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, 2004
                          ------------------------------------------------------
                                                      or

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

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] Yes [ ] No

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 the registrant.


<PAGE>

                                Table of Contents
<TABLE>
<CAPTION>

Item

PART I

<S>                                                                             <C>
1. Business                                                                     3-5

2. Properties                                                                   6

3. Legal Proceedings                                                            6

4. Submission of Matters to a Vote of Security Holders                          6

PART II

5.   Market for the Registrant's Securities and Related Security Holder Matters 7

6.   Selected Consolidated Financial Data                                       8

7.   General Partner's Discussion and Analysis of Financial Condition and
     Results of Operations                                                      9-22

7A.  Qualitative and Quantitative Disclosures About Market Risk                 22

8.   Consolidated Financial Statements                                          23-46

9.   Changes in and Disagreements with Accountants on Accounting and Financial  47
     Disclosure

9A.  Controls and Procedures                                                    47

9B.  Other Information                                                          47

PART III

10. Directors and Executive Officers of the Registrant's General Partner        48-49

11. Executive Compensation                                                      49

12. Security Ownership of Certain Beneficial Owners and Management              49

13. Certain Relationships and Related Transactions                              49

14. Principal Accounting Fees and Services                                      49

PART IV

15.  Exhibits, Financial Statement Schedules                                    50

SIGNATURES                                                                      51

Certifications                                                                  52-55
</TABLE>

                                       2
<PAGE>

                                     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.  When used in this report, the terms
"we" "us" and "our" refers to the Partnership.

     Our maximum offering was $75,000,000 and we commenced  business  operations
on our 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,  (the final  closing
date) 734,184.49 additional limited partnership units were admitted bringing the
total admission to 750,000 limited partnership units aggregating  $75,000,000 in
capital  contributions.  From 2001 through  2004, we redeemed  6,720.66  limited
partnership units leaving  743,279.34  limited  partnership units outstanding at
December 31, 2004.

     Our General  Partner is ICON  Capital  Corp.  (the  "General  Partner"),  a
Connecticut  corporation.  The General Partner manages and controls the business
affairs of our equipment leases and financing  transactions under the terms of a
management agreement with us.

     Segment Information

     We have only one  operating  segment:  the business of acquiring  equipment
subject to leases with companies that we believe to be creditworthy.

     Narrative Description of Business

     We are an equipment leasing income fund. Our principal investment objective
is to obtain the maximum economic return from our investments for the benefit of
our  partners.  To achieve this  objective we have:  (i) acquired a  diversified
portfolio of equipment leases and financing transactions; (ii) made monthly cash
distributions to our partners  commencing with each partner's  admission,  (iii)
re-invested  substantially all undistributed  cash from operations and cash from
sales of equipment and financing  transactions  during the reinvestment  period;
and (iv) when we start our disposition  period, we will sell our investments and
distribute the cash from sales of such investments to our partners.

     Our reinvestment period is anticipated to end on October 16, 2006. However,
we may extend the  reinvestment  period for an  additional  three years,  at our
discretion.  During the  disposition  period,  we will  continue  to  distribute
substantially all distributable  cash from operations and equipment sales to the
partners and continue the orderly  termination of our operations and affairs. If
we believe it would  benefit  investors  to reinvest  our cash flow in equipment
during the  disposition  period,  we may do so, but the General Partner will not
receive any additional fees in connection with such  reinvestments.  Our goal is
to  complete  the  disposition  period  in  three  years  after  the  end of the
reinvestment period, but it may take longer to do so.

     At December  31, 2004 and 2003,  we had total  assets of  $119,147,022  and
$180,747,120,  respectively.  During the year ended December 31, 2004, our total
revenue  was  $21,591,797,   which  included  two  leases  which  accounted  for
approximately  50% of our total rental  revenue.  We incurred a net loss for the
year ended  December  31, 2004 of  $4,609,006.  For the year ended  December 31,
2003,  our total  revenue  was  $25,150,087  which  included  two  leases  which
accounted for approximately  43% of our total rental revenue.  We incurred a net
loss for the year ended  December 31, 2003,  of  $5,181,209.  For the year ended
December 31, 2002, our total revenue was  $25,467,361  which included two leases
which accounted for approximately 37% of our total rental revenue. We incurred a
net loss for the year ended December 31, 2002 of $136,897.

     We have no direct  employees.  The General  Partner has full and  exclusive
control over our management and operations.

                                       3
<PAGE>

     Our Competition

     The equipment leasing industry is highly competitive.  When seeking leasing
transactions  for  acquisition  or sale,  we  compete  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 us and have greater financial resources than we
do.

     Lease Transactions

     During the year ended  December 31, 2004 we did not purchase any additional
equipment.   During  the  year  ended  December  31,  2003  we  did  not  invest
individually  in any equipment lease  transactions  but did enter into one joint
venture.  We entered into the following  lease  modifications,  assignments  and
sales for the year ended  December 31, 2004,  and the one joint  venture for the
year ended December 31, 2003, as follows:

     Sale of Boeing 767-300ER Aircraft

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

     Assignment of Interest in ICON Cheyenne LLC

     On September 23, 2004,  ICON Cash Flow Partners L.P.  Seven ("L.P.  Seven")
assigned 9.04% of its interest in ICON Cheyenne LLC ("ICON  Cheyenne") to us for
$204,384,  thereby  increasing  our ownership in ICON  Cheyenne to 96.73%.  This
assignment  was made in order  for L.P.  Seven  to repay  its  outstanding  debt
obligation to us as required by the Contribution Agreement,  which is more fully
explained  elsewhere in this document (See Financing and  Borrowings  located in
the Liquidity  and Capital  Resources  section).  This amount  represented  L.P.
Seven's  proportionate  fair value of L.P.  Seven's interest in ICON Cheyenne at
September 23, 2004. The fair value was  determined  using  discounted  cash flow
projections for ICON Cheyenne's portfolio.

     Sale of Petsmart Equipment

     During October 2004, our lease with Petsmart, Inc. expired.  Petsmart, Inc.
purchased all of the equipment,  which  consisted of conveyer  systems,  frames,
racks,  carousels and forklifts,  for the equipment's fair value, of $1,300,000.
We recognized a gain on this transaction of approximately $820,000.

                                       4
<PAGE>

     Assignments of Rowan Cash Flow

     On November  24, 2004,  L.P.  Seven  assigned  3.24% of its interest in the
profits, losses and future cash flows of a mobile offshore drilling rig, subject
to a lease with Rowan  Companies,  Inc. to us for $810,000.  This assignment was
made in order for L.P. Seven to repay its  outstanding  debt obligation to us as
required by the Contribution Agreement,  which is more fully explained elsewhere
in this document  (See  Financing  and  Borrowings  located in the Liquidity and
Capital Resources section).  This amount represented L.P. Seven's  proportionate
fair value of L.P.  Seven's  interest  in the mobile  offshore  drilling  rig at
November  24,  2004.  The fair value of the  mobile  offshore  drilling  rig was
determined using an independent third party appraisal and cash flow analysis.

     On February  23, 2005,  L.P.  Seven  assigned  2.69% of its interest in the
profits, losses and future cash flows of a mobile offshore drilling rig, subject
to a lease  with  Rowan  Companies,  Inc.  to us for  $672,992,  increasing  our
ownership interest to 5.93%. This assignment was made in order for L.P. Seven to
repay its  outstanding  debt  obligation  to us as required by the  Contribution
Agreement,  which  is more  fully  explained  elsewhere  in this  document  (See
Financing  and  Borrowings  located  in  the  Liquidity  and  Capital  Resources
section).  This amount represented L.P. Seven's proportionate fair value of L.P.
Seven's  interest in the mobile offshore  drilling rig at February 23, 2005. The
fair  value  of the  mobile  offshore  drilling  rig  was  determined  using  an
independent third party appraisal and cash flow analysis.

     Kenilworth and SPK Exchange

     On December 1, 2004,  we  transferred  our entire 5% ownership  interest in
ICON/Kenilworth,  LLC ("Kenilworth"), a 25 MW co-generation facility on lease to
Schering-Plough  to an affiliate,  ICON Income Fund Nine,  LLC, ("Fund Nine") in
exchange for Fund Nine's 25.87% ownership  interest in ICON SPK 2023-A LLC ("SPK
2023").  We entered into this exchange to reduce our New Jersey State income tax
obligations.  The  General  Partner  believes  it is in our best  interest to no
longer have any ownership  interest in equipment  held in New Jersey.  After the
exchange,  we have a 74.87% ownership interest in SPK 2023 and have no ownership
interest in Kenilworth.  The fair value of Kenilworth  was  determined  using an
independent  third party appraisal and the General Partner  determined that fair
value  for SPK 2023  approximated  its net book  value  based  upon the  General
Partners knowledge of equipment leases held by SPK 2023.

     Cathay Pacific Aircraft Lease Extension

     We have entered  into  negotiations  with Cathay  Pacific  Airways  Limited
("Cathay")  regarding  a  possible  lease  extension.  The  initial  term of all
equipment on lease to Cathay is scheduled to expire on March 31, 2006.

     McDonnell Douglas DC10-30F aircraft

     During 2003 we and Fund Nine formed a joint  venture,  ICON Aircraft  47820
LLC, for the purpose of acquiring an investment in a McDonnell  Douglas DC10-30F
aircraft on lease to Federal  Express  Corporation,  with an expiration  date of
March 31, 2007. This lease may be renewed for up to five years  thereafter.  Our
portion  of the  purchase  price  was  approximately  $24,405,000  comprised  of
approximately  $2,615,000 in cash and approximately  $21,790,000 of non-recourse
debt. We have a 90% ownership interest in this joint venture.

     Available Information

     Our Annual  Reports on Form 10-K and our most recent  Quarterly  Reports on
Form 10-Q and amendments to those reports,  if any, are available free of charge
on our  internet  website at  http://www.iconcapital.com  as soon as  reasonably
practicable after such reports are electronically filed with or furnished to the
Securities and Exchange  Commission.  This  information is also available on the
Securities and Exchange Commission's website, at http://www.sec.gov.

                                       5
<PAGE>

Item 2. Properties

     We neither  own nor lease  office  space or any other real  property in our
business at the present time.

Item 3. Legal Proceedings

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

     K-Mart Corporation Bankruptcy

     On January  22,  2002,  K-Mart  Corporation  ("K-Mart")  and its  affiliate
debtors filed a voluntary petition in the United States Bankruptcy Court for the
Eastern  District  of Illinois  seeking  relief  under  Chapter 11 of the United
States Bankruptcy Code. We are the lessor of 179 Noritsu  Optical/Digital  photo
processing mini-labs located at K-Mart retail locations throughout the country.

     We have been negotiating  with K-Mart and we are currently  hopeful that we
will be able to enter  into a  stipulation  agreement  with  K-Mart  in the near
future wherein K-Mart would affirm four of the five equipment schedules covering
the  Noritsu  mini-labs  they have on lease with us. As part of the  settlement,
K-Mart would also agree to reimburse  us for  approximately  $200,000 in overdue
property tax payments.  Although  K-Mart emerged from  bankruptcy last year, the
Bankruptcy Court has retained  jurisdiction over this matter.  K-Mart is current
in their payments to us on the remainder of the leased equipment.

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 2004.

                                       6
<PAGE>


                                     PART II

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

     Our limited  partnership  interests  are not  publicly  traded nor is there
currently a market for our limited  partnership  interests.  It is unlikely that
any such market will develop.

                                      Number of Equity Security Holders
        Title of Class                      as of March 18, 2005
  ---------------------------     ---------------------------------------
        General Partner                               1
        Limited Partner                             2,819

     We do not,  in the normal  course of  business,  pay  dividends.  We do pay
monthly  distributions  to our partners  beginning  with their  admission to the
Partnership  through  the  termination  of the  reinvestment  period,  which  is
anticipated to be October 16, 2006. For the years ended December 31, 2004,  2003
and 2002, we paid  distributions  to our limited partners  totaling  $5,955,151,
$7,008,299 and $8,056,975,  respectively. For the years ended December 31, 2004,
2003 and 2002, we paid  distributions to our general partner  totaling  $60,155,
$70,347 and $81,384, respectively.

