822,451        4,620,569
Changes in operating assets and liabilities:
         Collection of principal -
            non-financed receivables                                1,853,879         2,438,584        3,148,917
         Due from affiliates, net                                    (163,638)          224,167            -
         Other assets, net                                            165,400         1,537,853         (214,459)
         Due to affiliates, net                                      (125,964)           82,651          (86,183)
         Deferred rental income                                       175,090           534,840            -
         Security deposits and other liabilities                      513,964          (406,544)         917,220
                                                                -------------     -------------     ------------

           Total adjustments                                        3,374,341         4,627,348        3,091,658
                                                                -------------     -------------     ------------

       Net cash (used in) provided by operating activities         (1,806,868)        4,490,451        3,911,767
                                                                -------------     -------------     ------------

Cash flows from investing activities:
   Proceeds from sales of equipment                                 4,358,594         1,938,170          629,514
   Advances received for sale of equipment                          1,361,506           402,926              -
   Distribution received from unconsolidated joint ventures         1,245,127         1,252,443              -
   Receipt of cash held in escrow                                        -           13,723,196      (13,723,196)
   Equipment purchased                                             (3,076,564)       (4,250,000)     (11,372,506)
   Investment in option                                                                    -          (1,700,000)
   Proceeds from sale of unguaranteed residual                      1,933,003            63,539              -
   Investment in joint venture                                           -           (4,516,929)      (3,273,407)
   Investment in unguaranteed residual values                            -                 -          (2,406,128)
   Initial direct costs paid                                             -           (2,242,352)      (1,239,802)
   Prepaid initial direct costs included in other assets                 -                 -          (2,237,025)
   Distribution to minority interest in joint venture                (288,269)         (559,605)           -
                                                                -------------     -------------      ------------

     Net cash provided by (used in) investing activities            5,533,397         5,811,388      (35,322,550)
                                                                -------------     -------------      ------------

</TABLE>

                                                        (continued on next page)

<PAGE>

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

                Consolidated Statements of Cash Flows (Continued)

              For the Years Ended December 31, 2003, 2002 and 2001



<TABLE>
<CAPTION>

                                                                     2003            2002               2001
                                                                     ----            ----               ----

<S>                                                                  <C>          <C>                <C>
Cash flows from financing activities:
   Proceeds from non-recourse borrowings                                   -          3,593,693              -
   Issuance  of limited
    partnership units,
     net of offering expenses                                              -               -          46,611,119
   Proceeds from notes payable - recourse                            2,000,000             -           2,500,000
   Payment of notes payable - recourse                               (400,000)       (2,500,000)      (7,000,000)
   Payment of non-recourse borrowings                              (5,179,053)         (325,850)      (1,348,581)
   Cash distributions to partners                                  (7,078,646)       (8,138,359)      (4,982,809)
   Redemption of limited partnership units                           (196,571)         (116,949)             -
   Minority interest contributions, net                               389,518              -                 -
                                                              ---------------   ---------------  ---------------

       Net cash (used in) provided
         by financing activities                                  (10,464,752)       (7,487,465)      35,779,729

Net (decrease) increase in cash and cash equivalents               (6,738,223)        2,814,374        4,368,946

Cash and cash equivalents at beginning of the year                  8,499,026         5,684,652        1,315,706
                                                              ---------------   ---------------  ---------------

Cash and cash equivalents at end of year                      $     1,760,803   $     8,499,026  $     5,684,652
                                                              ===============   ===============  ===============


</TABLE>
                                                        (continued on next page)

<PAGE>








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

                Consolidated Statements of Cash Flows (Continued)

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

     For the years ended December 31, 2003, 2002 and 2001.


<TABLE>
<CAPTION>


                                                                      2003             2002              2001
                                                                      ----             ----              ----

<S>                                                             <C>               <C>              <C>
Value of equipment and receivables acquired in
   exchange for debt                                            $     24,211,080  $    70,495,058  $     30,693,861
                                                                ----------------  ---------------  ----------------
Non-recourse notes payable and promissory
   note assumed in purchase of equipment and receivables             (24,211,080)     (70,495,058)      (30,693,861)
                                                                ----------------  ---------------  ----------------

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

Principal and interest on direct finance receivables
   paid directly to lenders by lessees                          $      4,086,974  $     4,937,811  $      1,030,007
Rental income on operating lease receivables paid
   directly to lenders by lessees                                     20,680,057       19,268,406        16,181,472
Deferred income on operating lease receivables paid
   directly to lenders by lessees                                        545,146              -               -
Principal and interest paid directly to lenders by lessees           (25,312,177)     (24,206,217)     (17,211,479)
                                                                ----------------  ---------------  ---------------

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


Interest paid directly to lenders by lessees pursuant to
   non-recourse financings                                      $      5,987,533  $     6,822,451  $      4,620,569

Interest accrued                                                         200,000              -              66,710

Other interest paid                                                    1,298,666          426,956           322,875
                                                                ----------------  ---------------- ----------------

Total interest expense                                          $      7,486,199  $     7,249,407  $      5,010,154
                                                                ================  ===============  ================

</TABLE>












See accompanying notes to consolidated financial statements.


<PAGE>

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

                   Notes to Consolidated Financial Statements

              For the Years Ended December 31, 2003, 2002 and 2001

1.   Organization

     ICON Income Fund Eight B L.P. (the "Partnership") was formed on February 7,
2000 as a Delaware limited partnership with an initial capitalization of $2,000.
It was primarily  formed to acquire various types of equipment  subject to lease
with third parties.  The  Partnership's  maximum offering was  $75,000,000.  The
Partnership  commenced business operations on its initial closing date, June 14,
2000,  with the admission of limited  partners  representing  15,815.51  limited
partnership units at the offering price of $100 per unit aggregating  $1,581,551
of capital  contributions.  As of October  17,  2001 (the final  closing  date),
734,184.49  additional  units  had  been  admitted  into  the  Partnership  with
aggregate gross proceeds of $73,418,449  bringing the total admission to 750,000
units totaling  $75,000,000 in capital  contributions.  The Partnership redeemed
2,954.46  and  1,554.15  units  during  2003  and  2002,   respectively  leaving
745,491.39 limited partnership units outstanding at December 31, 2003.

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
objective of the  Partnership is to obtain the maximum  economic return from its
equipment leasing investments.  To achieve this objective, the Partnership:  (1)
invests in a diversified  portfolio of low  obsolescence  equipment  having long
lives and high residual  values;  (2) makes periodic cash  distributions  to its
partners,  continuing through the Reinvestment Period, which will end on October
17, 2009; (3) re-invest substantially all undistributed cash from operations and
cash from sales of equipment and financing  transactions during the Reinvestment
Period; and (4) sell the Partnership's  investments and distribute the cash from
sales of such  investments  to its  partners  after the end of the  Reinvestment
Period.

     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 a management agreement with the Partnership.

     ICON  Securities  Corp., an affiliate of the General  Partner,  received an
underwriting  commission  from the gross  proceeds from sales of all units.  The
General  Partner  received  organization  and offering  expenses  from the gross
proceeds  of  such  sales  The  total  underwriting  compensation  paid  by  the
Partnership,  including underwriting commissions,  sales commissions,  incentive
fees, public offering expense  reimbursements  and due diligence  activities was
limited to 13.5% of gross  proceeds up to  $25,000,000,  12.5% of gross proceeds
from  $25,000,001 to $50,000,000 and 11.5% of gross proceeds from $50,000,001 to
$75,000,000. Such offering expenses aggregated $9,375,000,  including $2,166,025
and $1,208,975  paid to the General  Partner or its affiliates in 2001 and 2000,
respectively (see Note 9) and were charged directly to limited partners' equity.

     Profits,  losses,  cash  distributions  and  disposition  proceeds  will be
allocated 99% to the limited  partners and 1% to the General  Partner until each
limited  partner  has  received  cash  distributions  and  disposition  proceeds
sufficient  to reduce  its  adjusted  capital  contribution  account to zero and
receive, in addition, other distributions and allocations which would provide an
8% per annum cumulative return on its outstanding  adjusted capital contribution
account. After such time, the distributions will be allocated 90% to the limited
partners and 10% to the General Partner.

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

2.   Significant Accounting Policies

     Use of Estimates - The  preparation  of financial  statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  at the date of the financial  statements and
revenues  and  expenses  during  the  reporting  period.  Significant  estimates
primarily include the allowance for doubtful accounts and unguaranteed  residual
values.  In addition,  management is required to disclose  contingent assets and
contingent liabilities. Actual results could differ from those estimates.

     Consolidation - The consolidated  financial statements include the accounts
of the  Partnership  and its  majority  owned  subsidiaries.  All  inter-company
accounts and transactions have been eliminated in consolidation. The Partnership
accounts for its interests in 50% or less owned joint  ventures 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.

     Cash and Cash  Equivalents - Cash and cash  equivalents are defined as cash
in banks and highly liquid  investments  with original  maturity  dates of three
months or less. The Partnership's cash and cash equivalents are held principally
at one financial institution and at times may exceed insured limits.

     Leases  and  Revenue  Recognition  - The  Partnership  accounts  for  owned
equipment  leased to third parties as finance leases,  or operating  leases,  as
appropriate.  Initial  direct costs are  capitalized  and are amortized over the
terms of the related leases using the interest method.

     For finance leases, the Partnership records, at the inception of the lease,
the total minimum lease payments receivable, the estimated unguaranteed residual
values,  the initial direct costs related to the leases and the related unearned
income. Unearned income represents the difference between the sum of the minimum
lease payments  receivable  plus the estimated  unguaranteed  residual minus the
cost of the leased  equipment.  Unearned  income is recognized as finance income
over the terms of the related leases using the interest method.

     For  operating  leases,  equipment  is  recorded  and  depreciated  on  the
straight-line  method  over the lease term to its  estimated  residual  value at
lease termination and is subject to the Partnership's impairment policy. Related
lease  rentals are  recognized on the straight line method over the lease terms.
Billed and uncollected operating lease receivables are included in other assets.

     Equipment Held for Sale or Lease - This equipment is carried at cost,  less
accumulated  depreciation,  subject  to the  Partnership's  impairment  policies
discussed below.

     Investments  in Options - The  Partnership  carries  its  investment  in an
option to purchase equipment at cost, which is equal to or less than fair value,
subject to the Partnership's policy relating to impairment. Gain or loss will be
recognized upon the sale or disposition of the investment.

     Impairment  - Residual  values of the  Partnership's  asset  portfolio  are
periodically  reviewed to determine  whether events or changes in  circumstances
indicate that the carrying value of an asset may not be recoverable.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset may be  impaired  are (i) the  estimated  fair value of the  underlying
equipment is less than the  Partnership's  carrying  value or (ii) the lessee is
experiencing  financial  difficulties  and it does not  appear  likely  that the
estimated  proceeds from  disposition of the asset will be sufficient to satisfy
the  remaining  obligation  to the  non-recourse  lender  and the  Partnership's
residual  position.  Generally in the latter  situation,  the residual  position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental  payments  directly to the lender and the Partnership
does not recover its residual until the  non-recourse  note obligation is repaid
in full.

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

     An  impairment  loss is  measured  and  recognized  only  if the  estimated
undiscounted  future cash flows of the asset are less than their net book value.
The  estimated  undiscounted  future  cash  flows  are the sum of the  estimated
residual  value of the asset at the end of the asset's  expected  holding period
and estimates of undiscounted  future rents.  The residual value assumes,  among
other things,  that the asset is utilized normally in an open,  unrestricted and
stable market.  Short-term  fluctuations in the market place are disregarded and
it is assumed  that  there is no  necessity  either to dispose of a  significant
number of the assets,  simultaneously if held in quantity,  or to dispose of the
asset quickly.  Impairment is measured as the difference  between the fair value
of the assets and its carrying value on the measurement date.