     In order for National  Association of Securities  Dealers  ("NASD") members
and their  associated  persons to have  participated in the offering and sale of
interests  in limited  partnership  units (the  "Units")  pursuant to the fourth
offering or to participate in any future  offering of our Units, we are required
pursuant to NASD Rule  2710(c)(6) to disclose in each annual report  distributed
to our limited  partners a per unit estimated value of our Units,  the method by
which we  developed  the  estimated  value  and the  date  used to  develop  the
estimated value. In addition, our General Partner must prepare annual statements
of our estimated Unit values to assist  fiduciaries of retirement  plans subject
to the annual reporting  requirements of Employee Retirement Income Security Act
("ERISA") in the  preparation of their reports  relating to an investment in our
Units.  For these  purposes,  the  estimated  value of our Units is deemed to be
$51.67 per Unit at September 30, 2004.

     This  estimate  was based on the  amount of  remaining  undiscounted  lease
payments on our existing  leases,  the booked  estimated  residual values of the
equipment held by us upon the  termination of those leases and our cash on hand.
From this amount we then subtracted our total debt  outstanding and then divided
that sum by the total  number of Units  outstanding.  This  valuation  was based
solely on the General  Partner's  perception of market  conditions and the types
and amounts of our assets. No independent valuation was sought.  However, as set
forth below, there is no significant public trading market for our Units at this
time, and there can be no assurance  that limited  partners could receive $51.67
per Unit if such a market did exist and they sold their  Units or that they will
be able to receive  such  amount for their Units in the  future.  The  foregoing
valuation was performed solely for the ERISA and NASD purposes  described above.
There  is no  market  for our  Units,  and,  accordingly,  this  value  does not
represent an estimate of the amount a limited  partner  would receive if he were
to seek to sell his  Units.  Furthermore,  there can be no  assurance  as to the
amount we may actually  receive if and when we seek to  liquidate  our assets or
the amount of lease payments and equipment disposition proceeds we will actually
receive over our  remaining  term.  Our limited  partnership  interests  are not
publicly  traded nor is there  currently  a market for our  limited  partnership
units. It is unlikely that any such market will develop.

                                       7
<PAGE>
Item 6. Selected Consolidated Financial Data

     The selected consolidated financial data should be read in conjunction with
the  consolidated  financial  statements  and related notes  included in Item 8,
Financial Statements and Supplemental Data contained elsewhere in this report.

<TABLE>
<CAPTION>
                                                                        Year Ended December 31,
                                                         2004          2003          2002         2001       2000
                                                         ----          ----          ----         ----       -----

<S>                                                <C>             <C>            <C>          <C>          <C>
 Total revenue                                     $  21,591,797   $ 25,150,087   $25,467,361  $20,231,996  $  742,302
                                                   =============   ============   ===========  ===========  ==========
 Net (loss) income                                 $  (4,609,006)  $ (5,181,209)  $  (136,897) $   820,109  $  291,236
                                                   =============   ============   ===========  ===========  ==========
 Net (loss) income allocable to limited partners   $  (4,562,916)  $ (5,129,397)  $  (135,528) $   811,908  $  288,324
                                                   =============   ============   ===========  ===========  ==========
 Net (loss) income allocable to general partner    $     (46,090)  $    (51,812)  $    (1,369) $     8,201  $    2,912
                                                   =============   ============   ===========  ===========  ==========

 Weighted average number of limited
   partnership units outstanding                         744,463        747,189       749,475      502,536     132,049
                                                   =============   ============   ===========  ===========  ==========
 Net (loss) income per weighted average
   limited partnership unit                        $       (6.13)  $      (6.86)  $     (0.18) $      1.62  $     2.18
                                                   =============   ============   ===========  ===========  ==========

 Distributions to limited partners                 $   5,955,151   $  7,008,299   $ 8,056,975  $ 4,932,964  $  536,708
                                                   =============   ============   ===========  ===========  ==========
 Distributions per weighted average
   limited partner unit                            $        8.00   $       9.38   $     10.75  $      9.82  $     4.06
                                                   =============   ============   ===========  ===========  ==========
 Distributions to the general partner              $      60,155   $     70,347   $    81,384  $    49,845  $    5,228
                                                   =============   ============   ===========  ===========  ==========
</TABLE>


<TABLE>
<CAPTION>

                                                       December 31,
                      -----------------------------------------------------------------------------
                      2004               2003             2002               2001             2000
                      ----               ----             ----               ----             ----

<S>                <C>               <C>               <C>               <C>               <C>
 Total assets      $119,147,022      $180,747,120      $189,408,747      $143,918,696      $88,108,178
                   ============      ============      ============      ============      ===========
 Notes payable     $ 86,305,022      $134,938,722      $133,631,339      $ 79,752,204      $67,497,834
                   ============      ============      ============      ============      ===========
 Members' equity   $ 29,597,291      $ 40,363,969      $ 52,820,395      $ 61,212,600      $18,764,181
                   ============      ============      ============      ============      ===========
</TABLE>

                                       8
<PAGE>

Item 7. General  Partner's  Discussion  and Analysis of Financial  Condition and
Results of Operations

Forward-Looking  Information  - Certain  statements  within  this  document  may
constitute   forward-looking  statements  within  the  meaning  of  the  Private
Securities  Litigation  Reform Act of 1995.  These  statements are identified by
words  such  as  "anticipate,"   "believe,"   "estimate,"  "expects,"  "intend,"
"predict" or "project" and similar  expressions.  This  information  may involve
risks and  uncertainties  that could cause actual  results to differ  materially
from the forward-looking  statements. We believe 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.  Any such  forward-looking
statements  are  subject to risks and  uncertainties  and our future  results of
operations   could  differ   materially  from  historical   results  or  current
expectations.  Some of these risks are  discussed in this  report,  and include,
without limitation, fluctuations in oil and gas prices; level of fleet additions
by  competitors  and  industry  overcapacity;   changing  customer  demands  for
aircraft; acts of terrorism;  unsettled political conditions,  war, civil unrest
and governmental  actions,  and environmental and labor laws. Our actual results
could  differ  materially  from  those   anticipated  by  such   forward-looking
statements due to a number of factors,  some of which may be beyond our control,
including, without limitation:

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

o    the degree and nature of our competition;

o    availability of qualified personnel;

o    cash flows from operating  activities may be less than our current level of
     expenses and debt obligations;  o the financial condition of lessees; and o
     lessee defaults.

     a.  Overview

     We are an equipment leasing business formed on February 7, 2000 which began
active  operations  on June 14,  2000.  We  primarily  engage in the business of
acquiring  equipment  subject  to  lease  and,  to a  lesser  degree,  acquiring
ownership rights to items of leased equipment at lease  expiration.  Some of our
equipment  leases are acquired for cash and are expected to provide current cash
flow, which we refer to as "income"  leases.  The majority of the purchase price
of our other  equipment  leases will be borrowed,  so these leases will generate
little or no current cash flow because  substantially all of the rental payments
received from a lessee will be paid to a lender.  For these "growth" leases,  we
anticipate  that the future value of the leased  equipment  will exceed the cash
portion of the purchase  price paid for the  equipment.  We are currently in our
"reinvestment"  phase,  wherein we seek to purchase  equipment from time to time
through October 2006.

     Capital Resources and Liquidity

     We initially  invested  most of the net proceeds from our offering in items
of equipment subject to a lease. Additionally,  additional investments have been
made with the cash  generated  from our initial  investments  to the extent that
cash has not been needed for expenses,  reserves and distributions to investors.
The investment in additional equipment in this manner is called  "reinvestment."
We anticipate  purchasing  equipment from time to time until five years from the
date we completed the offering of limited partnership interests. That time frame
is called the "reinvestment period," which we may extend for an additional three
years, at our discretion. After the "reinvestment period," we will then sell our
assets in the  ordinary  course  of  business  during a time  frame  called  the
"disposition  period." If we believe it would benefit  investors to reinvest our
cash flow in  equipment  during the  disposition  period,  we may do so, but the
General  Partner will not receive any  additional  fees in connection  with such
reinvestments.  Our goal is to complete  the  disposition  period in three years
after  the end of the  reinvestment  period,  but it may take  longer  to do so.
Accordingly,  an investor  should expect to hold his units for at least 10 years
from the time he invests.

                                       9
<PAGE>

     Our  current  portfolio,  which we hold either  directly  or through  joint
venture  investments  with  affiliates  and others,  consists  primarily  of the
following equipment subject to lease:

         Air Transportation Industry:

o    We have a 90% interest in a McDonnell Douglas  DC-10-30F  aircraft on lease
     with Federal Express Corporation with an expiration date of March 31, 2007.
     This lease may be renewed for up to five years  thereafter.  Our portion of
     the purchase price was approximately $24,405,000 comprised of approximately
     $2,615,000 in cash and approximately $21,790,000 of non-recourse debt.

o    We have a 100% interest in one Airbus A340-313X aircraft and a 50% interest
     in a  second  Airbus  A340-313X  aircraft,  both on lease  to  Cathay  with
     expiration  dates of March  31,  2006.  We have  entered  into  preliminary
     negotiations with Cathay regarding possible lease extensions.  The purchase
     price of the first  aircraft  was  approximately  $76,467,000  comprised of
     $4,250,000 in cash and approximately  $72,217,000 of non-recourse debt. Our
     portion of the  purchase  price of the second  aircraft  was  approximately
     $38,125,000 comprised of approximately $2,125,000 in cash and approximately
     $36,000,000 of non-recourse debt.

o    We have a 100%  interest in five  aircraft  engines on lease to TWA, LLC, a
     subsidiary  of American  Airlines.  The lease is scheduled to expire on May
     28, 2008. The aggregate purchase price was $5,950,000 in cash.

o    We have a 100%  interest  in one  flight  simulator  on  lease  to  British
     Aerospace,  Inc. ("BAE"). The lease will expire on March 27, 2006, at which
     time BAE may renew the lease for two additional terms of one year each. The
     purchase price was  approximately  $12,892,000  comprised of  approximately
     $2,062,000 in cash and $10,830,000 of non-recourse debt.

         Information Technology Industry

o    We  have a 100%  interest  in  five  schedules  consisting  of 179  Noritsu
     Optical/Digital  photo processing  mini-labs  subject to lease with K-Mart.
     The lease  expiration  dates range  between  April 30, 2006 and January 31,
     2007.  The aggregate  purchase  price for the  equipment was  approximately
     $18,234,000  comprised of approximately  $682,000 in cash and approximately
     $17,552,000 of non-recourse debt.

     On January 22, 2002,  K-Mart and its  affiliate  debtors  filed a voluntary
     petition in the United States  Bankruptcy Court for the Eastern District of
     Illinois  seeking  relief under Chapter 11 of the United States  Bankruptcy
     Code. We have been  negotiating  with K-Mart and we are  currently  hopeful
     that we will be able to enter into a stipulation  agreement  with K-Mart in
     the near future  wherein  K-Mart  would  affirm four of the five  equipment
     lease schedules  covering the Noritsu mini-labs they have on lease with us.
     As part of the  settlement,  K-Mart  would also agree to  reimburse  us for
     approximately  $200,000 in overdue  property tax payments.  Although K-Mart
     emerged  from  bankruptcy  last year,  the  Bankruptcy  Court has  retained
     jurisdiction over this matter. K-Mart is current in their payments to us on
     the remaining four equipment lease schedules.

         Other Equipment

o    We have a  96.73%  interest  in ICON  Cheyenne.  ICON  Cheyenne  is a joint
     venture which holds an equipment portfolio  consisting of various equipment
     leases, including over the road rolling stock,  manufacturing equipment and
     materials handling equipment.  The original  transaction involved acquiring
     from Cheyenne Leasing Company a portfolio of 119 leases, of which 27 remain
     active with  expiration  dates ranging between March 2005 and October 2006.
     Our portion of the purchase price was approximately  $29,706,000  comprised
     of  approximately  $11,401,000  in cash and  approximately  $18,305,000  of
     non-recourse debt.

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

                                       10
<PAGE>

     Portfolio Activity

     Sale of Boeing Aircraft

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

     Assignment of Interest in ICON Cheyenne LLC

     On September 23, 2004,  L.P.  Seven  assigned 9.04% of its interest in ICON
Cheyenne to us for $204,384,  thereby  increasing our ownership in ICON Cheyenne
to  96.73%.  This  assignment  was made in order  for  L.P.  Seven to repay  its
outstanding  debt  obligation to us as required by the  Contribution  Agreement,
which is more fully  explained  elsewhere in this  document  (See  Financing and
Borrowings located in the Liquidity and Capital Resources section).  This amount
represented  L.P. Seven's  proportionate  fair value of L.P. Seven's interest in
ICON  Cheyenne  at  September  23,  2004.  The fair value was  determined  using
discounted cash flow projections for ICON Cheyenne's portfolio.