     Credit  Risk  -  Financial   instruments  that   potentially   subject  the
Partnership to  concentrations of credit risk include cash and cash equivalents,
direct finance lease receivables and accounts receivable. The Partnership places
its cash deposits and temporary cash investments with creditworthy, high quality
financial  institutions.  The  concentration of such deposits and temporary cash
investments  is not  deemed to  create a  significant  risk to the  Partnership.
Accounts  receivable  represent amounts due from lessees in various  industries,
related to equipment on operating and direct financing leases.

     The  Partnership  records a provision for doubtful  accounts to provide for
estimated credit losses in its portfolio. The allowance for doubtful accounts is
based on an analysis of delinquency,  an assessment of overall risk and a review
of historical loss experience. The Partnership's write-off policy is based on an
analysis  of  the  aging  of  the  Partnership's  portfolio,  a  review  of  the
non-performing  receivables  and leases,  and prior  collection  experience.  An
account is fully  reserved for or written-off  when the analysis  indicates that
the probability of collection of the account is remote.

     Investments in Unguaranteed  Residual Values - The Partnership  carries its
investments in the future  estimated  unguaranteed  residual values of assets at
recovered  cost,  which is equal to or less  than  fair  value,  subject  to the
Partnership's policy relating to impairments of residuals.  Gains or losses will
be recognized upon the sale or disposition of the investments.

     Fair Value of Financial  Instruments  - Statement  of Financial  Accounting
Standards  ("SFAS")  No.  107,  "Disclosures  About  Fair  Values  of  Financial
Instruments,"   requires   disclosures   about  the  fair  value  of   financial
instruments,   except  for  lease  related  assets  and  liabilities.   Separate
disclosure  of fair value  information  as of  December  31,  2003 and 2002 with
respect to the Partnership's  assets and liabilities is not separately  provided
since  (i)  SFAS No.  107  does not  require  fair  value  disclosures  of lease
arrangements and (ii) the carrying value of financial  assets,  other than lease
related  investments,  and the recorded  value of payables  approximates  market
value.

     Redemption of Limited  Partnership Units - The General Partner consented to
the  Partnership  redeeming  2,954.46 and  1,554.15  units during 2003 and 2002,
respectively.  The  redemption  amounts are  calculated  following the specified
redemption formula in accordance with the Partnership Agreement.  Redeemed units
have no  voting  rights  and do not  share  in  distributions.  The  Partnership
Agreement  limits the number of units  which can be redeemed in any one year and
redeemed  units may not be  reissued.  Redeemed  limited  partnership  units are
accounted for as a deduction from partners' equity.

     Income Taxes - No provision  for income taxes has been  recorded  since the
liability  for  such  taxes  is that of each of the  partners  rather  than  the
Partnership.  The Partnership's income tax returns are subject to examination by
the federal and state taxing authorities,  and changes, if any, could adjust the
individual income taxes of the partners.

     Reclassifications  - Certain items from prior years have been  reclassified
to conform to the 2003 classifications.

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

     Recent Accounting  Pronouncements - In April 2003, the FASB issued SFAS No.
149,   Amendment  of  Statement  133  on  Derivative   Instruments  and  Hedging
Activities.  SFAS  No.  149  amends  and  clarifies  accounting  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts, and for hedging activities under SFAS No. 133. The Statement requires
that contracts with  comparable  characteristics  be accounted for similarly and
clarifies when a derivative contains a financing component that warrants special
reporting  in the  statement  of cash  flows.  SFAS  No.  149 is  effective  for
contracts  entered  into or  modified  after  June 30,  2003,  except in certain
circumstances, and for hedging relationships designated after June 30, 2003. The
adoption  of this  standard  did not have a  material  effect  on the  Company's
financial position or results of operations.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  in  its
statements   of  financial   position   certain   financial   instruments   with
characteristics  of both  liabilities  and equity.  It  requires  that an issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset in some  circumstances)  because  that  financial  instrument  embodies an
obligation of the issuer. This Statement is effective for financial  instruments
entered into or modified  after May 31, 2003,  and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003,  except for
mandatorily   redeemable  financial  instruments  of  nonpublic  entities.   For
nonpublic  entities,  the effective  date of the provisions of SFAS No. 150 that
relate to mandatorily  redeemable financial  instruments has been deferred until
fiscal years that begin after  December 31, 2003.  The adoption of this standard
is not expected to have a material effect on the Company's financial position or
results of operations.

     In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities,  an  Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46  provides  guidance  on how to  identify  a variable  interest
entity,  or VIE, and  determine  when the assets,  liabilities,  non-controlling
interests,  and results of  operations  of a VIE must be included in a company's
consolidated financial statements. A company that holds variable interests in an
entity is required to  consolidate  the entity if the company's  interest in the
VIE is such that the company will absorb a majority of the VIE's expected losses
and/or receive a majority of the entity's  expected  residual  returns,  if any.
VIEs  created  after  January  31,  2003,  but prior to January 1, 2004,  may be
accounted  for  either  based  on the  original  interpretation  or the  Revised
Interpretations.  However, the Revised  Interpretations must be applied no later
than the first  quarter of fiscal year 2004.  VIEs created after January 1, 2004
must be  accounted  for under  the  Revised  Interpretations.  There has been no
material impact to the Company's  financial  statements and there is no expected
impact from the  adoption of the  deferred  provisions  in the first  quarter of
fiscal year 2004.

     The Company does not believe that any other  recently  issued,  but not yet
effective,  accounting  standards  will have a material  effect on the Company's
financial position or results of operations.

3.   Joint Ventures

     The Partnership and its affiliates, entities in which ICON Capital Corp, is
also the general  partner formed seven ventures  discussed below for the purpose
of acquiring and managing  various  assets.  The  Partnership and its affiliates
have  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
interests in the equipment.

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

Consolidated Joint Ventures

     The three ventures  described below are majority owned and are consolidated
with  the  Partnership.  The  Partnership's  consolidated  financial  statements
include  100% of the  assets  and  liabilities,  as well as 100% of the  related
revenues  and  expenses  of these  ventures.  The  interests  of ICON  Cash Flow
Partners  L.P.  Six ("L.P.  Six"),  ICON Cash Flow  Partners  L.P.  Seven ("L.P.
Seven") and ICON Income Fund Eight A L.P.  ("Fund Eight A") and ICON Income Fund
Nine, LLC ("Fund Nine") in the related ventures, have been reflected as minority
interests in consolidated joint ventures on the consolidated  balance sheets and
consolidated statements of operations.

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

     In December  2000, the  Partnership  and three  affiliates,  L.P. Six, L.P.
Seven and Fund  Eight-A  formed  ICON  Cheyenne  LLC ("ICON  Cheyenne")  for the
purpose of acquiring a portfolio of leases for an  aggregate  purchase  price of
$29,705,716,  the purchase price  consisted of $11,401,151 and the assumption of
non-recourse  debt of $18,304,565.  The non-recourse debt is structured so as to
be  amortized  with rentals due under the leases.  The leases  expire on various
dates through  September 2006. The  Partnership,  L.P. Seven,  L.P. Six and Fund
Eight A have ownership interests of 87.69%, 10.31%, 1.0% and 1.0%, respectively,
in ICON Cheyenne.

     The  Partnership's  consolidated  financed  statements  include 100% of the
assets and  liabilities as well as 100% of the related  revenues and expenses of
ICON Cheyenne.  The interests of L.P.  Seven,  L.P. Six and Fund Eight A in ICON
Cheyenne  have been  reflected as minority  interests  in joint  ventures on the
consolidated  balance sheets and minority  interest  expense on the consolidated
statements of operations.

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

     In 2000, the Partnership  and two affiliates,  L.P. Seven and Fund Eight A,
formed  ICON  Aircraft  24846 LLC ("ICON  Aircraft  24846")  for the  purpose of
acquiring  an  investment  in  a  767-300  ER  aircraft   originally  leased  to
Scandinavian  Airline Systems  ("SAS") for a purchase price of $44,515,416.  The
purchase  price  was  funded  with  cash of  $2,241,371  and the  assumption  of
non-recourse  debt of $42,274,045.  The lenders have a security  interest in the
aircraft and an assignment  of the rental  payments  under the lease.  The lease
with SAS  expired in March 2003,  at which time the balance of the  non-recourse
debt outstanding was approximately $34,500,000.  The Partnership has been making
contributions   toward  making   interest  only  payments  on  the   outstanding
non-recourse  debt,  during  the  remarketing  of the  aircraft  by the  General
Partner.  The Partnership,  L.P. Seven and Fund Eight A have ownership interests
of 96.0%, 2.0%, and 2.0%, respectively, in ICON Aircraft 24846.

     ICON Aircraft 47820 LLC
     -----------------------

     In 2003,  the  Partnership  and Fund Nine  formed ICON  Aircraft  47820 LLC
("ICON 47820") for the purpose of acquiring an investment in a McDonnell Douglas
DC10-30F   aircraft  leased  to  Fedex  Corporation  for  a  purchase  price  of
$27,287,644,  which was funded with cash of $3,076,564 and non-recourse  debt of
$24,211,080.  The  lenders  have a  security  interest  in the  aircraft  and an
assignment  of the rental  payments  under the lease.  The lease is scheduled to
expire  in March  2007,  at which  time the  balance  of the  non-recourse  debt
outstanding is scheduled to be approximately  $2,916,523. In addition, there was
a total of $818,629 in acquisition fees paid to the General Partner of which the
Partnership's share was $736,766.

     The  Partnership  and Fund Nine have  ownership  interests  of 90% and 10%,
respectively, in ICON 47820.

<PAGE>



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

             Notes to Consolidated Financial Statements - Continued

Unconsolidated Joint Ventures

     The  Partnership  and its affiliates  formed four joint ventures  discussed
below for the purpose of acquiring and managing various assets.  The Partnership
and its affiliates have 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 interests in the equipment.

     The four joint ventures  described  below are 50%, 49%, 5% and 15% owned by
the Partnership, respectively and are accounted for under the equity method.

     ICON Aircraft 126, LLC
     ----------------------

     In early 2002, the  Partnership  and Fund Nine formed ICON Aircraft 126 LLC
("ICON 126") for the purpose of acquiring all of the outstanding shares of Delta
Aircraft Leasing Limited ("D.A.L."),  a Cayman Islands registered company, which
owns,  through an Owner Trust, an Airbus A340-313X aircraft which is on lease to
Cathay  Pacific  through  March 2006.  The stock was acquired for  $4,250,000 in
cash. The aircraft owned by D.A.L. is subject to  non-recourse  debt provided by
unaffiliated lenders. As of December 31, 2003, there was $63,351,443 outstanding
under the non-recourse debt.

     The Partnership and Fund Nine each own a 50% interest in ICON 126. ICON 126
consolidates  the financial  position and results of operations of D.A.L. in its
financial statements.

     The Partnership's original investment in ICON 126 was recorded at a cost of
$3,242,901,  inclusive of related  acquisition  fees of  $1,117,901  paid to the
General Partner.