     Sale of Petsmart Equipment

     During October 2004, our lease with Petsmart, Inc. expired.  Petsmart, Inc.
purchased all of the equipment,  which  consisted of conveyer  systems,  frames,
racks,  carousels and forklifts,  for the equipment's fair value, of $1,300,000.
We recognized a gain on this transaction of approximately $820,000.

     Assignments of Rowan Cash Flow

     On November  24, 2004,  L.P.  Seven  assigned  3.24% of its interest in the
profits, losses and future cash flows of a mobile offshore drilling rig, subject
to a lease with Rowan  Companies,  Inc. to us for $810,000.  This assignment was
made in order for L.P. Seven to repay its  outstanding  debt obligation to us as
required by the Contribution Agreement,  which is more fully explained elsewhere
in this document  (See  Financing  and  Borrowings  located in the Liquidity and
Capital Resources section).  This amount represented L.P. Seven's  proportionate
fair value of L.P.  Seven's  interest  in the mobile  offshore  drilling  rig at
November  24,  2004.  The fair value of the  mobile  offshore  drilling  rig was
determined using an independent third party appraisal and cash flow analysis.

     On February  23, 2005,  L.P.  Seven  assigned  2.69% of its interest in the
profits, losses and future cash flows of a mobile offshore drilling rig, subject
to a lease  with  Rowan  Companies,  Inc.  to us for  $672,992,  increasing  our
ownership interest to 5.93%. This assignment was made in order for L.P. Seven to
repay its  outstanding  debt  obligation  to us as required by the  Contribution
Agreement,  which  is more  fully  explained  elsewhere  in this  document  (See
Financing  and  Borrowings  located  in  the  Liquidity  and  Capital  Resources
section).  This amount represented L.P. Seven's proportionate fair value of L.P.
Seven's  interest in the mobile offshore  drilling rig at February 23, 2005. The
fair  value  of the  mobile  offshore  drilling  rig  was  determined  using  an
independent third party appraisal and cash flow analysis.

     Kenilworth and SPK Exchange

     On December 1, 2004,  we  transferred  our entire 5% ownership  interest in
Kenilworth,  a 25 MW co-generation  facility on lease to  Schering-Plough  to an
affiliate,  Fund Nine in exchange for Fund Nine's 25.87%  ownership  interest in
SPK 2023.  We entered  into this  exchange to reduce our New Jersey State income
tax  obligations.  The General Partner believes it is in our best interest to no
longer have any ownership  interest in equipment  held in New Jersey.  After the
exchange,  we have a 74.87% ownership interest in SPK 2023 and have no ownership
interest in Kenilworth.  The fair value of Kenilworth  was  determined  using an
independent  third party appraisal and the General Partner  determined that fair
value  for SPK 2023  approximated  its net book  value  based  upon the  General
Partners knowledge of equipment leases held by SPK 2023.

                                       11
<PAGE>

     Cathay Pacific Aircraft Lease Extension

     We have entered into  negotiations  with Cathay  regarding a possible lease
extension.  The initial term of all equipment on lease to Cathay is scheduled to
expire on March 31, 2006.

     Economic and Industry Factors

     Our results continue to be impacted by a number of factors  influencing the
United States of America's  economy as well as the equipment  leasing  industry,
some of which are discussed below.

     United States Economy

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

     Air Transportation Industry

     The  domestic  aircraft  leasing  industry  has been on the  downside  of a
business  cycle and  continues to remain  there.  This has resulted in depressed
sales prices for assets such as our aircraft interests.  It does not appear that
the industry will recover  significantly in the very near future especially with
the  recent  increases  in the price of  gasoline  and the fare wars  within the
domestic air  transportation  industry.  We are optimistic  that a recovery will
occur  within two to three  years  time.  However,  a further  weakening  of the
industry could cause the proceeds  realized from the future sale of our aircraft
to be even less than suggested by recent appraisals.

     Information Technology Industry

     As a result of the cyclical behavior of the information technology industry
and its focus on the consumer,  all  manufacturers are vulnerable to market down
turns.  Regardless of the product being offered,  the intrinsic boom-bust nature
of the  technology  sector  challenges  companies to  constantly  try to improve
and/or create  innovative  changes in their products,  aggressively  pushing the
incumbent  equipment  into  obsolescence.  There is no assurance that we will be
able to locate a willing  buyer or lessee for our assets,  or if one is located,
that the  buyer or lessee  will pay a price for the asset at least  equal to the
appraised value.

                                       12
<PAGE>

     Inability to Remarket Assets

     The market for some of our assets is not very liquid.  If current equipment
lessees  choose not to renew  their  leases or  purchase  other  equipment  upon
expiration of the existing lease, we will need to remarket the equipment.  There
is no assurance that we will be able to locate a willing buyer or lessee for our
assets, or if one is located,  that the buyer or lessee will pay a price for the
asset at least equal to the appraised value.

     Critical Accounting Policies

     An  appreciation  of our  critical  accounting  policies  is  necessary  to
understand our financial results. These policies may require the General Partner
to make difficult and subjective  judgments  regarding  uncertainties,  and as a
result,  such  estimates may  significantly  impact our financial  results.  The
precision of these  estimates and the  likelihood of future  changes depend on a
number of underlying variables and a range of possible outcomes.  We applied our
critical accounting policies and estimation methods  consistently in all periods
presented.  We consider the following  accounting policies to be critical to our
business:

o        Lease classification and revenue recognition
o        Asset impairments
o        Depreciation

     Lease Classification and Revenue Recognition

     The equipment we lease to third  parties is classified  either as a finance
lease, a leveraged lease, or an operating lease,  which is determined based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the related  lease for both a finance  lease and a leveraged  lease.
For an operating  lease, the initial direct costs are included as a component of
the cost of the equipment and depreciated.

     For finance leases, we record, at lease inception,  the total minimum lease
payments receivable from the lessee, the estimated  unguaranteed  residual value
of the equipment at lease  termination,  the initial direct costs related to the
lease 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 ratably over the term of the lease.

     For leveraged leases, we record, at lease inception,  our net investment in
the equipment  which  consists of the minimum  lease  payments  receivable,  the
estimated  unguaranteed residual value of the equipment at lease termination and
the initial  direct costs related to the lease,  net of the unearned  income and
principal  and interest on the related  non-recourse  debt.  Unearned  income is
recognized  as income over the life of the lease at a constant rate of return on
the positive net investment.

     For operating leases, income is recorded as rental income and is recognized
on the straight line method over the lease term.

     Our General  Partner has an  Investment  Committee  that  approves each new
equipment  acquisition.  As part  of  their  process  the  Investment  Committee
determines the residual value to be used once the acquisition has been approved.
The factors  considered in determining  the residual value include,  but are not
limited to, the  creditworthiness of the potential lessee, the type of equipment
being  considered,  how the equipment is integrated  into the potential  lessees
business,  the length of the lease and  industry in which the  potential  lessee
operates.  Residual  values are reviewed in accordance with our policy to review
all significant assets in our portfolio.

                                       13
<PAGE>

     Asset Impairments

     The significant assets in our asset portfolio are periodically reviewed, at
least  annually,  by  management,  to  determine  whether  events or  changes in
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable.  Management uses qualified third party  appraisers to assist in the
review process.  An impairment loss will be recognized if the carrying amount of
a  long-lived  asset is not  recoverable  and exceeds  its fair  value.  In such
circumstances,  we will estimate the future cash flows (undiscounted and without
interest  charges) expected to result from the use of the asset and its eventual
disposition.  Future cash flows are the cash inflows expected to be generated by
an asset  less the cash  outflows  expected  to be  necessary  to  obtain  those
inflows. An impairment loss will be measured as the amount by which the carrying
amount of a long-lived asset exceeds its fair value.

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than our  carrying  value or (ii) the lessee is  experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the  disposition  of the asset will be  sufficient to satisfy the remaining
obligation  to the lender and our residual  position in the asset.  Generally in
the latter  situation,  the residual  position  relates to equipment  subject to
third party notes payable where the lessee remits their rental payments directly
to the lender and we do not recover our residual position until the note payable
is repaid in full.

     Depreciation

     We record  depreciation  expense on  equipment  classified  as an operating
lease.  In order to calculate  depreciation,  we first determine the depreciable
equipment cost,  which is the cost less estimated  residual value. The estimated
residual  value  is  our  estimate  of  the  value  of the  equipment  at  lease
termination.  The estimated residual value is reviewed annually,  by management,
to  determine  whether an  impairment  charge may be required.  Management  uses
qualified third party  appraisers to assist in the review process.  Depreciation
expense is recorded ratably over the term of the related lease.

     New Accounting Pronouncements

     During   December  2004,  the  FASB  issued  SFAS  No.  153  "Exchanges  of
Nonmonetary  Assets--an  amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153
is based on the  principle  that  exchanges  of  nonmonetary  assets  should  be
measured  based on the fair  value of the  assets  exchanged.  The  guidance  in
Opinion  29,  however,  included  certain  exceptions  to that  principle.  This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges of nonmonetary assets that do not have commercial substance.  SFAS 153
is effective for  nonmonetary  exchanges  occurring in fiscal periods  beginning
after June 15, 2005. We do not expect the adoption of SFAS 153 to have an impact
on our financial position or results of operations.

     Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material effect on
the accompanying consolidated financial statements.

                                       14
<PAGE>

b. Results of Operations for the Years Ended December 31, 2004 ("2004") and 2003
("2003")

Revenue for 2004 and 2003 are summarized as follows:

<TABLE>
<CAPTION>
                                                                        Years Ended December 31,
                                                                     2004         2003        Change
                                                                     ----         ----        ------

<S>                                                           <C>             <C>           <C>
 Total revenue                                                $  21,591,797   $25,150,087   $(3,558,290)
                                                              =============   ===========   ===========

 Rental income                                                $  19,602,860   $21,965,472   $(2,362,612)

 Finance income                                               $   1,134,039   $ 2,013,276   $  (879,237)

 Net (loss) gain on sale of equipment                         $     (53,385)  $   798,490   $  (851,875)

 Income from investments in joint ventures                    $     430,029   $   341,992   $    88,037

 Gain from investments in unguaranteed residual values        $     347,317   $     -       $   347,317

 Interest and other income                                    $     130,937   $    30,857   $   100,080
</TABLE>

     Revenues for 2004 decreased by $3,558,290,  or 14.1%,  as compared to 2003.
The  decrease in revenue is due  primarily  to a decrease in rental  income that
resulted from the  termination of equipment on lease by one of our  consolidated
joint  ventures,  ICON  Aircraft  24846.  We received no rental income from this
joint venture in 2004 while we received six months of rental income in 2003. The
decrease in finance income resulted primarily from the termination of two leases
to CSK Auto in November 2003. The increase in loss on sales of equipment was due
primarily to a greater  number of leases being  terminated  in ICON  Cheyenne in
2004 at losses as compared to 2003. Partially offsetting the decrease in revenue
was a gain from the  investment in  unguaranteed  residual value in the WH Smith
and Summit portfolio of residuals in 2004. There were no corresponding  gains in
2003.

                                       15
<PAGE>

Expenses for 2004 and 2003 are summarized as follows:

<TABLE>
<CAPTION>
                                                      Years Ended December 31,
                                                    2004               2003          Change
                                                    ----               ----          ------

<S>                                         <C>                 <C>              <C>
 Total expenses                             $      26,200,803   $   30,331,296   $  (4,130,493)
                                            =================   ===============  =============

 Depreciation                               $      14,629,044   $   16,896,463   $  (2,267,419)
 Interest                                   $       5,688,282   $    7,486,199   $  (1,797,917)
 Management fees - General Partner          $       1,500,347   $    2,008,870   $    (508,523)
 Administrative expense reimburesement -
   General Partner                          $         862,030   $      936,605   $     (74,575)
 Aircraft maintenance                       $         171,180   $      745,872   $    (574,692)
 General and administrative                 $       1,188,050   $    1,277,570   $     (89,520)
 Amortization of initial direct costs       $         120,099   $      229,278   $    (109,179)
 Bad debt expense                           $         411,742   $           -    $     411,742
 Impairment loss                            $       1,801,788   $      900,000   $     901,788
 Minority interest                          $        (171,759)  $     (149,561)  $     (22,198)

</TABLE>


     Expenses for 2004  decreased by $4,130,493  or 14%, over 2003.  The overall
decrease in expenses is due primarily to decreases in depreciation  expense that
resulted  from  the  termination  of  equipment  on  lease  by one of our  joint
ventures, ICON Aircraft 24846. In 2004 we reclassified certain equipment that is
now held for  sale or  lease  and  ceased  recording  depreciation  expense.  We
recorded  depreciation on these assets during 2003.  Interest expense  decreased
due to the sale of equipment in ICON Aircraft  24846,  which in turn retired the
outstanding  debt associated  with the lease.  The decrease in management fees -
General Partner and administrative  expense reimbursements - General Partner was
due to  terminations of leases that reduced the rentals that such fees are based
on.  Aircraft  maintenance  decreased due to the sale of the ICON Aircraft 24846
aircraft.  Partially  offsetting  the  decrease in  expenses  was an increase in
impairment loss based upon our determination that the lease end value of some of
our  equipment is less then we previously  estimated.  The increase in provision
for bad debts was recorded on one of the leases included our portfolio of K-Mart
leases due to ongoing legal problems with this one K-Mart lease.

                                       16
<PAGE>

     Net Loss

     As a result of the foregoing factors, net loss for the years ended December
31, 2004 and 2003 was $4,609,006 and $5,181,209,  respectively. The net loss per
weighted average number of limited  partnership  units outstanding was $6.13 and
$6.86, for the years ended December 31, 2004 and 2003, respectively.

c. Results of Operations for the Years Ended December 31, 2003 ("2003") and 2002
("2002")

Revenue for 2003 and 2002 are summarized as follows:

<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                        2003               2002            Change
                                                        ----               ----            ------

<S>                                               <C>                <C>              <C>
 Total revenue                                    $     25,150,087   $   25,467,361   $   (317,274)
                                                  ================   ==============   =============

 Rental income                                    $     21,965,472   $   22,003,284   $    (37,812)
 Finance income                                   $      2,013,276   $    2,743,775   $   (730,499)
 Net gain on sale of equipment                    $        798,490   $      275,489   $    523,001
 Income from investments in joint ventures        $        341,992   $      381,606   $    (39,614)
 Interest and other income                        $         30,857   $       63,207   $    (32,350)

</TABLE>

     Revenues for 2003  decreased by $317,274,  or 1%, as compared to 2002.  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 for which there was no  corresponding  sale in
2002.

Expenses for 2003 and 2002 are summarized as follows:

<TABLE>
<CAPTION>

                                                                Years Ended December 31,
                                                          2003            2002             Change
                                                          ----            ----             ------

<S>                                               <C>                <C>               <C>
 Total expenses                                   $     30,331,296   $    25,604,258   $    4,727,038
                                                  ================   ===============   ==============

 Depreciation                                     $     16,896,463   $    14,171,054   $    2,725,409
 Interest                                         $      7,486,199   $     7,249,407   $      236,792
 Management fees - General Partner                $      2,008,870   $     2,137,679   $     (128,809)
 Administrative expense reimbursement -
   General Partner                                $        936,605   $       966,832   $      (30,227)
 Aircraft maintenance                             $        745,872   $            -    $      745,872
 General and administrative                       $      1,277,570   $       580,106   $      697,464
 Amortization of initial direct costs             $        229,278   $       288,917   $      (59,639)
 Impairment loss                                  $        900,000   $            -    $      900,000
 Minority interest                                $       (149,561)  $       210,263   $     (359,824)

</TABLE>

                                       17
<PAGE>

     Expenses for 2003 increased by  $4,727,038,  or 18%, over 2002. The primary
reason for the increase in expenses was due to depreciation  expense which was a
result of  additional  investments  in operating  leases made  subsequent to the
2002. Interest expense increased due to additional  non-recourse debt associated
with the  additional  investments.  The  decrease in  management  fees - General
Partner  was due to the  overall  decrease  in the  average  size  of our  lease
portfolio in one of the our joint ventures in 2003 as compared to 2002.  General
and administrative  expenses,  as well as, aircraft maintenance increased due to
increased  marketing  activities  and  maintenance  associated  with the  Boeing
767-300 ER aircraft that was previously leased to Scandinavian  Airline Systems.
An impairment  loss of $900,000 was recorded on operating  equipment held in one
of our joint ventures during 2003.

     Net Loss

     As a result of the foregoing factors, 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 number of limited  Partnership  units outstanding was $6.86 and
$0.18, for the year ended December 31, 2003 and 2002, respectively.

     d.   Liquidity and Capital Resources

     Sources of Cash

     We  believe  that with the cash we have  currently  available,  cash  being
generated  from our  leases,  cash  distributions  from our joint  ventures  and
proceeds  from  equipment  sales,  we  have  sufficient  cash  to  continue  our
operations into the foreseeable future.

     Our  main  sources  of cash  during  2004  and  2003,  was  from  investing
activities.  Our primary  sources of cash during 2004,  were  generated from the
sales of equipment and unguaranteed residual values of approximately  $4,900,000
and $757,000,  respectively,  and cash  distributions from our joint ventures of
approximately $925,000. Our primary sources of cash during 2003 were as follows;
the  sales of  equipment  and  unguaranteed  residual  values  of  approximately
$4,359,000  and  $1,933,000,  respectively,  cash  distributions  from our joint
ventures  of   approximately   $1,245,000   and  equipment   sales  advances  of
approximately $1,361,000.

     Our  primarily  cash  outflows  during  2004 and  2003  was from  financing
activities.   Our  primary  cash  outflow  for  both  2004  and  2003  was  cash
distributions to partners and repayment of borrowings. Our cash outflow relating
to distributions to partners for 2004 and 2003 was approximately, $6,015,000 and
$7,079,000,  respectively.  Our  cash  outflows  relating  to the  repayment  of
borrowings  for  2004  and  2003  was  approximately  $768,000  and  $5,579,000,
respectively.  Additionally  during  2004  and 2003 we had  cash  outflows  from
investing  activities  relating  to the loans and  advances to an  affiliate  of
approximately  $1,020,000 and investments in operating  leases of  approximately
$3,077,000, respectively.

     During 2004 and 2003 we borrowed $1,920,000 and $2,000,000 from our line of
credit.  We have amounts  available to borrow,  if necessary,  under our line of
credit agreement with Comerica Bank.

                                       18
<PAGE>

     Financings and Borrowings

     We have  non-recourse  notes  payable  which are being paid directly to the
lenders by the lessees and accrue interest at rates ranging from 4.035% per year
to 10.05% per year. The outstanding  balances of our non-recourse  notes payable
at December 31, 2004 and 2003 was  $83,080,022 and  $132,938,722,  respectively.
During the year ended December 31, 2004 we retired  $34,491,632 of  non-recourse
note payable related to the sale of a Boeing 767-300ER aircraft.

     We and certain of our affiliates,  specifically;  L.P.  Seven,  ICON Income
Fund  Eight A L.P.  and Fund Nine  (collectively,  the  "Initial  Funds"),  were
parties to a Loan and Security  Agreement  dated as of May 30, 2002,  as amended
(the "Loan Agreement"). Under the terms of the Loan Agreement, the Initial Funds
may borrow  money  from  Comerica  Bank with all  borrowings  to be jointly  and
severally  collateralized  by (i) cash and (ii) the  present  values of  certain
rents  receivable and equipment owned by the Initial Funds.  The Loan Agreement,
effective  August 5, 2004,  was amended to add ICON Income Fund Ten,  LLC ("Fund
Ten") as a borrower to the Loan Agreement. On December 6, 2004, we together with
certain of our affiliates: L.P. Seven, ICON Income Fund Eight A L.P., Fund Nine,
and Fund Ten entered into a Sixth  Amendment to the Loan and Security  Agreement
with  Comerica  Bank  wherein the maturity  date of the loan was  extended  from
December 31, 2004 to December 30, 2005. The Loan and Security Agreement provides
for a joint and several line of credit of up to  $17,500,000  collateralized  by
the present value of rents receivable and equipment owned by the borrowers.

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

     During 2004 and 2005, we paid  Comerica  Bank a portion of the  outstanding
obligations  of L.P.  Seven.  As  required  under the terms of the  Contribution
Agreement, L.P. Seven was required to promptly repay us the amounts we have paid
on L.P.  Seven's behalf.  Since L.P. Seven did not have sufficient  liquidity to
repay  us,  L.P.  Seven  assigned  to us  interests  in  certain  joint  venture
investments as full repayment of monies due to us.

                                       19
<PAGE>

     On September 23, 2004,  L.P.  Seven  assigned 9.04% of its interest in ICON
Cheyenne to us for $204,384,  thereby  increasing our ownership in ICON Cheyenne
to 96.73%. This amount represented L.P. Seven's proportionate fair value of L.P.
Seven's  interest in ICON  Cheyenne at September  23,  2004.  The fair value was
determined using discounted cash flow projections for ICON Cheyenne's portfolio.

     On November  24, 2004,  L.P.  Seven  assigned  3.24% of its interest in the
profits, losses and future cash flows of a mobile offshore drilling rig, subject
to a  lease  with  Rowan  Companies,  Inc.  to  us  for  $810,000.  This  amount
represented  L.P. Seven's  proportionate  fair value of L.P. Seven's interest in
the mobile  offshore  drilling rig at November  24, 2004.  The fair value of the
mobile  offshore  drilling rig was determined  using an independent  third party
appraisal.

     On February  23, 2005,  L.P.  Seven  assigned  2.69% of its interest in the
profits, losses and future cash flows of a mobile offshore drilling rig, subject
to a lease  with  Rowan  Companies,  Inc.  to us for  $672,992,  increasing  our
ownership interest to 5.93%. This amount represented L.P. Seven's  proportionate
fair value of L.P.  Seven's  interest  in the mobile  offshore  drilling  rig at
February  23,  2005.  The fair value of the  mobile  offshore  drilling  rig was
determined using an independent third party appraisal.

     Effective  March 8, 2005,  the Initial  Funds and ICON Income Fund Ten, LLC
entered  into a  Seventh  Amendment  to the Loan  and  Security  Agreement  with
Comerica Bank.  This Agreement  released ICON Cash Flow Partners L.P. Seven from
all of its obligations under the Loan and Security Agreement dated as of May 30,
2002. As such,  ICON Cash Flow  Partners L.P.  Seven is no longer a party to the
$17,500,000 line of credit.

     Aggregate  borrowings  by all  Funds  under  the line of  credit  agreement
amounted to $10,272,992  at December 31, 2004. We currently  have  $3,225,000 of
borrowings under this line of credit.

     Distributions

     We pay monthly  distributions  to our limited  partners  beginning with the
first month after the limited partners' admission through the termination of the
operating  period,  which  we  anticipate  will be  October  16,  2006.  We paid
distributions  to limited  partners for the years ended December 31, 2004,  2003
and  2002  of  $5,955,151,  $7,008,299  and  $8,056,925,  respectively.  We paid
distributions to General Partner for the years ended December 31, 2004, 2003 and
2002 of $60,155, $70,347 and $81,384 ,respectively.

                                       20
<PAGE>

     Commitments

     At December 31, 2004 we are parties to both recourse and non-recourse debt.
The lenders have security  interests in equipment  relating to the  non-recourse
debt and an assignment of the rental  payments  under the leases.  If the lessee
were to default on the non-recourse  debt the equipment would be returned to the
lender in extinguishment of the non-recourse  debt. The recourse debt relates to
the Comerica Bank line of credit which is more fully discussed in the financings
and borrowings section above.  Principal maturities of our notes payable consist
of the following at December 31, 2004:

               Year Ending
              December 31,
                  2005                 $    22,016,909
                  2006                      61,403,259
                  2007                       2,884,854
                                       ---------------

                                       $    86,305,022
                                       ===============

         Risks and Uncertainties

     At December  31, 2004,  except as noted above in the  Overview  section and
listed  below in the Risk  Factors  section,  and to the best of our  knowledge,
there were no known  trends or  demands,  commitments,  events or  uncertainties
which are likely to have a material effect on liquidity.

     Set forth below and elsewhere in this report and in other documents we file
with the Securities and Exchange  Commission  are risks and  uncertainties  that
could  cause  our  actual  results  to  differ   materially   from  the  results
contemplated  by the  forward-looking  statements  contained  in this report and
other periodic statements we make, including but not limited to, the following:

o    The market for aircraft is currently  depressed due to an  overabundance of
     aircraft on the market  resulting from the overall downturn in the aviation
     industry  following  the tragic  events of September  11,  2001.  While the
     market for these  aircraft  is  cyclical,  there can be no  assurance  that
     market  will  recover  by  October  2006.  Failure of the market to recover
     significantly  may result in our inability to realize our investment in the
     residuals of the aircraft in the Partnership's portfolio.

o    The Partnership's operations are subject to the jurisdiction of a number of
     federal agencies,  including the FAA. New regulatory rulings may negatively
     impact  the  Partnership's  financial  results  and  economic  value of its
     assets.

o    As a result of the cyclical behavior in the information technology industry
     and its focus on the consumer,  all  manufacturers are vulnerable to market
     down  turns.  Regardless  of  the  product  being  offered,  the  intrinsic
     boom-bust  nature  of  the  technology  sector   challenges   companies  to
     constantly  try to  improve  and/or  create  innovative  changes  in  their
     products,  aggressively  pushing the incumbent equipment into obsolescence.
     There is no  assurance  that we will be able to locate a  willing  buyer or
     lessee for our assets, or if one is located,  that the buyer or lessee will
     pay a price for the asset at least equal to the appraised value.

o    The equipment leasing industry is highly competitive.  When seeking leasing
     transactions  for  acquisition or sale, we compete 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 us and have greater
     financial resources than we do.