     Information  as to the  consolidated  financial  position  and  results  of
operations of ICON 126 as of and for the years ended  December 31, 2003 and 2002
is summarized below:



                                         December 31, 2003    December 31, 2002
                                         -----------------    -----------------

 Assets                                  $    70,492,181        $    74,332,428
                                         ===============        ===============

 Liabilities                             $    63,351,443        $    67,598,170
                                         ===============        ===============

 Equity                                  $     7,140,738        $     6,734,258
                                         ===============        ===============

 Partnership's share of equity           $     3,570,369        $     3,367,129
                                         ===============        ===============


                                       For the Year Ended     For the Year Ended
                                        December 31, 2003     December 31, 2002
                                        -----------------     -----------------

 Net income                              $       406,480        $       248,456
                                         ===============        ===============

 Partnership's share of net income       $       203,240        $       124,228
                                         ===============        ===============

<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     ICON SPK 2023-A, LLC
     --------------------

     In the quarter ended March 31, 2002, the  Partnership  and Fund Nine formed
ICON SPK 2023-A,  LLC ("ICON  SPK") for the purpose of  acquiring a portfolio of
leases for an aggregate  purchase price of $7,750,000 in cash. The leases expire
on various dates through April 2008.

     The  Partnership  and Fund Nine have  ownership  interests  of 49% and 51%,
respectively.  The Partnership  accounts for its investment following the equity
method.  The  Partnership's  original  investment  was  recorded  at a  cost  of
$3,797,500 and is adjusted for its share of earnings,  losses, and distributions
thereafter.

     In June 2002, the Partnership paid ICON SPK $113,925 for its pro-rata share
of the acquisition fees.

     Information as to the financial  position and results of operations of ICON
SPK as of and for the  years  ended  December  31,  2003 and 2002 is  summarized
below:

                                       December 31, 2003      December 31, 2002
                                       -----------------      -----------------

Assets                                  $     3,895,288       $   6,452,790
                                        ===============       =============

Liabilities                             $       277,499       $     522,168
                                        ===============       =============

Equity                                  $     3,617,789       $   5,930,622
                                        ===============       =============

Partnership's share of equity           $     1,772,716       $   2,906,004
                                        ===============       =============

                                      For the Year Ended    For the Year Ended
                                       December 31, 2003     December 31, 2002

Net income                              $       186,355       $     504,129
                                        ===============       =============

Partnership's share of net income       $        91,314       $     247,022
                                        ===============       =============

Distributions                           $     2,499,188       $   2,556,006
                                        ===============       =============

Partnership's share of distributions    $     1,224,602       $   1,252,443
                                        ===============       =============

     ICON/Kenilworth LLC
     -------------------

     On September 30, 2002, the Partnership and Fund Nine formed ICON/Kenilworth
LLC for the purpose of acquiring a natural gas-fired 25MW co-generation facility
for a total purchase price of $8,630,000 in cash, and assumed  non-recourse debt
of  $7,658,892,  consisting of a senior debt of $7,420,156  and a junior debt of
$238,736.  The  facility is subject to a lease with Energy  Factors  Kenilworth,
Inc.,  and the lease  expires in July 2004.  In  addition,  there was a total of
$459,843 in acquisition fees paid to the General Partner.

     Subsequent  to the  closing  of the  acquisition,  the  purchase  price was
adjusted by the following amounts, (i) the cash amount was reduced to $8,410,000
and (ii) the non-recourse debt was reduced to $6,918,091,  with an adjustment of
$740,801 to the senior debt.

     The  Partnership  and Fund Nine  have  ownership  interests  of 5% and 95%,
respectively.  The Partnership  accounts for the investment following the equity
method.  The  Partnership's  original  investment  was  recorded  at a  cost  of
$443,492,  inclusive of related  acquisition fees of $22,992 and is adjusted for
its share of earnings, losses and distributions thereafter.


<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

     Information as to the financial position of  ICON/Kenilworth  LLC as of and
for the years ended December 31, 2002 and 2003 is summarized below:

                                       December 31, 2003      December 31, 2002
                                       -----------------      -----------------

Assets                                  $    11,560,661        $  15,157,182
                                        ===============        =============

Liabilities                             $     2,168,837        $   6,109,365
                                        ===============       =============

Equity                                  $     9,391,824        $   9,047,817
                                        ===============        =============

Partnership's share of equity           $       469,591        $     452,391
                                        ===============        =============

                                      For the Year Ended     For the Year Ended
                                       December 31, 2003      December 31, 2002
                                       -----------------      ------------------

Net income                              $       863,127        $     177,974
                                        ===============        =============

Partnership's share of net income       $        43,156        $       8,899
                                        ===============        =============

Distributions                           $       519,120        $        -
                                        ===============       =============

Partnership's share of distributions    $        25,956        $        -
                                        ===============       =============

     ICON Aircraft 46835, LLC
     ------------------------

     In December 2002, the Partnership and Fund Nine formed ICON Aircraft 46835,
LLC ("ICON  46835") for the purpose of  acquiring an  investment  in a McDonnell
Douglas  DC-10-30F  aircraft leased to Fedex Corporation for a purchase price of
$25,291,593,  which was funded with cash of $3,000,000 and non-recourse  debt of
$22,291,593.  The rents with the  security  interest in the  aircraft  have been
assigned to the non-recourse  lender.  The lease is scheduled to expire in March
2007,  at  which  time the  balance  of the  non-recourse  debt  outstanding  is
scheduled to be  approximately  $2,708,000.  In  addition,  there was a total of
$758,748  in  acquisition  fees  paid  to  the  General  Partner  of  which  the
Partnership's share was $113,812.

     The  Partnership  and Fund Nine have  ownership  interests  of 15% and 85%,
respectively.  The Partnership  accounts for the investment following the equity
method. The Partnership's original investment was recorded at a cost of $450,000
inclusive of related  acquisition fees of $113,812 and is adjusted for its share
of earnings, losses, and distributions thereafter.

     Information as to the financial  position and results of operations of ICON
46835 as of and for the year  ended  December  31,  2003 and 2002 is  summarized
below:

                                       December 31, 2003     December 31, 2002
                                       -----------------     -----------------

Assets                                  $    21,113,830      $    26,071,518
                                        ===============      ===============

Liabilities                             $    17,316,827      $    22,303,057
                                        ===============      ===============

Equity                                  $     3,797,003      $     3,768,461
                                        ===============      ===============

Partnership's share of equity           $       569,551      $       565,269
                                        ===============      ===============

<PAGE>



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

             Notes to Consolidated Financial Statements - Continued



                                      For the Year Ended     For the Year Ended
                                       December 31, 2003      December 31, 2002
                                       -----------------      -----------------

Net income                              $        28,542        $         9,715
                                        =================      ===============

Partnership's share of net income       $         4,282        $         1,457
                                        ================       ===============

Seacor Joint Ventures
----------------------

     On July 13,  2001,  the  Partnership  and L.P.  Seven  formed  three  joint
ventures known as  "ICON/Janson  Graham LLC,"  ICON/Pearl  Graham LLC" and "ICON
Amanda  Graham  LLC",  the three of which are  referred to  collectively  as the
"Seacor Joint Ventures".  L.P. Seven  contributed  three offshore supply vessels
(one to each of the Seacor Joint Ventures) with a net book value and approximate
market value of $7,595,271,  and the Partnership  contributed $3,273,407 in cash
into the Seacor Joint  Ventures.  The Partnership and L.P. Seven received 30.12%
and  69.88%  ownership  interests,  respectively,  in each of the  Seacor  Joint
Ventures as a result of these contributions.

     The  Partnership  had the right  during the first year of the Seacor  Joint
Ventures to sell any of its three joint  venture  interests  to L.P.  Seven at a
price equal to 110% of its  outstanding  investment  balance for any vessel that
did not generate rental revenue for a three month period. All three vessels were
off-lease for part of the third  quarter and the entire fourth  quarter of 2001.
On December 31, 2001 the Partnership  exercised its right and sold its interests
in the Seacor Joint Ventures back to L.P. Seven for $3,644,701 representing 110%
of its  outstanding  investment  balance  which  amount is  included in due from
affiliate  on the  balance  sheet  as of  December  31,  2001.  The  Partnership
recognized $327,341 as a gain on sale of joint venture investment and $43,953 as
its share of income from the joint venture during 2001.

4.   Investments in Unguaranteed Residual Values

     During the year ended December 31, 2001, the Partnership  acquired residual
interests  in  a  portfolio  of  technology  and  other  equipment   leases  for
$2,406,128.  Leases in this portfolio have expiration  dates through March 2005.
The Partnership  has received  $1,933,003 and $63,539 and in proceeds from sales
of these interests for the years ended December 31, 2003, and 2002.

5.   Investment in Option

     In  the  fourth  quarter  of  2001,  the  Partnership  invested  $2,100,000
(including  $900,000 in  acquisition  fees paid to the General  Partner)  for an
option, which expires in 2012, to purchase a Boeing 737-524 aircraft on lease to
a United  States based  commercial  airline.  The  purchase  price of the option
included an 8.5%  $400,000  promissory  note which was to mature in May 2012. On
August 29, 2003, the promissory note was paid in full with accreted  interest on
November 27, 2003.

     The  exercise  price of the option  decreases  periodically  according to a
predetermined  schedule  over the term of the option from $30 million in 2001 to
$9 million in 2012.

<PAGE>



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

             Notes to Consolidated Financial Statements - Continued

6.   Finance Lease Receivables

     Regus Business Center Corp.  ("Regus"),  with whom the Partnership has been
negotiating an amended lease agreement,  has emerged from  bankruptcy,  with the
approval of a new lease  agreement.  Regus had  originally  filed for Chapter 11
bankruptcy protection in the United States on January 14, 2003.

     Under the new lease agreement, Regus commenced making payments at a reduced
rental rate, with an extension for 48 months,  effective from March 15, 2003. As
of December 31, 2003, Regus was current on payments.  The receivables from Regus
represents 17% of total receivables from finance leases.

     Kmart, Inc., ("Kmart") with whom the Partnership has five leases, had filed
for Chapter 11 bankruptcy  protection in January 2002. The Partnership's finance
leases with Kmart were  acquired  during 2001 for an aggregate  of  $18,234,262,
which  consisted of a total cash  investment  of $681,720 and the  assumption of
$17,552,542 of non-recourse  debt. Kmart has since emerged from bankruptcy,  and
has made all scheduled  rental payments through March 2004. The receivables from
Kmart represents 77% of total receivables from finance leases.

     Non-cancelable  minimum annual amounts  receivable on finance leases are as
follows:

                        Year Ending
                       December 31,
                       ------------

                           2004                      $      6,175,716
                           2005                             5,154,943
                           2006                             3,623,305
                           2007                               238,922
                                                     ----------------

                                                     $     15,192,886
                                                     ================

7.   Investments in Operating Leases

     In early 2002, the Partnership formed ICON Aircraft 123 LLC ("ICON 123") as
a wholly owned  subsidiary  for the purpose of acquiring all of the  outstanding
shares of Alpha Aircraft Leasing Limited ("A.A.L."), a Cayman Islands registered
company,  which owns, through an Owner Trust, an Airbus A340-313X aircraft which
is on lease to Cathay Pacific  through March 2006. The stock was acquired in the
first quarter of 2002 for $4,250,000 in cash.  The aircraft  owned by A.A.L.  is
subject to non-recourse debt provided by unaffiliated  lenders. The lenders have
a security  interest in the aircraft and an  assignment  of the rental  payments
under the lease.  The fair value of the aircraft was  $75,263,566 at the date of
acquisition and the principal balance of the debt was $70,495,058 at such date.