                                       21
<PAGE>

     e.  Inflation and Interest Rates

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

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

Item 7A. Qualitative and Quantitative Disclosures About Market Risk

     We, like most other companies,  are exposed to certain market risks,  which
includes changes in interest rates and the demand for equipment (and the related
residuals)  owned  by us.  We  believe  to the  best of our  knowledge  that our
exposure to other market risks,  including  foreign currency exchange rate risk,
commodity risk and equity price risk, are  insignificant,  at this time, to both
our financial position and our results of operations.

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

                                       22
<PAGE>

Item 8.  Consolidated Financial Statements and Supplementary Data

     Index to Financial Statements                                            24

     Report of Independent Registered Public Accounting Firm               25-26

     Consolidated Balance Sheets at December 31, 2004 and 2003                27

     Consolidated Statements of Operations for the Years Ended
       December 31, 2004, 2003 and 2002                                       28

     Consolidated Statement of Changes in Partners' Equity
       for the Years Ended December 31, 2002, 2003 and 2004                29-30

     Consolidated Statements of Cash Flows for the Years Ended
       December 31, 2004, 2003 and 2002                                    31-46

     Notes to Consolidated Financial Statements

                                       23
<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We have audited the accompanying consolidated balance sheets of ICON Income
Fund Eight B L.P.  (a  Delaware  limited  partnership)  and  subsidiaries  as of
December  31,  2004  and  2003  and  the  related  consolidated   statements  of
operations,  changes  in  partners'  equity and cash flows for each of the three
years in the period  ended  December  31,  2004.  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 the standards of the Public  Company
Accounting Oversight Board (United States). 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, 2004 and 2003 and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2004, in conformity  with  accounting  principles
generally accepted in the United States of America.

/s/ Hays & Company LLP

April 8, 2005
New York, New York


                                       24
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                           Consolidated Balance Sheets
                                  December 31,

                            ASSETS


<TABLE>
<CAPTION>

                                                       2004                2003
                                                       ----                 ----

<S>                                           <C>                <C>
 Cash and cash equivalents                    $      1,249,480   $         1,760,803
                                              ----------------   -------------------

 Investments in finance leases:
 Minimum rents receivable                           10,440,930            15,192,886
   Estimated unguaranteed residual values            1,227,902             1,737,662
   Initial direct costs, net                            74,841               194,985
   Unearned income                                    (840,885)           (1,974,924)
   Allowance for doubtful accounts                    (411,742)               -
                                              -----------------  ------------------

      Net investments in finance leases             10,491,046            15,150,609
                                              ----------------   -------------------

 Investments in operating leases:
   Equipment, at cost                              138,085,569           148,112,061
   Accumulated depreciation                        (39,597,336)          (31,289,197)
                                              -----------------  --------------------

      Net investments in operating leases           98,488,233           116,822,864
                                              ----------------   -------------------
 Equipment held for sale or lease, net                    -               36,741,848
 Investments in joint ventures                       5,308,848             6,382,227
 Due from affiliates                                    14,071               167,170
 Investment in unguaranteed residual values               -                  409,586
 Investment in option, at cost                       2,100,000             2,100,000
 Other assets, net                                   1,495,344             1,212,013
                                              -----------------  -------------------

      Total assets                            $    119,147,022   $       180,747,120
                                              ================   ===================

</TABLE>


See accompanying notes to consolidated financial statements.

                                       25
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                           Consolidated Balance Sheets
                                  December 31,

                        LIABILITIES AND PARTNERS' EQUITY

<TABLE>
<CAPTION>

                                                                  2004            2003
                                                                  ----            ----

<S>                                                       <C>                <C>
 Notes payable - non-recourse                             $     83,080,022   $     132,938,722
 Notes payable - recourse                                        3,225,000           2,000,000
 Due to affiliates                                                 169,543              98,203
 Deferred rental income                                          1,036,168           1,255,076
 Equipment sales advances                                           72,600           1,361,506
 Security deposits and other liabilities                         1,145,673           1,377,023
 Minority interest                                                 820,725           1,352,621
                                                         -----------------  ------------------

    Total liabilities                                           89,549,731         140,383,151
                                                         -----------------  ------------------

 Commitments and contingencies

 Partners' equity:
    General partner                                               (354,117)           (247,872)
    Limited partners: 743,279.34 and 745,491.39 units
      outstanding, $100 per unit original issue price           29,951,408          40,611,841
                                                         -----------------  ------------------

    Total partners' equity                                      29,597,291          40,363,969
                                                         -----------------  ------------------

Total liabilities and partners' equity                    $    119,147,022   $     180,747,120
                                                          =================  =================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       26
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Operations
                            Years Ended December 31,

<TABLE>
<CAPTION>


                                                                            2004           2003       2002
                                                                             ----          ----       -----

 Revenue:
<S>                                                                  <C>              <C>            <C>
    Rental income                                                    $    19,602,860  $  21,965,472 $ 22,003,284
    Finance income                                                         1,134,039      2,013,276    2,743,775
    Net (loss) gain on sales of equipment                                    (53,385)       798,490      275,489
    Income from sale of investments in joint ventures                        430,029        341,992      381,606
    Gain from sale of investment in unguaranteed residual values             347,317             -            -
    Interest and other income                                                130,937         30,857       63,207
                                                                     ---------------  -------------  -----------

      Total revenue                                                       21,591,797     25,150,087   25,467,361
                                                                     --------------   -------------  -----------

 Expenses:
    Depreciation                                                          14,629,044     16,896,463   14,171,054
    Interest                                                               5,688,282      7,486,199    7,249,407
    Management fees - General Partner                                      1,500,347      2,008,870    2,137,679
    Administrative expense reimbursements - General Partner                  862,030        936,605      966,832
    Aircraft maintenance                                                     171,180        745,872         -
    General and administrative                                             1,188,050      1,277,570      580,106
    Amortization of initial direct costs                                     120,099        229,278      288,917
    Bad debt expense                                                         411,742             -          -
    Impairment loss                                                        1,801,788        900,000         -
    Minority interest                                                       (171,759)      (149,561)     210,263
                                                                     ---------------- ------------- ----------

      Total expenses                                                      26,200,803     30,331,296   25,604,258
                                                                     ---------------  -------------   ----------

 Net loss                                                            $   (4,609,006)  $ (5,181,209) $  (136,897)
                                                                     ===============  ============  ===========

 Net loss allocable to:
    Limited Partners                                                  $   (4,562,916)  $ (5,129,397) $  (135,528)
    General Partners                                                         (46,090)       (51,812)      (1,369)
                                                                     ----------------  ------------- ------------

                                                                      $   (4,609,006)  $ (5,181,209) $  (136,897)
                                                                      ===============  ============  ===========

 Weighted average number of limited partnership
    units outstanding                                                        744,463        747,189      749,475
                                                                     ===============  =============  ===========

 Net loss per weighted average limited
    partnership unit                                                 $        (6.13)  $       (6.86) $     (0.18)
                                                                     ===============  =============  ===========

</TABLE>


See accompanying notes to consolidated financial statements.

                                       27
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
              Consolidated Statement of Changes in Partners' Equity
                  Years Ended December 31, 2002, 2003 and 2004

<TABLE>
<CAPTION>

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

<S>                                             <C>        <C>     <C>               <C>            <C>
Balance, January 1, 2002                                           $    61,255,560   $    (42,960)  $ 61,212,600

Limited partnership units redemmed
   (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, December 31, 2002                                              52,946,108       (125,713)    52,820,395
Limited partnership units redemmed
   (2,954.46 units)                                                       (196,571)          -          (196,571)
 Cash distributions to partners                 $   9.38   $  -         (7,008,299)       (70,347)    (7,078,646)
 Net loss                                                               (5,129,397)       (51,812)    (5,181,209)
                                                                   ----------------  -------------  ------------

Balance, December 31, 2003                                              40,611,841       (247,872)    40,363,969
Limited partnership units redemmed
   (2,212.05 units)                                                       (142,366)          -          (142,366)
 Cash distributions to partners                 $   8.00   $  -         (5,955,151)       (60,155)    (6,015,306)
 Net loss                                                               (4,562,916)       (46,090)    (4,609,006)
                                                                   ----------------  -------------  ------------

Balance, December 31, 2004                                         $    29,951,408   $   (354,117)  $ 29,597,291
                                                                   ===============   =============  ============

</TABLE>

See accompanying notes to consolidated financial statements.

                                       28
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,

<TABLE>
<CAPTION>


 Increase (decrease) in cash and cash equivalents                 2004               2003              2002
                                                                  ----               ----              ----


 Cash flows from operating activities
<S>                                                             <C>             <C>               <C>
  Net loss                                                      $(4,609,006)    $  (5,181,209)    $    (136,897)
    Adjustments to reconcile net loss to net cash
     (used in) provided by operating activities:
       Rental income paid directly to lenders by lessees        (18,082,778)      (20,680,057)      (19,268,406)
       Interest expense on non-recourse financing
        paid directly to lenders by lessees                       4,956,594         5,987,533          6,822,451
       Depreciation                                              14,629,044        16,896,463         14,171,054
       Finance income paid directly to lenders by lessees          (799,636)       (1,087,564)        (1,351,387)
       Net loss (gain) on sales of equipment                         53,385          (798,490)          (275,489)
       Amortization of initial direct costs                         120,099           229,278            288,917
       Impairment loss                                            1,801,788           900,000              -
       Bad debt expense                                             411,742             -                  -
       Income from investments in joint ventures                   (430,029)         (341,992)          (381,606)
       Minority interest                                           (171,759)         (149,561)           210,263
    Changes in operating assets and liabilities:
      Collection of principal - non-financed receivables          1,589,028         1,853,879          2,438,584
      Due from affiliates                                           153,099          (163,638)           224,167
      Other assets                                                 (283,331)          165,400          1,537,853
      Due to affiliates                                              71,340          (125,964)            82,651
      Deferred rental income                                        378,328           175,090            534,840
      Security deposits and other liabilities                      (231,350)          513,964           (406,544)
                                                                -----------     -------------     --------------

 Net cash (used in) provided by  operating activities              (443,442)       (1,806,868)         4,490,451
                                                                -----------     ------------      --------------

 Cash flows from investing activities:
    Proceeds from sales of equipment                              4,900,377         4,358,594          1,938,170
    Equipment sales advances                                         12,600         1,361,506            402,926
    Initial direct costs paid                                           -               -             (2,242,352)
    Receipt of cash held in escrow                                      -               -             13,723,196
    Cash investment in operating leases                                 -          (3,076,564)        (4,250,000)
    Cash investment in joint venture                                    -               -             (4,516,929)
    Loans and advances to affiliate                              (1,020,000)            -                  -
    Proceeds from sale of investment
      in unguaranteed residual values                               756,901         1,933,003            63,539
    Distributions received from joint ventures                      925,111         1,245,127          1,252,443
                                                                -----------     -------------     --------------

 Net cash provided by investing activities                        5,574,989         5,821,666          6,370,993
                                                                -----------        ----------     --------------

 Cash flows from financing activities:
    Cash distributions to partners                               (6,015,306)       (7,078,646)        (8,138,359)
    Proceeds from non-recourse borrowings                              -                -              3,593,693
    Proceeds from recourse borrowings                             1,920,000         2,000,000             -
    Repayments of non-recourse borrowings                           (73,046)       (5,179,053)          (325,850)
    Repayments of recourse borrowings                              (695,000)         (400,000)        (2,500,000)
    Redemption of limited partnership units                        (142,366)         (196,571)          (116,949)
    Distributions to minority interest in  joint venture           (660,232)         (288,269)          (559,605)
    Minority interest contribution, net                              23,080           389,518             -
                                                                -----------     -------------     --------------

 Net cash used in financing activities                           (5,642,870)      (10,753,021)        (8,047,070)
                                                                ------------    -------------     --------------

 Net (decrease) increase in cash and cash equivalents              (511,323)       (6,738,223)         2,814,374
 Cash and cash equivalents, beginning of the year                 1,760,803         8,499,026          5,684,652
                                                                -----------     -------------     --------------

 Cash and cash equivalents, end of the year                     $ 1,249,480     $   1,760,803     $    8,499,026
                                                                ===========     =============     ==============

</TABLE>

See accompanying notes to consolidated financial statements.