     The Partnership paid on behalf of ICON Aircraft 24846, LLC, maintenance fee
of  $745,872  for the sole  aircraft  owned by ICON  Aircraft  24846,  LLC.  The
aircraft was on lease to Scandinavian  Airlines  Systems through March 2003. The
Partnership is currently  negotiating  with another airline with whom affiliates
of the Partnership have been conducting business.

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

     The  investment  in operating  leases at December  31, 2003,  2002 and 2001
consisted of the following:



<TABLE>
<CAPTION>

                                                              2003               2002             2001
                                                              ----               ----             ----

     <S>                                                   <C>              <C>               <C>
     Equipment cost, beginning of year                     $  166,325,943   $   95,156,568    $   76,284,645

     Equipment acquisitions                                    27,287,644       75,263,566        19,182,105
     Initial direct costs                                         818,629        2,242,352           562,699

     Equipment dispositions                                    (1,804,739)      (6,336,543)         (872,881)
                                                           --------------   --------------    --------------
     Equipment cost, end of year                              192,627,477      166,325,943        95,156,568
                                                           ==============   ==============    ==============

     Accumulated depreciation, beginning of year              (23,591,192)     (11,456,484)         (111,940)
     Accumulated depreciation on
       equipment dispositions                                   1,113,221        2,036,346            335,991

     Depreciation expense                                     (16,896,463)     (14,171,054)      (11,680,535)
                                                           --------------   --------------    --------------

     Accumulated depreciation, end of year                    (39,374,434)     (23,591,192)       11,456,484
                                                           --------------   --------------    --------------

     Investments in operating leases, end of year          $  153,253,043   $  142,734,751    $   83,700,084
                                                           ==============   ==============    ==============

</TABLE>


Non-cancelable minimum annual amounts due on operating leases are as follows:

                        Year Ending
                        December 31,
                        ------------

                           2004                      $     12,921,171
                           2005                            12,004,533
                           2006                             2,826,488
                           2007                               727,224
                           2008                               298,970
                                                     ----------------

                                                     $     28,778,386
                                                     ================

8.   Notes Payable

     As  of  December  31,  2003   non-recourse  debt  consists  of  $63,078,045
attributable  to ICON 123,  $34,491,632  attributable  to ICON  Aircraft  24846,
$19,052,619  attributable to ICON 47820,  $10,426,128  attributable to the Kmart
leases,  $4,420,011  attributable to other leases and $1,470,287 attributable to
ICON  Cheyenne.  The ICON 123 note carries a fixed  interest rate of 5.35%;  the
ICON Aircraft  24846 note carries a floating  interest rate of LIBOR plus 2.25%,
the related lease rate adjusts on a similar basis;  the ICON 47820 note carriers
a fixed  interest rate of 4.035%.  The ICON Cheyenne  notes carry fixed interest
rates ranging from 5.52% to 10.05% and the remaining  notes carry fixed interest
rates ranging from 6.27% to 10.00%.

     As of December 31, 2002 notes payable  non-recourse  consists of 67,419,745
attributable  to ICON 123,  $35,419,214  attributable  to ICON  Aircraft  24846,
$4,796,713 attributable to ICON Cheyenne,  $13,778,386 attributable to the Kmart
leases and $11,817,281 attributable to other acquisitions.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     On May 30,  2002,  the  Partnership  entered into a  $17,500,000  joint and
several line of credit  agreement  shared with L.P.  Seven and Fund Eight A L.P.
(the "Initial  Funds"),  with  Comerica  Bank as lender.  Under the terms of the
agreement,  the Partnership may borrow at a rate equal to the Comerica Bank base
rate plus 1% (together, 5.00% at December 31, 2003) and all borrowings are to be
jointly and severally  collateralized  by the present values of rents receivable
and  equipment  owned by all of the Initial  Funds  sharing in the joint line of
credit.  On December 12,  2002,  the  agreement  was amended to admit Fund Nine,
collectively  along with the Initial Funds (the "Funds"),  as a borrower sharing
the $17,500,000  joint line of credit  agreement.  The Funds have entered into a
Contribution Agreement,  dated as of May 30, 2002, as amended December 12, 2002,
pursuant  to which the Funds have agreed to  restrictions  on the amount and the
terms of their  respective  borrowings  under  the  line of  credit  in order to
minimize the 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  immediately  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 Funds'  obligations to each other under the Contribution  Agreement are
collateralized by a subordinate lien on the assets of each  participating  Fund.
The line of credit was extended for twelve  additional  months  expiring May 31,
2004. As of December 31, 2003, the Partnership had $2,000,000  outstanding under
the line.  Aggregate  borrowing by all Funds under the line of credit  agreement
aggregated $12,779,986 on December 31, 2003.

     Principal maturities of the Partnership's notes are as follows:

                        Non-recourse       Notes Payable
  Year                    debt               Recourse             Total
  ----                    ----               --------             -----

  2004              $     51,193,700      $    2,000,000    $   53,193,700
  2005                    16,403,542                -           16,403,542
  2006                    61,812,697                -           61,812,697
  2007                     2,731,787                -            2,731,787
  2008                       796,996                -              796,996
                    ----------------      --------------    --------------

                    $    132,938,722      $    2,000,000    $  134,938,722
                    ================      ==============    ==============

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

9.   Related Party Transactions

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its affiliates for the period ended December 31, 2003, 2002 and 2001,
were as follows:


<TABLE>
<CAPTION>

                                               2003           2002            2001
                                               ----           ----            ----
   <S>                                  <C>             <C>               <C>
   Organization and
       offering expenses                $         -     $         -       $  1,105,652  Charged to equity
     Underwriting commissions                     -               -          1,060,373  Charged to equity
     Acquisition fees                        736,766        3,498,611        3,122,207  Capitalized to equipment
     Management fees                       2,008,870        2,137,679        1,344,637  Charged to
                                                                            operations
     Administrative expense
       reimbursements                        936,605          966,832          572,981  Charged to
                                        ------------   --------------    -------------   operations

                                        $  3,682,241   $    6,603,122    $   7,205,850
                                        ============   ==============    =============

</TABLE>


     In accordance with the terms of the Management  Agreement,  the Partnership
pays the General  Partner (i)  management  fees based on a percentage of rentals
received either  directly by the Partnership or through joint ventures  (ranging
from  1% to  7%)  and  (ii)  acquisition  fees  based  on  the  gross  value  of
transactions   (3%).  In  addition,   the  General  Partner  is  reimbursed  for
administrative  expenses  incurred by it in  connection  with the  Partnership's
operations.

     The  Partnership  has a net receivable  from affiliates of $167,170 for its
share of distribution and rental payments received on behalf of the Partnership.
Included in this amount is a payable of $6,650 to the General  Partner.  This is
non-interest bearing and scheduled to be paid during year 2004.

10.  Tax Information (Unaudited)

     The following table reconciles net income for financial statement reporting
purposes to income for federal  income tax purposes for the years ended December
31, 2003, 2002 and 2001.

<TABLE>
<CAPTION>


                                                                     2003            2002             2001
                                                                     ----            ----             ----
<S>                                                           <C>               <C>              <C>
Net (loss) income for financial statements
       reporting purposes                                     $  (5,181,209)    $    (136,897)   $     820,109
     Temporary differences due to:
       Direct finance leases                                      5,169,677        (1,203,869)       3,191,450
       Depreciation                                               5,515,307          (765,632)      (5,717,920)
       Tax loss from joint venture                               (5,022,993)        1,053,874       (3,652,921)
       Rent - consolidated joint venture                        (14,628,970)      (11,871,292)      (6,052,762)
       Interest expense - consolidated joint venture              5,229,339         5,151,595        2,629,810
       (Gain)/loss on sale of equipment                            (267,320)              -               -
       Other                                                      1,260,957           267,647         (341,012)
                                                              -------------     -------------    -------------
      Net loss for federal income
       tax reporting purposes                                 $  (7,925,212)    $  (7,504,574)   $  (9,123,246)
                                                              =============     =============    ==============

</TABLE>

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

     As of December  31,  2003,  the  partners'  capital  accounts  included for
financial  statements  reporting  purposes totaled  $40,363,969  compared to the
partners'  capital  accounts  for  federal  income  tax  reporting  purposes  of
$29,872,850   (unaudited).   The  difference  arises  primarily  from  temporary
differences  between net income for financial  statement  reporting purposes and
net loss for federal income tax purposes,  such as accelerated  depreciation for
tax purposes and the difference in the tax and financial statements treatment of
finance leases,  partially offset by commissions  reported as a reduction in the
partners' capital accounts for financial  statement  reporting  purposes but not
for federal income tax reporting purposes.

11.  Selected Quarterly Financial Data (Unaudited)

     The following table is a summary of selected  financial data by quarter for
the year ended December 31, 2003 and 2002:


<TABLE>
<CAPTION>

                                                                            For the Quarter Ended
                                                                            ----------------------

                                                 March 31,           June 30,       September 30,         December 31,
                                                 ---------           --------       -------------         ------------

<S>                                            <C>                <C>               <C>                 <C>
2003

     Revenues                                  $   6,335,000      $    6,170,231    $   6,076,732       $     6,568,124
                                               =============      ==============    =============       ===============

     Net income allocable to
       limited partners                        $    (519,554)     $   (1,679,164)   $  (2,305,047)      $      (625,632)
                                                =============      ==============    =============       ===============

     Net income per weighted
       average limited partnership unit        $       (.69)      $       (2.25)    $       (3.09)      $          (.83)
                                               =============      ==============    =============       ===============

2002

     Revenues                                  $   6,082,971      $    6,725,602    $   6,527,843       $     6,130,945
                                               =============      ==============    =============       ===============

     Net income allocable to
       limited partners                        $     519,074      $     (307,185)   $    (144,988)      $      (202,429)
                                               =============      ==============    =============       ===============

     Net income per weighted
       average limited partnership unit        $        .69       $        (.41)    $        (.19)      $          (.27)
                                               =============      ==============    =============       ===============

</TABLE>


12.  Significant Lessees
     --------------------

     The  Partnership  had two  lessees who  accounted  for more than 10% of the
Partnership's  total revenue during the years ended December 31, 2003,  2002 and
one lessee who  accounted for more than 10% of the  Partnership's  total revenue
during the year ended December 31, 2001. During 2003, equipment leased to Cathay
Pacific  and  BAE  Systems  PLC  generated   33%  and  10%  of  total   revenue,
respectively.  During 2002,  equipment  leased to Cathay Pacific and BAE Systems
PLC generated 27% and 10% of total revenue. During 2001, equipment leased to BAE
systems, PLC generated 11% of total revenue.

<PAGE>

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

                                December 31, 2003

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
     Financial Disclosure

     The information required by Item 304 of Regulation S-K was filed as part of
the Partnership's 2002 Reports on Form 8-K filed on
February 5, 2003.

Item 9a.  Control and Procedures
          ----------------------

     The Partnership  carried out an evaluation,  under the supervision and with
the  participation  of  management  of ICON  Capital  Corp.,  the Manager of the
Partnership,  including  the  Principal  Executive  Officer  and  the  Principal
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Partnership'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
upon the evaluation, the Principal Executive Officer and the Principal Financial
Officer concluded that the Partnership's disclosure controls and procedures were
effective.

     There were no significant  changes in the  Partnership's  internal  control
over financial  reporting  during the  Partnership's  fourth fiscal quarter that
have materially affected,  or are likely to materially affect, the Partnership's
internal control over financial reporting.


PART III

Item 10.  Directors and Executive Officers of the Registrant's General Partner
          --------------------------------------------------------------------

     The General  Partner,  a Connecticut  corporation,  was formed in 1985. The
General Partner's  principal offices are located at 100 Fifth Avenue,  New York,
New York 10011, and its telephone number is (212) 418-4700.  The officers of the
General  Partner have  extensive  experience  with  transactions  involving  the
acquisition,   leasing,  financing  and  disposition  of  equipment,   including
acquiring  and  disposing  of  equipment  subject to leases  and full  financing
transactions.

     The  manager of the  Partnership's  business is the  General  Partner.  The
General  Partner is engaged in a broad range of equipment  leasing and financing
activities.  Through  its  sales  representatives  and  through  various  broker
relationships  throughout the United States,  the General Partner offers a broad
range of equipment leasing services.

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

<PAGE>

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

                                December 31, 2003

     The officers and directors of the General Partner are as follows:

 Beaufort J.B. Clarke        Chairman, Chief Executive Officer and Director

 Paul B. Weiss               President and Director

 Thomas W. Martin            Executive Vice President and Director

     Beaufort J. B. Clarke,  age 57, has been Chairman,  Chief Executive Officer
and Director of the General Partner since 1996.  Prior to his present  position,
Mr. Clarke was founder and the President and Chief Executive  Officer of Griffin
Equity Partners,  Inc. Mr. Clarke was an attorney with Shearman and Sterling and
has over 20 years of senior  management  experience in the United States leasing
industry.

     Paul B. Weiss,  age 43, is President  and Director of the General  Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations  with the General  Partner since 1996,  Griffin Equity Partners (as
Executive Vice President from 1993-1996);  Gemini Financial  Holdings (as Senior
Vice  President-Portfolio  Acquisitions  from  1991-1993)  and  Pegasus  Capital
Corporation (as Vice  President-Portfolio  Acquisitions from 1988-1991).  He was
previously an investment banker and a commercial banker.

     Thomas W. Martin,  age 50, has been Executive Vice President of the General
Partner since 1996. Prior to his present position,  Mr. Martin was the Executive
Vice  President and Chief  Financial  Officer of Griffin Equity  Partners,  Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice  President-Syndications from 1985-1992). Mr.
Martin has 19 years of senior management experience in the leasing business.

Item 11.  Executive Compensation
          ----------------------

     The Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December 31, 2003 and 2002.


<TABLE>
<CAPTION>


        Entity                  Capacity          Type of Compensation                2003           2002
        ------                  --------          --------------------                ----           ----

<S>                                                                                   <C>            <C>
ICON Capital Corp.         General Partner      Organization and
                                                  offering expenses               $        -     $         -
ICON Securities Corp.      Dealer-Manager       Underwriting commissions                   -               -
ICON Capital Corp.         Manager              Acquisition fees                        736,766      3,498,611
ICON Capital Corp.         General Partner      Management fees                       2,008,870      2,137,679
ICON Capital Corp.         General Partner      Administrative expense
                                                  reimbursements                        936,605        966,832
                                                                                  -------------  -------------

                                                                                  $   3,682,241  $   6,603,122
                                                                                  =============  =============

</TABLE>


     The   General   Partner   also  has  a  1%  interest  in  the  profits  and
distributions.
<PAGE>


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

                                December 31, 2003

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          --------------------------------------------------------------

     (a)  The  Partnership is a limited  partnership and therefore does not have
          voting  shares of stock.  No person of record owns, or is known by the
          Partnership  to  own  beneficially,  more  than  5% of  any  class  of
          securities of the Partnership.

     (b)  As of March 30, 2004, Directors and Officers of the General Partner do
          not own any equity securities of the Partnership.

     (c)  The General Partner owns the equity  securities of the Partnership set
          forth in the following table:

           Title                        Amount Beneficially             Percent
         of Class                              Owned                    of Class
         --------                              -----                    --------

     General Partner    Represents initially a 1% and potentially a       100%
       Interest         10% interest in the Partnership's income, gain
                        and loss deductions.

Item 13.  Certain Relationships and Related Transactions
          ----------------------------------------------

     None other than those  disclosed in Item 11 herein and in Notes 3, 4 and 10
to the Consolidated Financial Statements.

Item 14.  Principal Accountant Fees and Services
          --------------------------------------

                              2003            2002           Description
                              ----            ----           -----------

Audit fees                $     55,000    $      -           Audit
Audit related fees                  -            -
Tax fees                         2,475           -           Tax compliance
All other fees                      -            -
Total                     $     57,475  $        -
                          ------------  ------------

PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
          ---------------------------------------------------------------

(a)  1.  Financial Statements - See Part II, Item 8 hereof.

     2.  Financial Statement Schedule - None.

          Schedules  not listed  above have been  omitted  because  they are not
          applicable or are not required or the  information  required to be set
          forth therein is included in the consolidated  Financial Statements or
          Notes thereto.

     3.  Exhibits - The following exhibits are incorporated herein by reference:

          (i)   Amended   and   Restated   Agreement   of  Limited   Partnership
          (Incorporated by reference to Exhibit 4.1 to Post-Effective  Amendment
          No. 6 to Form S-1 Registration  Statement No. 333-54001 filed with the
          Securities and Exchange Commission on May 19, 2000).

<PAGE>

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

                                December 31, 2003

          (ii) Certificate   of   Limited   Partnership   of   the   Partnership
               (Incorporated   herein   by   reference   to   Exhibit   4.3   to
               Post-Effective  Amendment No. 6 Form S-1  Registration  Statement
               No.  333-54001 filed with the Securities and Exchange  Commission
               on May 19, 2000).

          (iii) Loan and Security Agreement

          (iv) First Amendment to Loan and Security Agreement

          (v)  Unconsolidated Joint Venture Financial Statements

               ICON SPK 2023-A,  LLC - as of and for the year ended December 31,
               2002

               ICON  Aircraft  126, LLC - as of and for the year ended  December
               31, 2002


(b)  Reports on Form 8-K

     None

(c)  Exhibits

     31.1 Rule 13a-14(a)/15d-14(a) certifications

     31.2 Rule 13a-14(a)/15d-14(a) certifications

     32.1 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.

     32.2 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.

<PAGE>

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

                                December 31, 2003

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Partnership has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

                               ICON Income Fund Eight B L.P.
                               File No. 333-37504 (Registrant)
                               By its General Partner, ICON Capital Corp.


Date: March 30, 2004           /s/ Beaufort J.B. Clarke
                               -------------------------------------
                               Beaufort J.B. Clarke
                               Chairman, Chief Executive Officer and Director

     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.

ICON Capital Corp.
sole General Partner of the Registrant

Date:  March 30, 2004             /s/ Beaufort J.B. Clarke
                                  -----------------------------------------
                                  Beaufort J.B. Clarke
                                  Chairman, Chief Executive Officer and Director


Date:  March 30, 2004             /s/ Paul B. Weiss
                                  ----------------------------------------
                                  Paul B. Weiss
                                  President and Director


Date:  March 30, 2004             /s/ Thomas W. Martin
                                  ----------------------------------------
                                  Thomas W. Martin
                                  Executive Vice President
                                  (Principal Financial and Accounting Officer)


Supplemental  Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrant Which have not Registered  Securities Pursuant to
Section 12 of the Act

No annual report or proxy material has been sent to security holders.  An annual
report will be sent to the limited  partners and a copy will be forwarded to the
Commission.
<PAGE>

Exhibit 31.1

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


                              Certifications - 10-K
                              ---------------------

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

1.   I have reviewed this annual report on Form 10-K of ICON Income Fund Eight B
     L.P.;

2.   Based on my  knowledge,  this  annual  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 annual report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information included in this annual 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 annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15e and 15d-15e) 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 annual report is being prepared;

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

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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  Corporate
     Manager (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect  the  Partnership  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:  March 30, 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 B L.P.

<PAGE>

Exhibit 31.2

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

                              Certifications - 10-K
                              ---------------------

I, Thomas W. Martin, certify that:

1.   I have reviewed this annual report on Form 10-K of ICON Income Fund Eight B
     L.P.;

2.   Based on my  knowledge,  this  annual  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 annual report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information included in this annual 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 annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15e and 15d-15e) 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 annual report is being prepared;

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

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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  Corporate
     Manager (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect  the  Partnership  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 any corrective  actions with regard
          to significant deficiencies and material weaknesses.

Dated:  March 30, 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 B L.P.

<PAGE>

EXHIBIT 32.1

        Certification of Chief Executive Officer Pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002
                                (18 U.S.C. 1350)


     I,  Beaufort  J.B.  Clarke,  Chairman and Chief  Executive  Officer of ICON
Capital  Corp,  the sole  General  Partner of ICON Income Fund Eight B L.P.,  in
connection  with the  Annual  Report of ICON  Income  Fund  Eight B,  L.P.  (the
"Partnership")  on Form 10-K for the year ended December 31, 2003, as filed with
the Securities and Exchange  Commission on the date hereof (the "Annual Report")
certify,  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the
best of my knowledge and belief:

(1)  the Annual Report 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 Annual  Report fairly  presents,  in all
     material respects, the financial condition and results of operations of the
     Partnership


Dated:  March 30, 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 B L.P.

<PAGE>

EXHIBIT 32.2

        Certification of Chief Executive Officer Pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002
                                (18 U.S.C. 1350)


     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 B L.P.,  in  connection  with the Annual Report of ICON Income
Fund Eight B, L.P. (the  "Partnership") on Form 10-K for the year ended December
31,  2003,  as filed with the  Securities  and Exchange  Commission  on the date
hereof  (the  "Annual  Report")   certify,   pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

     (1)  the Annual  Report 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 Annual Report fairly presents, in all
          material respects,  the financial  condition and results of operations
          of the Partnership


Dated:  March 30, 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 B L.P.

<PAGE>

                               SECOND AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT



     This SECOND AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of April 9, 2003 by and between ICON Cash Flow  Partners L.P.  Seven,  a
Delaware  limited  partnership  ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware  limited  partnership  ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited  partnership  ("Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability  company  ("Borrower 4" and together with Borrower 1,
Borrower  2  and  Borrower  3,  "Borrower"),  on  the  one  hand,  and  Comerica
Bank-California, a California banking corporation ("Lender"), on the other hand,
with respect to the Loan and Security  Agreement,  dated as of May 30, 2002, and
the First  Amendment  to Loan and  Security  Agreement,  dated as of December 1,
2002,  entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Lender
(as  amended  and  modified   through  but  excluding   the  date  hereof,   the
"Agreement")."

                                    RECITALS

     WHEREAS, Borrower and Lender entered into the Agreement;

     WHEREAS,  Borrower 1,  Borrower 2 and Borrower 3 violated a covenant in the
Agreement by each failing to earn a net profit after taxes of at least $1.00 for
the fiscal  year ending  December  31,  2002,  as required by Section 7.4 of the
Agreement ("Section 7.4 Profitability Covenant");

     WHEREAS,  Borrower has  requested  that Lender  waive the  violation of the
Section 7.4  Profitability  Covenant  described in the preceding recital for the
fiscal year ending December 31, 2002 only;

     WHEREAS,  Borrower  represent and warrant that, except for the violation of
the Section 7.4  Profitability  Covenant for the fiscal year ending December 31,
2002, described above, they each are in compliance with all terms, covenants and
conditions  of the  Agreement  and all  representations  and  warranties  in the
Agreement are true and correct;

     WHEREAS,  Borrower  represent  and warrant  that,  upon  execution  of this
Amendment,  they  will  each be in  compliance  with all  terms,  covenants  and
conditions  of  the   Agreement,   as  amended  by  this   Amendment,   and  all
representations and warranties made by them in the Agreement, as amended by this
Amendment, are and will be true and correct;

     WHEREAS,  a deposit  account  in the name of  Borrower 4 is  maintained  at
Lender, in the name of Borrower 4, and Lender has a perfected  security interest
in that deposit  account and the  proceeds  thereof  pursuant to the  Agreement,
which account has on deposit the sum of $9,000,000.00 or more;

<PAGE>


     WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
conditions set forth below;

                       NOW, THEREFORE, IT IS AGREED THAT:

     1.  Definitions.  Unless  otherwise  indicated,  words and terms  which are
defined in the Agreement shall have the same meaning where used herein.