                                       29
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,

<TABLE>
<CAPTION>


                                                                                      2004           2003        2002
                                                                                      ----            ----       -----

Supplemental disclosure of cash flow information:
<S>                                                                              <C>             <C>           <C>
    Cash paid during the period for interest                                     $    731,688    $  1,298,666  $    426,925
                                                                                 ============    ============  ===========

 Supplemental disclosure of non-cash investing and financing activities:
    Non-cash portion of equipment purchased with non-recourse debt               $      -        $ 24,211,080  $ 70,495,058
                                                                                 ============    ============  ===========

   Principal and interest paid directly to lenders by lessees                    $ 20,250,616    $ 25,312,177  $ 24,206,217
                                                                                 ============    ============  ============
   Notes payable - non-recourse retired with sale of equipment                   $ 34,491,632    $       -     $       -
                                                                                 ============    ============  ============
   Transfer of investment in operating leases, net of accumulated
    depreciation , to equipment held for sale or lease                           $      -        $ 36,430,179  $  1,211,669
                                                                                 ============    ============  ============
    Joint venture interests acquired from affiliate in exchange
      for amounts owed                                                           $  1,014,384    $       -     $       -
                                                                                 ============    ============  ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       30
<PAGE>

                         ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(1)    Organization

     ICON Income Fund Eight B L.P. (the  "Partnership")  is an equipment leasing
business formed in the State of Delaware on February 7, 2000. The Partnership is
primarily engaged in the business of acquiring equipment subject to leases.

     The Partnership's  principal  investment objective is to obtain the maximum
economic return from its investments for the benefit of its partners. To achieve
this  objective the  Partnership  has: (i) acquired a  diversified  portfolio of
equipment   leases  and   financing   transactions;   (ii)  made   monthly  cash
distributions to its partners  commencing with each partner's  admission through
the reinvestment period, which the Partnership anticipates ending on October 16,
2006, (iii) re-invested substantially all undistributed cash from operations and
cash from sales of equipment and financing  transactions during the reinvestment
period;  and (iv) when the Partnership starts its disposition  period,  sell our
investments  and  distribute  the cash  from  sales of such  investments  to our
partners.

     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,  the final  closing  date,  734,184.49  additional  units were
admitted representing  $73,418,449 of capital  contributions  bringing the total
admission  to 750,000  units  totaling  $75,000,000  in  capital  contributions.
Between the date of the final  closing and December 31,  2004,  the  Partnership
redeemed  6,720.66  limited   partnership  units  leaving   743,279.34   limited
partnership units outstanding at December 31, 2004.

     The General  Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut  corporation.  The General Partner manages and controls
the  business  affairs  of the  Partnership's  equipment  leases  and  financing
transactions  under the terms of a management  agreement  with the  Partnership.
Additionally,   the  General  Partner  has  a  1%  ownership   interest  in  the
Partnership.

     Profits,  losses, cash distributions and disposition proceeds are 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 their  adjusted  capital  contribution  account to zero and  receive,  in
addition,  other  distributions  and  allocations  which would provide an 8% per
annum  cumulative  return on their  outstanding  adjusted  capital  contribution
account.  After such time,  distributions  will be allocated  90% to the limited
partners and 10% to the General Partner.

(2)    Summary of Significant Accounting Policies

     Consolidation and Minority Interest

     The  consolidated   financial   statements  include  the  accounts  of  the
Partnership and its majority owned subsidiaries.  All intercompany  accounts and
transactions have been eliminated in consolidation. The Partnership accounts for
its  interests  in minority  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.  In
joint ventures where the  Partnership's  ownership  interest is majority  owned,
minority  interest  represents the minority  venturer's  proportionate  share of
their equity in the joint  venture.  The  minority  interest is adjusted for the
minority venturer's share of the earnings or loss of the joint venture.

                                       31
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)    Summary of Significant Accounting Policies - continued

     Cash and Cash Equivalents

     Cash  and  cash  equivalents  include  cash  in  banks  and  highly  liquid
investments with original maturity dates of three months or less.

     Concentration of Credit Risk

     Concentrations  of credit risk with respect to lessees are dispersed across
different  industry  segments within the United States of America and throughout
the world; accordingly the Partnership is exposed to business and economic risk.
Although the Partnership  does have a concentrated  risk associated with the air
transportation  industry,  the  Partnership  does not believe this  represents a
problem for the Partnership.

     Allowance for Doubtful Accounts

     The  Partnership  estimates  collectibility  of  receivables  by  analyzing
historical bad debts,  lessee  concentrations  and credit worthiness and current
economic  trends when  evaluating  the  adequacy of the  allowance  for doubtful
accounts.  The Partnership  records an allowance for doubtful  accounts when the
analysis indicates that the probability of full collection is unlikely.

     Investments in Operating Leases

     Investments  in  operating  leases  are  stated  at cost  less  accumulated
depreciation.  Depreciation is being provided for using the straight-line method
over the term of the related equipment lease to its estimated  residual value at
lease  end.  Upon  final  disposition  of the  equipment,  the cost and  related
accumulated  depreciation  will be removed from the  accounts and the  resulting
profit or loss will be reflected in the  consolidated  statement of  operations.
Revenues from operating  leases are recognized on a straight line basis over the
lives of the related leases.

     Asset Impairments

     The  Partnership's  asset  portfolio  is  periodically  reviewed,  at least
annually, to determine whether events or changes in circumstances  indicate that
the carrying value of an asset may not be  recoverable.  An impairment loss will
be recognized if the carrying  amount of a long-lived  asset is not  recoverable
and exceeds its fair value. In such circumstances, the Partnership will estimate
the future cash flows  (undiscounted  and without interest  charges) expected to
result from the use of the asset and its eventual disposition. Future cash flows
are the cash inflows expected to be generated by an asset less the cash outflows
expected to be necessary to obtain those  inflows.  An  impairment  loss will be
measured  as the  amount by which the  carrying  amount  of a  long-lived  asset
exceeds its fair value.

                                       32
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)    Summary of Significant Accounting Policies - continued

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than our  carrying  value or (ii) the lessee is  experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the  disposition  of the asset will be  sufficient to satisfy the remaining
obligation  to the lender and our residual  position in the asset.  Generally in
the latter  situation,  the residual  position  relates to equipment  subject to
third party notes payable where the lessee remits their rental payments directly
to the lender and we do not recover our residual position until the note payable
is repaid in full.

     Equipment Held for Sale or Lease

     Equipment  held for sale or lease is  recorded at the lower of cost or fair
     value  expected to be realized upon sale or lease and consists of equipment
     previously  leased to end users which has been returned to the  Partnership
     following lease expiration.

     Estimated Unguaranteed Residual Values

     The Partnership carries its estimated  unguaranteed  residual values at the
     estimated  recovered  cost at lease  termination.  The value is equal to or
     less than market value, and is subject to the Partnership's policy relating
     to impairment review.

     Redemption of Limited Partnership Units

     The Partnership may, at its discretion,  redeem units from a limited number
of its  limited  partners,  in any  one  year,  as  defined  in the  partnership
agreement.  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.  Redeemed  limited
partnership units are accounted for as a reduction from partners' equity.

     Per Unit Data

     Net income  (loss) and  distributions  per unit are based upon the weighted
average number of units outstanding during the period.

     Revenue Recognition

     The Partnership  leases  equipment to third parties which may be classified
as either a finance lease or an operating lease,  which is determined based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the related lease for a finance lease.  For an operating  lease, the
initial  direct costs are  included as a component of the cost of the  equipment
and depreciated.

     For finance leases, the Partnership records, at lease inception,  the total
minimum lease payments  receivable from the lessee,  the estimated  unguaranteed
residual value of the equipment at lease  termination,  the initial direct costs
related to the lease 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 term of the lease  using the
effective interest rate method.

     For  operating  leases,  rental  income is  recognized on the straight line
method over the lease term.  Billed and uncollected  operating lease receivables
are included in other assets.  Deferred rental income is the difference  between
the timing of the cash  payments and the rentals  recognized  on a straight line
basis.

                                       33
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)    Summary of Significant Accounting Policies - continued

     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 at December 31, 2004 and 2003 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. The estimated fair value of the Partnership's  non-recourse notes payable
at December 31, 2004 is approximately $79,029,000.

     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.

     Recent Accounting Pronouncements

     During   December  2004,  the  FASB  issued  SFAS  No.  153  "Exchanges  of
Nonmonetary  Assets--an  amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153
is based on the  principle  that  exchanges  of  nonmonetary  assets  should  be
measured  based on the fair  value of the  assets  exchanged.  The  guidance  in
Opinion  29,  however,  included  certain  exceptions  to that  principle.  This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges of nonmonetary assets that do not have commercial substance.  SFAS 153
is effective for  nonmonetary  exchanges  occurring in fiscal periods  beginning
after June 15, 2005. We do not expect the adoption of SFAS 153 to have an impact
on our financial position or results of operations.

     Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material effect on
the accompanying consolidated financial statements.

     Reclassifications

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

                                       34
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(3)    Joint Ventures

     The Partnership and its affiliates, entities also managed and controlled by
the General  Partner,  formed eight joint  ventures,  discussed  below,  for the
purpose of acquiring and managing  various  assets.  The  Partnership  and these
affiliates have substantially identical investment objectives and participate on
the same terms and  conditions.  The  Partnership  and the other joint venturers
have a right of first refusal to purchase the equipment, on a pro-rata basis, if
any of the other joint venturers desire to sell their interests in the equipment
or joint venture.

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

         ICON Cheyenne LLC

     The  Partnership  and three  affiliates,  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") formed ICON  Cheyenne LLC ("ICON  Cheyenne")
for the purpose of  acquiring  and  managing a  portfolio  of  equipment  leases
consisting of over the road rolling stock, manufacturing equipment and materials
handling equipment.  The original  transaction  involved acquiring from Cheyenne
Leasing  Company a portfolio  of 119  leases,  of which 27 remain  active,  with
expiration dates ranging between March 2005 and October 2006.

     On September 23, 2004,  L.P.  Seven  assigned 9.04% of its interest in ICON
Cheyenne to the Partnership for $204,384,  thereby  increasing the Partnership's
ownership in ICON Cheyenne to 96.73%. This assignment was made in order for L.P.
Seven to repay its outstanding debt obligation to the Partnership as required by
the Contribution  Agreement (See Note 10). This amount  represented L.P. Seven's
proportionate  fair value of L.P. Seven's interest in ICON Cheyenne at September
23, 2004. The fair value was determined  using  discounted cash flow projections
for ICON Cheyenne's portfolio.

     The outstanding  balance of the non-recourse  debt secured by these assets,
at December 31, 2004,  was $397,850.  The leases expire on various dates through
September 2006.

     ICON Aircraft 24846 LLC

     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 Boeing  767-300ER  aircraft  on lease to  Scandinavian  Airline
Systems. The Partnership, L.P. Seven and Fund Eight A had ownership interests of
96.0%, 2.0% and 2.0%, respectively, in ICON Aircraft 24846.

                                       35
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(3)    Joint Ventures - continued

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

     ICON Aircraft 47820 LLC

     The Partnership and an affiliate, ICON Income Fund Nine LLC, ("Fund Nine"),
formed,  ICON Aircraft  47820 LLC ("ICON 47820") for the purpose of acquiring an
investment in a McDonnell Douglas DC 10-30F aircraft on lease to Federal Express
Corporation  ("FedEx").  The aircraft owned by ICON 47820 was acquired with cash
and the  assumption of  non-recourse  debt. The  Partnership  and Fund Nine have
ownership interests of 90% and 10%, respectively,  in ICON 47820. The lender has
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 final  lease  payment  of  $2,916,523  will be used to repay  the  remaining
balance of the outstanding  non-recourse  debt. The  outstanding  balance of the
non-recourse  debt  secured  by  this  aircraft,   at  December  31,  2004,  was
$13,877,166.

     ICON SPK 2023-A, LLC

     The  Partnership  and an affiliate,  Fund Nine,  formed ICON SPK 2023-A LLC
("SPK  2023-A")  for the  purpose  of  acquiring  and  managing a  portfolio  of
equipment leases consisting of material handling, telecommunication and computer
equipment. The original transaction involved acquiring a portfolio of 32 leases,
of which 17 remain active with lease  expiration  dates at various dates through
April 2008.