     2.  Amendments.  A new  Section  5.12.3 is added to  Agreement,  to read as
follows:

          5.12.3 Maintain on deposit with Lender in Deposit Account  1892187368,
               or such other deposit  account or accounts as Borrower and Lender
               may  agree,  cash in an  amount  equal  to or  greater  than  the
               outstanding  principal balance of the Loans.  Borrower agree that
               Lender  may  refuse to allow  any  withdrawal  from such  deposit
               account or  accounts if the effect of doing so would be to reduce
               the cash balance to an amount less than the outstanding principal
               balance  of the Loans.  In  addition,  Borrower  may not obtain a
               Revolving Loan if the effect of doing so would be to increase the
               outstanding  principal  balance of the Loans to an amount greater
               than the amount of cash in the above-described deposit account or
               accounts.

     3. Continued  Validity of Agreement.  Except as amended by this  Amendment,
the  Agreement  and all security  agreements,  guaranties,  and other  documents
executed by  Borrower  with or in favor of Lender  (collectively  referred to as
"Loan  Documents"),  shall  continue  in full  force and  effect  as  originally
constituted and are ratified and affirmed by the parties hereto.  Each reference
in the Agreement or in the other Loan Documents to the Agreement  shall mean the
Agreement  as  amended  hereby  unless  the  context  otherwise  requires.  This
Amendment and the Agreement shall be read as one document.  Without limiting the
generality of the  foregoing,  nothing in this  Amendment  entitles  Borrower to
receive  advances of any funds,  or extends  the  maturity  date for  repayment,
beyond that expressly set forth in the Agreement.

     4. Compliance  with Loan Documents.  Borrower 1, Borrower 2, Borrower 3 and
Borrower 4 each  represents and warrants to Lender as follows:  Except as stated
in the Recitals to this Amendment:  (a) as of the date hereof, each Borrower has
complied, and is in compliance,  with all of the terms, covenants and conditions
of the Loan Agreement and the other Loan  Documents  applicable to it; (b) as of
the date hereof,  there exists no Event of Default  under the Loan  Agreement or
any of the other Loan  Documents or an event which would  constitute an Event of
Default  upon the lapse of time or upon the  giving  of notice  and the lapse of
time  specified  therein;  and (c) the  representations  and  warranties of each
Borrower in the Loan  Agreement  and the other Loan  Documents are true and with
the same effect as though such  representations  and warranties had been made by
such  Borrower  as of the date  hereof  Each  Borrower  further  represents  and


<PAGE>

warrants that, upon this Amendment becoming effective,  each Borrower will be in
compliance  with  all  of the  terms,  covenants,  and  conditions  of the  Loan
Agreement and the other Loan Documents,  and all  representations and warranties
will be true.

     5.  Authorization  Each  party  hereto  represents  to the  other  that the
individual  executing  this  Amendment  on  its  behalf  is the  duly  appointed
signatory of such party and that such  individual  is authorized to execute this
Amendment  by or on behalf of such party and to take all action  required by the
terms of this Amendment.

     6. When Amendment is Effective.  This Amendment shall be deemed binding and
effective  as of April 9, 2003 when this  Amendment  is  executed by Borrower 1,
Borrower 2, Borrower 3, Borrower 4 and Lender.

     7.  Captions.  Section  headings and numbers have been set forth herein for
convenience  only.  Unless the contrary is compelled by the context,  everything
contained in each section applies equally to this entire Amendment.

     8. No  Novation.  This  Amendment  is not  intended to be, and shall not be
construed  to create,  a novation  or accord and  satisfaction,  and,  except as
otherwise provided herein, the Agreement shall remain in full force and effect.

     9.  Severability.  Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal
enforceability of any specific provision.

     10. Entire  Agreement.  This Amendment  constitutes the entire agreement by
and between  Borrower  and Banks with respect to the subject  matter  hereof and
supersedes   all  prior  and   contemporaneous   negotiations,   communications,
discussions and agreements concerning such subject matter.

     11.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
together constitute one and the same agreement.











<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.


ICON CASH FLOW PARTNERS L.P.
SEVEN, a Delaware Limited Partnership
By ICON Capital Corp., its general partner

By:____________________________
         Paul B. Weiss, President









     ICON  INCOME  FUND EIGHT A L.P.,  a Delaware  Limited  Partnership  By ICON
Capital Corp., its general partner

ICON INCOME FUND NINE, LLC, a Delaware Limited Liability Company
By:   ICON Capital Corp., its manager


By:_______________________________
         Paul B. Weiss, President
         Address for Notices:
         ICON INCOME FUND NINE, LLC
         Attention: General Counsel
         100 5thAvenue, 10th Floor
         New York, New York 10011
         Facsimile No.: (212) 418-4739


COMERICA BANK-CALIFORNIA, a California banking corporation

By:______________________________
         John Esposito, Vice President


By:_________________________
         Paul B. Weiss, President


ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership;;
By ICON Capital corp., its general partner

By:__________________________
         Paul B. Weiss, President

<PAGE>
















                               THIRD AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


     This THIRD  AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of July 31, 2003 by and between ICON Cash Flow  Partners L.P.  Seven,  a
Delaware  limited  partnership  ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware  limited  partnership  ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited  partnership  ("Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability  company  ("Borrower 4" and together with Borrower 1,
Borrower 2 and Borrower 3,  "Borrower"  or  "Borrowers"),  on the one hand,  and
Comerica Bank, successor by merger to Comerica  Bank-California  ("Lender"),  on
the other hand, with respect to the Loan and Security Agreement, dated as of May
30,  2002,  the First  Amendment  to Loan and  Security  Agreement,  dated as of
December  1, 2002,  entered  into by Borrower  1,  Borrower  2,  Borrower 3, and
Comerica  Bank-California,  the Second Amendment to Loan and Security Agreement,
dated as of April 9, 2003,  entered into by Borrower 1,  Borrower 2, Borrower 3,
Borrower 4 and Comerica Bank-California,  and the letter agreement dated May 31,
2003 entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Comerica
Bank-California  (as amended and modified through but excluding the date hereof,
the "Agreement")."

                                    RECITALS

     WHEREAS, Borrower and Lender entered into the Agreement;

     WHEREAS,  the Revolving  Loan Maturity Date under the Agreement is July 31,
2003;

     WHEREAS,  Borrower has  requested  that Lender  extend the  Revolving  Loan
Maturity Date to May 31, 2004;

     WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
conditions set forth below;

         NOW, THEREFORE, IT IS AGREED THAT:

     1.  Definitions.  Unless  otherwise  indicated,  words and terms  which are
defined in the Agreement shall have the same meaning where used herein.

2.       Amendments.

     (a) The definition of "Borrowing  Base" in the Agreement is amended to read
as follows:

     Borrowing  Base - means 80% of the Present Value of the Eligible  Borrowing
Base Contracts, plus Pledged Cash.




     (b) A new definition of "Cash  Equivalents"  is added to the Agreement,  to
read as follows:

     Cash  Equivalents - the sum  outstanding,  at any one time, of (i) all cash
     (in United  States  dollars)  owned by  Borrower at such time plus (ii) the
     fair market value of all cash  equivalents  and short term  investments (as
     those terms are  defined in GAAP)  owned by Borrower at such time,  in each
     case excluding Pledged Cash.

     (c) The  definition of "Eligible  Borrowing Base Contract" in the Agreement
is amended by adding the following subsections:

     (l)  At the time Borrower  seeks to have Lender make a Revolving Loan based
          on such contract,  the Lessee or Debtor, as the case may be, must have
          a Standard & Poor's bond rating of BBB or better or a Risk Rating of 3
          or better on Lender's internal risk rating system;

     (m)  Lender,  in its sole and absolute  discretion,  determines  that it is
          willing to make a Revolving Loan based on such contract;

     (n)  Lender  shall  have  received  a written  acknowledgment,  in form and
          substance  satisfactory to Lender,  from the Debtor or Lessee,  as the
          case may be (and  from the  lender or  lessor  if the  contract  is an
          Indirect  Loan  Contract  or an  Indirect  Lease)  authenticating  the
          contract,  identifying the existing  parties to the contract,  stating
          that the contract is in full force and effect, stating that no default
          exists under the contract, stating that no prepayments on the contract
          have  been  made (or  identifying  such  prepayments  if any have been
          made),  stating  that the  acknowledging  party has not  received  any
          notice that the  lender's/lessor's  interest in the  contract has been
          assigned  or pledged to any other  person,  and  providing  such other
          information  as Lender may  request.  As to  contracts  based on which
          Lender  made a Revolving  Loan prior to July 31,  2003,  such  written
          acknowledgment  must be  received  by  Lender  within  45  days  after
          Lender's demand to Borrower for such an acknowledgment; and

     (o)  Payments made on contracts of the type  described in Sections  2.11(a)
          and 2.11(c) of this Agreement on or after October 1, 2003 are received
          in the  Lockbox;  and  payments  paid to a  Borrower  with  respect to
          contracts of the type  described in Section  2.11(b) of this Agreement
          on or after October 1, 2003 are received in the Lockbox.

     (d) A new definition is added to the Agreement, to read as follows:

          Lockbox - has the meaning set forth in Section 2.11(a) hereof.

(e)      A new definition is added to the Agreement, to read as follows:

               Pledged  Cash - Cash owned by  Borrower  maintained  in a deposit
               account or  deposit  accounts  with  Lender in the name of one or
               more  Borrowers,  in which Lender has a perfected  first priority
               security  interest  to  secure  payment  and  performance  of the
               Obligations,  and which Borrower has agreed in writing may not be
               withdrawn by Borrower.

     (f) The  definition of "Revolving  Loan Maturity  Date" in the Agreement is
amended to read as follows:

                       Revolving Loan Maturity Date - May 31, 2004.

(g)      Section 1.3.1 of the Agreement is amended to read as follows:

     1.31  Facility  Fee. A Facility Fee in the amount of  $87,500.00  per year,
payable in arrears in installments of $21,875.00 per quarter payable on June 30,
September 30,  December 31, and March 31 of each year through the Revolving Loan
Maturity  Date or, if an extension of time beyond the  Revolving  Loan  Maturity
Date for advances and  repayment is provided,  through the end of the  extension
period.

(h)      A new Section 2.11 is added to the Agreement to read as follows:

2.11     Lockbox.

     (a) On all Loan Contracts and Leases based on which Lender has made a Loan,
     Borrower  shall  notify all Debtors  and Lessees in writing,  by means of a
     letter in the form attached hereto as Exhibit 5, to remit all payments to a
     post  office box  designated  by Lender,  to which only  Lender  shall have
     access  ("Lockbox"),   and  notify  such  Debtors  and  Lessees  that  such
     designation  may not be changed  without  the  written  consent of Comerica
     Bank.

     (b) On all  Indirect  Loan  Contracts  and  Indirect  Leases based on which
     Lender has made a Loan,  when the lender or lessor is not an  Affiliate  of
     any  Borrower,  Borrower  shall notify the  applicable  lender or lessor in
     writing,  by means of a letter in the form attached hereto as Exhibit 6, to
     remit all payments payable to such Borrower to the Lockbox, and notify such
     lender or lessor  that such  designation  may not be  changed  without  the
     written consent of Comerica Bank.