     On December 1, 2004, Fund Nine transferred 25.87% of its ownership interest
in SPK 2023-A with the  Partnership  for the  Partnership's  entire 5% ownership
interest in  ICON/Kenilworth  LLC (See  below).  The  Partnership  and Fund Nine
entered into this  transaction  in order to minimize the New Jersey State income
tax obligations of the  Partnership.  After the exchange,  the Partnership has a
74.87%  ownership  interest  in SPK  2023-A  and has no  ownership  interest  in
ICON/Kenilworth  LLC.  The  General  Partner  computed  the  fair  value  of the
ICON/Kenilworth  LLC  interest  and the SPK  2023-A  interest  based  upon their
knowledge  of current  market  conditions  and a recent  appraisal  received for
ICON/Kenilworth LLC.

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

                                       36
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(3)    Joint Ventures - continued

     ICON Aircraft 126, LLC

     The Partnership and an affiliate,  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  Partnership  and Fund Nine each have
ownership  interests of 50% in ICON 126.  ICON 126  consolidates  the  financial
position and operations of D.A.L. in its financial statements.

     The  aircraft is subject to  non-recourse  debt  provided  by  unaffiliated
lenders.  The  outstanding  balance  of the  non-recourse  debt  secured by this
aircraft at December 31, 2004 was $58,587,566.

     Information as to the financial  position and results of operations of ICON
126 at December 31, 2004 and 2003 and for the years ended  December 31, 2004 and
2003 are summarized below:

                                                  December 31,
                                             2004              2003
                                         -------------    -------------
 Assets                                  $  66,651,934    $  70,492,181
                                         =============    =============
 Liabilities                             $  58,885,070    $  63,351,443
                                         =============    =============
 Equity                                  $   7,766,864    $   7,140,738
                                         =============    =============
 Partnership's share of equity           $   3,883,432    $   3,570,369
                                         =============    =============

                                            Years Ended December 31,
                                             2004              2003
                                         -------------    -------------
 Net income                              $     626,126    $     406,482
                                         =============    =============
 Partnership's share of net income       $     313,063    $     203,240
                                         =============    =============

         ICON/Kenilworth LLC

     The  Partnership  and an affiliate,  Fund Nine formed  ICON/Kenilworth  LLC
("Kenilworth")   for  the  purpose  of  acquiring  a  natural   gas-fired   25MW
co-generation  facility on lease to  Schering-Plough  for cash and  non-recourse
debt. The base lease for the co-generation facility expired in July 2004 and has
been extended until 2009. The outstanding  balance of the non-recourse  debt was
fully repaid at the end of the base lease term in July 2004.

     Under the  terms of the  lease  extension  the  lessee's  rent is, in part,
contingent  upon the price of natural  gas. If the price of natural gas is equal
to or greater than $4.50 per mmbtu then the lessee's rent shall be the lesser of
the lessee's excess cash, as defined in the lease or the base renewal rent which
is $250,000 per quarter. If the price of natural gas is equal to $4.00 per mmbtu
but less than $4.50 per mmbtu, then the lessee's rent shall be equal to the base
renewal  rent plus the first gas price  bonus,  as defined in the lease.  If the
price of natural gas is less than $4.00 per mmbtu,  then the lessee's rent shall
be equal to the base renewal rent plus other  incentives  and a second gas price
bonus,  as  defined in the  lease.  In  accordance  with  accounting  principles
generally  accepted in the United States of America,  Kenilworth will not accrue
contingent rental income until such time as the payment becomes due.

                                       37
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003


(3)    Joint Ventures - continued

     On December 1, 2004, the  Partnership  transferred  its entire 5% ownership
interest in Kenilworth to an affiliate, Fund Nine (See above).

     Information  as to the  financial  position  and results of  operations  of
ICON/Kenilworth  LLC at  December  31,  2004 and 2003  and for the  years  ended
December 31, 2004 and 2003 are summarized below:

                                                       December 31,
                                                  2004              2003
                                              -------------    -------------
 Assets                                       $   9,434,526    $  11,560,675
                                              =============    =============
 Liabilities                                  $     249,998    $   2,168,837
                                              =============    =============
 Equity                                       $   9,184,528    $   9,391,838
                                              =============    =============
 Partnership's share of equity                $        -       $     469,591
                                              ============     =============

                                                 Years Ended December 31,
                                                  2004              2003
                                              -------------    -------------
 Net (loss) income                            $    (81,639)    $     863,127
                                              =============    =============
 Partnership's share of net income (loss)     $        689     $      43,156
                                              =============    =============
 Distributions                                $     125,671    $     519,120
                                              =============    =============
 Partnership's share of distributions         $       6,284    $      25,956
                                              =============    =============
 Gain on exchange of equity interests         $     463,996    $        -
                                              =============    =============

     ICON Aircraft 46835, LLC

     The  Partnership and an affiliate,  Fund Nine,  formed ICON Aircraft 46835,
LLC ("ICON  46835") for the purpose of  acquiring an  investment  in a McDonnell
Douglas DC-10-30F aircraft on lease to FedEx. The Partnership and Fund Nine have
ownership  interests  of 15% and 85%,  respectively.  ICON  46835  acquired  the
aircraft subject to the lease with cash and the assumption of non-recourse debt.
The lender has 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 final lease  payment of  $2,708,000  will be used to repay the
remaining  outstanding balance of the non-recourse debt. The outstanding balance
of the non-recourse debt at December 31, 2004 was $12,883,336.

     Information as to the financial  position and results of operations of ICON
46835 at December  31, 2004 and 2003 and for the years ended  December  31, 2004
and 2003 is summarized below:

                                                         December 31,
                                                    2004              2003
                                                -------------    -------------
         Assets                                 $ 16,229,899     $  21,113,830
                                                ============     =============
         Liabilities                            $ 12,205,100     $  17,316,827
                                                ============     =============
         Equity                                 $  4,024,799     $   3,797,003
                                                ============     =============
         Partnership's share of equity          $    603,720     $     569,551
                                                ============     =============

                                                    Years Ended December 31,
                                                    2004              2003
                                                -------------    -------------
         Net income                             $     227,796    $      28,542
                                                =============    =============
         Partnership's share of net income      $      34,169    $       4,282
                                                =============    =============

                                       38
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(3)    Joint Ventures - continued

     North Sea (Connecticut) Limited Partnership

     On November 24, 2004, in consideration for a $810,000 obligation payable to
the Partnership, which arose as part of the Comerica Bank Contribution Agreement
(See Note 10), L.P. Seven assigned to the  Partnership,  a 3.24% interest in the
profits,  losses  and  future  cash  flows of North  Sea  (Connecticut)  Limited
Partnership  ("North Sea").  North Sea owns a 50% interest in a mobile  offshore
drilling rig, subject to lease with Rowan Companies,  Inc. The fair value of the
mobile  offshore  drilling rig was determined  using an independent  third party
appraisal and cash flow analysis.

     On February 23, 2005, in consideration for a $672,992 obligation payable to
the Partnership which arose as part of the Comerica Bank Contribution  Agreement
(See Note 10),  L.P.  Seven  assigned to the  Partnership  an  additional  2.69%
interest in the profits,  losses and future cash flows of North Sea.  After this
transaction  the  Partnership  has a 5.93%  interest in the profits,  losses and
future cash flows of North Sea. The fair value of the mobile  offshore  drilling
rig was  determined  using an  independent  third party  appraisal and cash flow
analysis.

     Information as to the financial position and results of operations of North
Sea at December 31, 2004 and 2003 and for the years ended  December 31, 2004 and
2003 are summarized below:

                                                   December 31,
                                              2004              2003
                                          -------------    -------------
  Assets                                  $  9,174,080     $   9,839,209
                                          ============     =============
  Liabilities                             $ 15,838,485     $  19,574,474
                                          ============     =============
  Equity (deficit)                        $ (6,664,405)    $ (9,735,265)
                                          ============     =============
  Partnership's share of equity (a)       $    136,576     $           -
                                          ============     =============

                                              Years Ended December 31,
                                              2004              2003
                                          -------------    -------------
  Net income                              $   3,070,860    $   2,743,802
                                          =============    =============
  Partnership's share of net income       $       4,146    $           -
                                          =============    =============

     (a) During the year ended December 31, 2002, all equity  distributions were
allocated to the co-venturer.

(4)    Investments in Finance Leases

     The  Partnership  has an investment in finance  leases with Regus  Business
Center Corp.  ("Regus"),  which leases office,  telecommunications  and computer
equipment from the Partnership as a direct finance lease since August of 2000.

     Regus filed for bankruptcy protection under Chapter 11 of the United States
bankruptcy  code on January 14, 2003. The  Partnership  had been  negotiating an
amended lease with Regus which was approved  when Regus emerged from  bankruptcy
protection.  Under the revised lease agreement,  Regus commenced making payments
at a reduced rental rate, with an extension for 48 months,  effective from March
15,  2003.  At December 31,  2004,  Regus was current on its payments  under the
revised lease agreement.

                                       39
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(4)    Investments in Finance Leases - continued

     The Partnership also has an investment in finance leases  consisting of 179
Noritsu Optical/Digital photo processing mini-labs subject to lease with K-Mart.
The lease expiration dates range between April 30, 2006 to January 31, 2007.

     On January  22,  2002,  K-Mart  Corporation  ("K-Mart")  and its  affiliate
debtors filed a voluntary petition in the United States Bankruptcy Court for the
Eastern  District  of Illinois  seeking  relief  under  Chapter 11 of the United
States   Bankruptcy   Code.  The  Partnership  is  the  lessor  of  179  Noritsu
Optical/Digital  photo  processing  mini-labs  located at Kmart retail locations
throughout the country.

     The General Partner has been negotiating with K-Mart in an attempt to enter
into a stipulation agreement with K-Mart in the near future wherein K-Mart would
affirm four of the five equipment lease schedules covering the Noritsu mini-labs
they have leased from us. As part of the  settlement,  Kmart would also agree to
reimburse us for approximately $200,000 in overdue property tax payments made by
the  Partnership.  Although  K-Mart  emerged from  Chapter 11 during  2004,  the
Bankruptcy Court has retained jurisdiction over this matter.

     While the  Partnership  expects  to  prevail  in this  matter,  there is no
certainty of the outcome and therefore the Partnership may be adversely affected
by an unfavorable decision of the Bankruptcy Court. At December 31, 2004, K-Mart
was  current  on their  rental  payments  for four of the five  equipment  lease
schedules.

         Non-cancelable minimum annual amounts due on finance leases are as
follows at December 31, 2004:

               Year Ending
              December 31,
                  2005                         $   6,373,338
                  2006                             3,623,305
                  2007                               444,287
                                               -------------

                                               $  10,440,930

     An allowance for doubtful  accounts  relating to minimum  rents  receivable
from K-Mart Corporation consisted of the following at December 31:

                                     2004             2003              2002
                                -------------     -------------    -------------
Balance, beginning of year      $      -          $      -         $      -
Bad debt expense                     (411,742)           -                -
                                -------------     -------------    -------------

Balance, end of year            $   (411,742)     $      -    $           -
                                ============      =============    =============

                                       40
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(5)    Investments in Operating Leases

     The investments in operating  leases consisted of the following at December
31:

<TABLE>
<CAPTION>

                                                         2004             2003              2002
                                                    ---------------  ----------------  ---------------


<S>                                                 <C>              <C>               <C>
 Equipment at cost, beginning of year               $   148,112,061  $    166,325,943  $    95,156,568
   Equipment acquisitions                                      -           27,287,644       75,263,566
   Initial direct costs                                        -              818,629        2,242,352
   Equipment assumed from joint venture                   4,506,983              -               -
   Transfer of equipment to held for sale
      or lease                                                 -         (44,515,416)            -
   Equipment dispositions                              (13,333,475)       (1,804,739)       (6,336,543)
                                                    --------------   ---------------   ---------------

 Equipment, end of year                                 139,285,569       148,112,061      166,325,943
                                                    ---------------  ----------------  ---------------

 Impairments, beginning of year                                -                 -            -
   Impairment loss                                       (1,200,000)             -            -
                                                    ---------------  ----------------  ---------------

   Impairments, end of year                              (1,200,000)             -            -
                                                    ---------------  ----------------  ---------------

 Equipment at cost, end of year                         138,085,569       148,112,061      166,325,943
                                                    ---------------  ----------------  ---------------

 Accumulated depreciation, beginning of year           (31,289,197)      (23,591,192)     (11,456,484)
   Accumulated depreciation on equipment
      dispositions                                        7,562,450         1,113,221        2,036,346
   Accumulated depreciation on equipment
      assumed from joint venture                         (2,578,304)             -              -
   Accumulated depreciation transferred
      to held for sale or lease                            -              8,085,237             -
   Depreciation expense                                (13,292,285)      (16,896,463)     (14,171,054)
                                                    --------------   ---------------   --------------
 Accumulated depreciation, end of year                 (39,597,336)      (31,289,197)     (23,591,192)
                                                    ---------------  ---------------   --------------

 Net investment in operating leases, end of year    $    98,488,233  $    116,822,864  $   142,734,751
                                                    ===============  ================  ===============

</TABLE>

     The management of the  Partnership  received an appraisal on equipment held
in one of its majority owned joint ventures,  which was less than its originally
estimated  salvage value.  A decision was made to record an impairment  loss for
$1,200,000  at December  31, 2004 to more closely  approximate  the current fair
market value of the equipment.