     (c) On all  Indirect  Loan  Contracts  and  Indirect  Leases based on which
     Lender has made a Loan,  when the lender or lessor is an  Affiliate  of any
     Borrower,  Borrower  shall cause such lender or lessor to notify the Debtor
     and Lessee in writing,  by means of a letter in the form attached hereto as
     Exhibit 7, to remit all  payments to the  Lockbox,  and notify such Debtors
     and Lessees that such  designation  may not be changed  without the written
     consent of Comerica  Bank.  Borrower shall also cause such lender or lessor
     to execute a power of attorney in form and substance satisfactory to Lender
     authorizing  Lender to endorse  and  negotiate  all items  received  in the
     Lockbox and  collect all  proceeds  thereof,  and shall  obtain the written
     consent  of all  Persons  that have a direct or  indirect  interest  in the
     lender's or lessor's interest in the contract to this procedure.

     (d) Borrower shall provide the notices  described in  subsections  (a), (b)
     and (c) by a means  requiring  a written  receipt and  promptly  deliver to
     Lender  copies  of  the  notices  and  proof  of  receipt  by  each  of the
     recipients.  For Loan Contracts and Leases based on which Lender has made a
     Loan prior to July 31, 2003, such notices must be sent by Borrower no later
     than three Business Days after the execution of the Third  Amendment to the
     Agreement. For Loan Contracts and Leases based on which Lender makes a Loan
     on or after July 31, 2003,  such notices must be sent within three Business
     Days  after the Loan is made.  All  invoices  and other  documents  sent by
     Borrower to any person to whom the notices  described in  subsections  (a),
     (b) and  (c) are to be  sent,  stating  where  the  recipient  is to  remit
     payment,  shall identify the Lockbox as the place to remit payment. (e) For
     the Loan Contracts and Leases described in subsections (a) and (b), as long
     as no Event of  Default  has  occurred,  Lender  shall  deliver  the  items
     received  in the Lockbox to  Borrower.  For the Loan  Contracts  and Leases
     described in subsections  (a) and (b),  effective upon the occurrence of an
     Event of Default, Lender may retain items received in the Lockbox and apply
     them,  and the  proceeds  thereof,  to the  Obligations.  (f) For the  Loan
     Contracts and Leases  described in  subsection  (c), as long as no Event of
     Default  has  occurred,  Lender  shall  deliver  the items  received in the
     Lockbox  to the  applicable  Affiliate  lender  or  lessor.  For  the  Loan
     Contracts  and Leases  described  in  subsection  (c),  effective  upon the
     occurrence  of an Event of Default,  Lender may endorse and  negotiate  all
     items  received in the Lockbox and collect all proceeds  thereof,  apply to
     the Obligations any portion thereof to which any Borrower is entitled,  and
     remit the excess to the applicable  Affiliate lender or lessor on such Loan
     Contract or Lease.

(i)      Section 5.12.3 of the Agreement is deleted.

(j)      Section 5.14 of the Agreement is amended to read as follows:

     5.14 Audits.  Permit Lender or  representatives of Lender to conduct audits
     of  Borrower's  books and  records  relating  to the  Accounts,  Inventory,
     Leases,  Loan Contracts and other Collateral and make extracts therefrom no
     less  frequently  than annually (or at any time and without notice required
     if an Event  of  Default  has  occurred  and is  continuing)  with  results
     satisfactory to Lender,  provided that Lender shall use its best efforts to
     not  interfere  with the conduct of  Borrower's  business,  and arrange for
     verification of the Accounts  directly with the account  debtors  obligated
     thereon or otherwise,  of the Leases directly with the Lessees,  and of the
     Loan Contracts directly with the Debtors,  all under reasonable  procedures
     acceptable to Lender and at Borrower's sole expense. Borrower shall pay all
     reasonable expenses incurred by Lender with respect to such audits.

     (k)  Section  6.9 of the  Agreement  is  amended  by adding  the  following
     sentence at the end:  "Notwithstanding  anything to the contrary  indicated
     above, Borrower shall not without Lender's prior written consent, after the
     end of a particular  Borrower's  reinvestment  period, pay distributions or
     dividends to members, partners or shareholders of such particular Borrower,
     or redeem or retire any interest of any partner,  member or  shareholder of
     such  particular  Borrower  if any amount of  principal,  interest  or late
     charges  remains  outstanding  on Revolving  Loans made to such  particular
     Borrower.  In addition,  a Borrower may not use proceeds  received from the
     sale or other  disposition  of  assets  after  the end of its  reinvestment
     period to purchase Leases, Loan Contracts or other assets."

(l)      Section 7.1 of the Agreement is amended to read as follows:

     7.1 Aggregate  Tangible Net Worth. All Borrowers,  in the aggregate,  shall
maintain,  as of the last day of the specified  quarter, a Tangible Net Worth of
not less than $155,000,000.

(m)      Section 7.3 of the Agreement is deleted and replaced by the following:

     7.3  Total  Liabilities  to  Tangible  Net  Worth.  All  Borrowers,  in the
aggregate,  shall maintain, as of the last day of each quarter, a ratio of total
liabilities to Tangible Net Worth of not greater than 3.00 to 1.00.

(n)      Section 7.4 of the Agreement is deleted and replaced by the following:

     7.4 Minimum Cash Balance.  Borrower  shall ensure that at all times the sum
of (a) the fair market  value of Cash  Equivalents  owned by  Borrower  plus (b)
Borrower's Unused Loan Capacity totals at least $7,500,000. For purposes of this
section,  "Borrower's  Unused  Loan  Capacity"  at any point in time  equals the
amount  by which  the  lesser  of (i) the  Borrowing  Base or (ii)  the  Maximum
Revolving  Amount exceeds the Obligations,  as reflected to Lender's  reasonable
satisfaction  in the monthly  report  described in the next  sentence.  Borrower
shall provide to Lender as part of its monthly Borrowing Base/Eligible Borrowing
Base  Contract  Aging  Report  within  15 days of each  month  end,  information
sufficient  to show the  amount of Cash  Equivalents  owned by it and its Unused
Loan Capacity.

(o)      A new Section 10.19 is added to the Agreement, to read as follows:

     10.19 Waivers and Consents.  Except as otherwise expressly provided in this
Agreement, each Borrower waives notice of any Loans, notice of the occurrence of
any  default,  Event of  Default,  or of any demand for any  payment  under this
Agreement,  notice of any action at any time taken or omitted by Lender under or
in  respect  of any of the  Obligations,  any  requirement  of  diligence  or to
mitigate damages and, generally,  to the extent permitted by applicable law, all
demands,  notices,  and other  formalities of every kind in connection with this
Agreement (except as otherwise provided in this Agreement). Each Borrower hereby
assents to, and waives notice of, any extension or  postponement of the time for
the payment of any of the  Obligations,  the acceptance of any payment of any of
the  Obligations,  the acceptance of any partial  payment  thereon,  any waiver,
consent  or other  action  or  acquiescence  by  Lender  at any time or times in
respect of any default by any Borrower in the performance or satisfaction of any
term,  covenant,  condition or provision  of this  Agreement,  any and all other
indulgences  whatsoever by Lender in respect of any of the Obligations,  and the
taking,  addition,  substitution or release, in whole or in part, at any time or
times, of any security for any of the Obligations or the addition,  substitution
or  release,  in  whole  or in  part,  of any  Borrower.  Without  limiting  the
generality of the foregoing,  each Borrower assents to any other action or delay
in acting or failure to act on the part of Lender with respect to the failure by
any  Borrower  to  comply  with any of its  respective  Obligations,  including,
without limitation, any failure strictly or diligently to assert any right or to
pursue  any  remedy or to  comply  fully  with  applicable  laws or  regulations
thereunder,  which might, but for the provisions of this section, afford grounds
for  terminating,  discharging  or relieving any Borrower,  in whole or in part,
from any of its  Obligations,  it being the intention of each Borrower  that, so
long as any of the Obligations hereunder remain unsatisfied,  the Obligations of
such Borrower shall not be discharged except by performance and then only to the
extent  of such  performance.  The  Obligations  of each  Borrower  shall not be
diminished  or  rendered   unenforceable  by  any  winding  up,  reorganization,
arrangement,  liquidation,  reconstruction or similar proceeding with respect to
any  Borrower  or Lender.  Each  Borrower  represents  and  warrants  that it is
currently informed of the financial  condition of all Borrowers and of all other
circumstances which a diligent inquiry would reveal and which bear upon the risk
of nonpayment of the  Obligations,  and will continue to keep so informed.  Each
Borrower  waives all rights and defenses  arising out of an election of remedies
by Lender.

     3. Continued  Validity of Agreement.  Except as amended by this  Amendment,
the  Agreement  and all security  agreements,  guaranties,  and other  documents
executed by  Borrower  with or in favor of Lender  (collectively  referred to as
"Loan  Documents"),  shall  continue  in full  force and  effect  as  originally
constituted and are ratified and affirmed by the parties hereto.  Each reference
in the Agreement or in the other Loan Documents to the Agreement  shall mean the
Agreement  as  amended  hereby  unless  the  context  otherwise  requires.  This
Amendment and the Agreement shall be read as one document.  Without limiting the
generality of the  foregoing,  nothing in this  Amendment  entitles  Borrower to
receive  advances of any funds,  or extends  the  maturity  date for  repayment,
beyond that expressly set forth in the Agreement.

     4. Compliance  with Loan Documents.  Borrower 1, Borrower 2, Borrower 3 and
Borrower 4 each represents and warrants to Lender as follows: (a) as of the date
hereof, each Borrower has complied, and is in compliance, with all of the terms,
covenants  and  conditions of the Loan  Agreement  and the other Loan  Documents
applicable  to it; (b) as of the date  hereof,  there exists no Event of Default
under the Loan  Agreement  or any of the other Loan  Documents or an event which
would  constitute  an Event of Default upon the lapse of time or upon the giving
of notice and the lapse of time specified therein;  and (c) the  representations
and  warranties  of each  Borrower  in the Loan  Agreement  and the  other  Loan
Documents are true and with the same effect as though such  representations  and
warranties  had been made by such Borrower as of the date hereof.  Each Borrower
further  represents and warrants that, upon this Amendment  becoming  effective,
each  Borrower  will be in  compliance  with all of the  terms,  covenants,  and
conditions  of the  Loan  Agreement  and  the  other  Loan  Documents,  and  all
representations and warranties will be true.

     5.  Authorization.  Each  party  hereto  represents  to the other  that the
individual  executing  this  Amendment  on  its  behalf  is the  duly  appointed
signatory of such party and that such  individual  is authorized to execute this
Amendment  by or on behalf of such party and to take all action  required by the
terms of this Amendment.

     6. When Amendment is Effective.  This Amendment shall be deemed binding and
effective  as of July 31,  2003 when this  Amendment  is executed by Borrower 1,
Borrower 2, Borrower 3, Borrower 4 and Lender.

     7.  Captions.  Section  headings and numbers have been set forth herein for
convenience  only.  Unless the contrary is compelled by the context,  everything
contained in each section applies equally to this entire Amendment.

     8. No  Novation.  This  Amendment  is not  intended to be, and shall not be
construed  to create,  a novation  or accord and  satisfaction,  and,  except as
otherwise provided herein, the Agreement shall remain in full force and effect.

     9.  Severability.  Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal
enforceability of any specific provision.

     10. Entire  Agreement.  This Amendment  constitutes the entire agreement by
and between  Borrower  and Banks with respect to the subject  matter  hereof and
supersedes   all  prior  and   contemporaneous   negotiations,   communications,
discussions and agreements concerning such subject matter.

     11.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
together constitute one and the same agreement.

                            [SIGNATURES ON NEXT PAGE]

<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.

ICON CASH FLOW PARTNERS L.P.                ICON INCOME FUND NINE, LLC,
SEVEN, a Delaware Limited Partnership       a Delaware Limited Liability Company
By ICON Capital Corp., its general partner  By:  ICON Capital Corp., its manager

By:___________________________              By:__________________________
         Paul B. Weiss, President             Paul B. Weiss, President



ICON INCOME FUND EIGHT A L.P.,               COMERICA BANK, SUCCESSOR BY MERGER
a Delaware Limited Partnership               TO COMERICA BANK-CALIFORNIA
By ICON Capital Corp., its general partner
                                             By: ___________________________
By:_____________________________
         Paul B. Weiss, President



ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership
By ICON Capital Corp., its general partner

By:______________________________
         Paul B. Weiss, President


<PAGE>






                                    Exhibit 5

                             Notice to Debtor/Lessee

                            [Stationery of Borrower]

                                     [Date]


[Name and Address
of Debtor/Lessee]

         Re:  [Identify Loan Contract/Lease]

Gentlemen:

     The undersigned is the  [lender/lessor] on the above contract.  This letter
is to inform you that the undersigned has assigned to Comerica Bank the right to
receive payments hereafter made on that contract.  Accordingly, all payments you
make to the undersigned on the above contract  should  hereafter be made payable
to   [Name   of   applicable   Borrower]   and   sent   to   Post   Office   Box
________________________[Address].  If you do not remit  your  payments  in that
manner and send the payments to that  address,  the  payments may not  discharge
your obligation under that contract.

     Thank  you  for  your  cooperation  in this  matter.  This  instruction  is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not,  however,  change the  identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.

                                                     Yours truly,

                                                     [SIGNATURE BLOCK FOR
                                                     APPLICABLE BORROWER]



Cc:  Comerica Bank

<PAGE>

                                    Exhibit 6

                      Notice to Non-Affiliate Lender/Lessor
                 on Indirect Loan Contracts and Indirect Leases


                            [Stationery of Borrower]

                                     [Date]


[Name and Address
of Non-Affiliate
Lender/Lessee]

         Re:  [Identify Applicable Indirect Loan Contract/Indirect Lease]

Gentlemen:

     The undersigned is one of the  [partners/members/beneficiaries]of  [name of
Addressee]. [Name of Addressee] is the [lender/lessor] under the above contract.
This letter is to notify you that the  undersigned has assigned to Comerica Bank
the right to receive  payments  hereafter  payable by you to the  undersigned in
connection  with  that  contract.  Accordingly,  all  payments  you  make to the
undersigned in connection with that contract should hereafter be made payable to
[Name of applicable Borrower] and sent to Post Office Box ____________[Address].
If you do not remit your  payments in that manner and send the  payments to that
address, the payments may not discharge your obligation.

     Thank  you  for  your  cooperation  in this  matter.  This  instruction  is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not,  however,  change the  identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.

                                                     Yours truly,

                                                     [SIGNATURE BLOCK FOR
                                                     APPLICABLE BORROWER]


Cc:  Comerica Bank

<PAGE>

                                    Exhibit 7

                       Notice from Affiliate Lender/Lessor
                 on Indirect Loan Contracts and Indirect Leases


                     [Stationery of Affiliate Lender/Lessor]


                                     [Date]



[Name and Address
of Debtor/Lessee]

         Re:  [Identify Loan Contract/Lease]

Gentlemen:

     The undersigned is the  [lender/lessor] on the above contract.  This letter
is to inform you that the undersigned has assigned to Comerica Bank the right to
receive payments hereafter made on that contract.  Accordingly, all payments you
make to the undersigned on the above contract should  hereafter be made to [Name
of Affiliate] and sent to Post Office Box  ______________  [Address].  If you do
not remit your payment in that manner and send the payments to that address, the
payment may not discharge your obligation under that contract.

     Thank  you  for  your  cooperation  in this  matter.  This  instruction  is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not,  however,  change the  identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.

                                                              Yours truly,

                                                              [SIGNATURE BLOCK
                                                              FOR AFFILIATE]


Cc:  Comerica Bank

<PAGE>


                               FOURTH AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


     This FOURTH AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of November 3, 2003 by and between ICON Cash Flow Partners L.P. Seven, a
Delaware  limited  partnership  ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware  limited  partnership  ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited  partnership  ("Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability  company  ("Borrower 4" and together with Borrower 1,
Borrower 2 and Borrower 3,  "Borrower"  or  "Borrowers"),  on the one hand,  and
Comerica Bank, successor by merger to Comerica  Bank-California  ("Lender"),  on
the other hand, with respect to the Loan and Security Agreement, dated as of May
30,  2002,  the First  Amendment  to Loan and  Security  Agreement,  dated as of
December  1, 2002,  entered  into by Borrower  1,  Borrower  2,  Borrower 3, and
Comerica  Bank-California,  the Second Amendment to Loan and Security Agreement,
dated as of April 9, 2003,  entered into by Borrower 1,  Borrower 2, Borrower 3,
Borrower 4 and Comerica Bank-California, the letter agreement dated May 31, 2003
entered  into by Borrower 1,  Borrower 2,  Borrower 3,  Borrower 4 and  Comerica
Bank-California, and the Third Amendment to Loan and Security Agreement dated as
of July 31, 2003, entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4
and  Comerica  Bank (as amended and  modified  through  but  excluding  the date
hereof, the "Agreement")."

                                    RECITALS

     WHEREAS, Borrower and Lender entered into the Agreement;

     WHEREAS,  the  Revolving  Loan Maturity Date under the Agreement is May 31,
2004;

     WHEREAS,  Borrower has  requested  that Lender  extend the  Revolving  Loan
Maturity  Date to  December  31,  2004 and make  certain  other  changes  in the
Agreement;

     WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
conditions set forth below;

         NOW, THEREFORE, IT IS AGREED THAT:

     1.  Definitions.  Unless  otherwise  indicated,  words and terms  which are
defined in the Agreement shall have the same meaning where used herein.

3.       Amendments.

     (a) The  definition of "Revolving  Loan Maturity  Date" in the Agreement is
amended to read as follows:

         Revolving Loan Maturity Date - December 31, 2004.

     (b) Section 1.11 of the Agreement is deleted.

     (c) Section 3.1.5 of the Agreement is amended to read as follows:

     3.1.5  Insurance.  Borrower  shall have  delivered  to Lender  satisfactory
evidence of insurance coverage required by Section 5.3 of this Agreement, to the
extent requested by Lender.

     (d) Section 5.3 of the Agreement is amended to read as follows:

     5.3  Insurance.  Maintain,  or cause the  Lessee  under  each Lease and the
Debtor under each Loan Contract or Indirect Loan Contract to maintain, insurance
on the equipment subject thereto with responsible  insurance carriers,  insuring
against  loss or  damage by fire,  theft,  explosion,  sprinklers  and all other
hazards  and risks  ordinarily  insured  against  by other  owners  who use such
equipment in similar  businesses,  for the full  insurable  value  thereof;  and
provide evidence of such insurance to Lender upon Lender's request. This Section
5.3 does not require Borrower to have Lender added as a loss payee or additional
insured on insurance policies for Revolving Loan Contracts,  although Lender may
impose such a requirement if an Event of Default has occurred.

     3. Continued  Validity of Agreement.  Except as amended by this  Amendment,
the  Agreement  and all security  agreements,  guaranties,  and other  documents
executed by  Borrower  with or in favor of Lender  (collectively  referred to as
"Loan  Documents"),  shall  continue  in full  force and  effect  as  originally
constituted and are ratified and affirmed by the parties hereto.  Each reference
in the Agreement or in the other Loan Documents to the Agreement  shall mean the
Agreement  as  amended  hereby  unless  the  context  otherwise  requires.  This
Amendment and the Agreement shall be read as one document.  Without limiting the
generality of the  foregoing,  nothing in this  Amendment  entitles  Borrower to
receive  advances of any funds,  or extends  the  maturity  date for  repayment,
beyond that expressly set forth in the Agreement.

     4. Compliance  with Loan Documents.  Borrower 1, Borrower 2, Borrower 3 and
Borrower 4 each represents and warrants to Lender as follows: (a) as of the date
hereof, each Borrower has complied, and is in compliance, with all of the terms,
covenants  and  conditions of the Loan  Agreement  and the other Loan  Documents
applicable  to it; (b) as of the date  hereof,  there exists no Event of Default
under the Loan  Agreement  or any of the other Loan  Documents or an event which
would  constitute  an Event of Default upon the lapse of time or upon the giving
of notice and the lapse of time specified therein;  and (c) the  representations
and  warranties  of each  Borrower  in the Loan  Agreement  and the  other  Loan
Documents are true and with the same effect as though such  representations  and
warranties  had been made by such Borrower as of the date hereof.  Each Borrower
further  represents and warrants that, upon this Amendment  becoming  effective,
each  Borrower  will be in  compliance  with all of the  terms,  covenants,  and
conditions  of the  Loan  Agreement  and  the  other  Loan  Documents,  and  all
representations and warranties will be true.

     5.  Authorization.  Each  party  hereto  represents  to the other  that the
individual  executing  this  Amendment  on  its  behalf  is the  duly  appointed
signatory of such party and that such  individual  is authorized to execute this
Amendment  by or on behalf of such party and to take all action  required by the
terms of this Amendment.

     6. When Amendment is Effective.  This Amendment shall be deemed binding and
effective as of November 3, 2003 when this  Amendment is executed by Borrower 1,
Borrower 2, Borrower 3, Borrower 4 and Lender.

     7.  Captions.  Section  headings and numbers have been set forth herein for
convenience  only.  Unless the contrary is compelled by the context,  everything
contained in each section applies equally to this entire Amendment.

     8. No  Novation.  This  Amendment  is not  intended to be, and shall not be
construed  to create,  a novation  or accord and  satisfaction,  and,  except as
otherwise provided herein, the Agreement shall remain in full force and effect.

     9.  Severability.  Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal
enforceability of any specific provision.

     10. Entire  Agreement.  This Amendment  constitutes the entire agreement by
and between  Borrower  and Banks with respect to the subject  matter  hereof and
supersedes   all  prior  and   contemporaneous   negotiations,   communications,
discussions and agreements concerning such subject matter.

     11.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
together constitute one and the same agreement.

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<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.

ICON CASH FLOW PARTNERS L.P.                ICON INCOME FUND NINE, LLC,
SEVEN, a Delaware Limited Partnership       a Delaware Limited Liability Company
By ICON Capital Corp., its general partner  By:  ICON Capital Corp., its manager

By:___________________________              By:__________________________
         Paul B. Weiss, President              Paul B. Weiss, President



ICON INCOME FUND EIGHT A L.P.,              COMERICA BANK, SUCCESSOR BY MERGER
a Delaware Limited Partnership              TO COMERICA BANK-CALIFORNIA
By ICON Capital Corp., its general partner
                                            By: ___________________________
By:_____________________________                Todd Robertson
         Paul B. Weiss, President               Corporate BankingOfficer-
                                                Western Division



ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership
By ICON Capital Corp., its general partner

By:______________________________
         Paul B. Weiss, President