         Non-cancelable minimum annual rentals due from investments operating
leases are as follows at December 31, 2004:

             Year Ending
           December 31,
                2005                       $    18,838,325
                2006                       $     8,930,021
                2007                       $     3,736,713
                2008                       $       319,088


                                       41
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(6)    Equipment Held for Sale or Lease

     Equipment  held for sale or lease  consisted of a Boeing  767-300ER held in
ICON Aircraft  24846 and  manufacturing  and  production  equipment held in ICON
Cheyenne with net book values of $36,430,179  and $311,669 at December 31, 2003,
respectively. The Partnership disposed of the aircraft and equipment during 2004
and recorded an impairment loss of  approximately of $601,788 for the year ended
December 31, 2004.

(7)    Investment 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  $756,903,  $1,933,003 and $63,539 in proceeds from
sales of these  interests for the years ended December 31, 2004,  2003 and 2002.
The  Partnership  recognized a gain $347,317 from this  investment  for the year
ended December 31, 2004.

(8)    Investment in Option

     During 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 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.

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

(9)    Notes Payable - Non-Recourse

     Notes payable - non-recourse  are being paid directly to the lenders by the
lessees and accrue interest at rates ranging from 4.035% per annum to 10.05% per
annum.  The  outstanding  balances of the notes payable at December 31, 2004 and
2003 were  $83,080,022  and  $132,938,722,  respectively.  During the year ended
December 31, 2004 the Partnership  retired $34,491,632 of its non-recourse notes
payable relating to the sale of an aircraft as discussed in Note 3.

     Principal  maturities of the  Partnership's  notes  payable -  non-recourse
consisted of following at December 31, 2004:

               Year Ending
               December 31,
                  2005             $ 18,791,909
                  2006               61,403,259
                  2007                2,884,854
                                   ============

                                   $ 83,080,022
                                   ============

                                       42
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(10)   Note Payable - Recourse

     On May 30,  2002 the  Partnership  along with  certain  of its  affiliates,
specifically;  L.P. Seven;  Fund Eight A L.P. and Fund Nine  (collectively,  the
"Initial  Funds"),  entered into a  $17,500,000  line of credit  agreement  with
Comerica Bank. The Initial Funds accrue interest,  on all outstanding  balances,
at an  interest  rate  equal to the  Comerica  Bank base  interest  rate plus 1%
(together,  6.25% at December 31,  2004).  Under the terms of the line of credit
agreement,  the  Initial  Funds may  borrow  money from  Comerica  Bank with all
borrowings to be jointly and severally  collateralized  by (i) cash and (ii) the
present values of certain rents  receivable  and equipment  owned by the Initial
Funds. Effective August 5, 2004, the line of credit agreement was amended to add
ICON Income Fund Ten, LLC ("Fund Ten") as a borrower. The Initial Funds and Fund
Ten are collectively  referred to as the Borrower. On December 6, 2004, the Loan
and Security Agreement with Comerica Bank was extended to December 30, 2005.

     The Initial Funds previously entered into a Contribution Agreement dated as
of May 30, 2002, as amended to include Fund Ten (the "Contribution  Agreement").
In accordance with the terms of the  Contribution  Agreement,  the Initial Funds
agreed  to  restrictions  on the  amount  and  the  terms  of  their  respective
borrowings  under the Loan Agreement in order to minimize the unlikely risk that
a Borrower  would be unable to repay its  allocable  portion of its  outstanding
obligation  at any time,  including  restrictions  on any Borrower  borrowing in
excess of the lesser of (a) an amount each Borrower could  reasonably  expect to
repay in one year from 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 Borrower,  and (ii) 50% of the net worth of such Borrower. The Contribution
Agreement  also provides  that, in the event a Borrower pays an amount under the
agreement  in  excess  of its  allocable  share  of the  obligations  under  the
agreement  whether  by reason of an Event of  Default  or  otherwise,  the other
Borrowers  will promptly make a contribution  payment to the paying  Borrower in
such  amount  that the  aggregate  amount  paid by each  Borrower  reflects  its
allocable share of the aggregate  obligations  under the agreement.  The Initial
Funds'   obligations  to  each  other  under  the  Contribution   Agreement  are
collateralized  by a  subordinate  lien  on the  assets  of  each  participating
Borrower.  In  order to  facilitate  Fund  Ten's  addition  to the  Contribution
Agreement, the Borrowers entered into a Second Amended and Restated Contribution
Agreement  effective  as of August 5, 2004.  The  Second  Amended  and  Restated
Contribution Agreement contains substantially identical terms and limitations as
did the original Contribution Agreement.

     During 2004 and 2005, the  Partnership  paid Comerica Bank a portion of the
outstanding  obligations  of L.P.  Seven.  As  required  under  the terms of the
Contribution   Agreement,   L.P.  Seven  was  required  to  promptly  repay  the
Partnership for amounts paid on L.P.  Seven's  behalf.  Since L.P. Seven did not
have  sufficient  liquidity to repay the  Partnership,  L.P.  Seven assigned its
interests in certain joint venture  investments  as full repayment of monies due
to the Partnership (See Note 3).

     At December 31, 2004, the Partnership had $3,225,000  outstanding under the
Loan  Agreement.  The aggregate  borrowing by all Funds under the Loan Agreement
was $10,272,992 at December 31, 2004.

     Effective  March 8, 2005,  the  Borrowers  and Comerica Bank entered into a
Seventh Amendment to the Loan and Security  Agreement.  This Agreement  releases
L.P.  Seven from all of its  obligations  under the Loan and Security  Agreement
dated as of May 30, 2002.  As such,  ICON Cash Flow  Partners  L.P.  Seven is no
longer a party to the $17,500,000 line of credit.

                                       43
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(11) Income Taxes (Unaudited)

     The Partnership is treated as a partnership for Federal income tax purposes
and as such no provision for income taxes has been  recorded by the  Partnership
since  the  liability  for  such  taxes  is the  responsibility  of  each of the
individual  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.

     At December  31,  2004,  the  partners'  capital  accounts  included in the
consolidated  financial statements totaled $29,597,291 compared to the partners'
capital accounts for Federal income tax purposes of $25,395,933 (unaudited). The
differences  arise  primarily  from  commissions  reported as a reduction in the
partners' capital accounts for financial  reporting purposes but not for Federal
income tax  purposes,  and  temporary  differences  relating  to direct  finance
leases, depreciation and provision for losses.

     The following table reconciles net loss for financial  statement  reporting
purposes to the net loss for Federal income tax purposes as follows:


<TABLE>
<CAPTION>

                                                                  Years Ended December 31,
                                                      ------------------------------------------------
                                                           2004             2003               2002
                                                      -------------     -------------     -------------
<S>                                                   <C>               <C>               <C>
 Net loss per consolidated financial statements       $(4,609,006)      $  (5,181,209)    $     (136,897)

 Differences due to:
   Direct finance leases                                  4,397,303         5,169,677         (1,203,869)
   Depreciation and impairments                           9,137,941         5,515,307           (765,632)
    Tax loss from joint venture                           1,238,676        (5,022,993)         1,053,874
    Rent - consolidated joint venture                  (14,686,229)       (14,628,970)       (11,871,292)
    Interest expense - consolidated joint venture         4,463,799         5,229,339          5,151,595
   Loss (gain) on sale of equipment                       (185,056)          (267,320)             -
   Other                                                  2,375,505         1,260,957            267,647
                                                      -------------     -------------     -------------
 Net Income (loss) for Federal income tax purposes    $   2,132,933     $  (7,925,212)    $   (7,504,574)
                                                      =============     =============     ==============
</TABLE>

(12)   Limited Partnership Redemptions

     The General  Partner  consented to the Partnership  redeeming  2,212.05 and
2,954.46 limited  Partnership units for the years ended December 31, 2004, 2003,
respectively.  The redemption  amounts are  calculated  according to a 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 reduction from partners' equity.

(13)   Transactions with Related Parties

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

                                       44
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(13)   Transactions with Related Parties - continued

     Fees and other  expenses  charged to operations by the  Partnership  to the
General  Partner or its affiliates  for the years ended December 31, 2004,  2003
and 2002, respectively, were as follows:

                                         Years Ended December 31,
                             --------------------------------------------
                                  2004           2003            2002
                             -------------   -------------  -------------
Acquisition fees             $         -     $     736,766  $   3,498,611
Management fees                  1,500,347       2,008,870      2,137,679
Administrative expense
   reimbursements                  862,030         936,605        966,832
                             -------------   -------------  -------------

                             $   2,362,377   $   3,682,241  $   6,603,122
                             =============   =============  =============

     The  Partnership  has a net  payable in the amount of  $155,472  due to the
General  Partner and affiliates at December 31, 2004. The  Partnership  owed the
General Partner $76,895 for unpaid administrative expense reimbursements for the
year ended  December  31,  2004.  The  Partnership  owned Fund Nine  $92,648 for
advances made during prior years.  The Partnership has a net receivable due from
the General  Partner and  affiliates  of $68,967 at December 31,  2003,  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.

(14)   Concentration Risks

     The  Partnership's  cash and cash  equivalents are held  principally at one
financial institution and at times may exceed insured limits.

     The  Partnership  has  approximately  79%  of  its  assets  and  84% of its
liabilities concentrated in the airline industry at December 31, 2004.

     For the year ended December 31, 2004, the Partnership had three leases that
accounted for 87% of total  revenue.  For the year ended  December 31, 2003, the
Partnership had three leases which  accounted for 78% of total revenue.  For the
year ended  December 31, 2002, the  Partnership  had three leases that accounted
for 65% of total revenue.

(15) Selected Quarterly Financial Data (Unaudited)

     The following  table is a summary of selected  financial  data, by quarter,
for the years ended December 31, 2004 and 2003:

<TABLE>
<CAPTION>


                                                                  Quarters Ended in 2004
                                                   ---------------------------------------------------
                                                   March 31,      June 30,  September 30,  December 31,
                                                   ---------      --------  -------------  ------------

<S>                                              <C>            <C>          <C>            <C>
Revenue                                          $  5,018,539   $ 5,302,262  $ 4,641,540    $6,629,456
                                                 ============   ===========  ===========    ==========
Net loss allocable to limited partners           $ (2,274,941)  $(1,535,059) $  (549,486)   $ (203,430)
                                                 ============   ===========  ===========    ==========
Net loss per weighted average
     limited partnership units                   $     (3.05)   $    (2.06) $     (0.74)   $    (0.28)
                                                 ============   ===========  ===========    ==========
</TABLE>

                                       45
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(15)   Selected Quarterly Financial Data (Unaudited) - continued

<TABLE>
<CAPTION>


                                                          Quarters Ended in 2003
                                             --------------------------------------------------
                                             March 31,    June 30,   September 30,  December 31,
                                             ---------    --------   -------------  ------------

<S>                                        <C>          <C>          <C>           <C>
 Revenue                                   $6,335,000   $ 6,170,231  $  6,076,732  $ 6,568,124
                                           ==========   ===========  ============  ===========
 Net loss allocable to limited partners    $ (519,554)  $(1,679,164) $ (2,305,047) $  (625,632)
                                           ==========   ===========  ============  ===========
 Net loss per weighted average
      limited partnership units            $    (0.69)  $     (2.25) $     (3.09)  $     (0.83)
                                           ==========   ===========  ============  ===========
</TABLE>

                                       46
<PAGE>


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

     During the year ended  December 31, 2004 we had no  disagreements  with our
accountants on any matters of accounting or financial reporting.

Item 9A. Controls and Procedures

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

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

Item 9B. Other Information

         Not applicable.

                                       47
<PAGE>
                                    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, 10th Floor,
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 our 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.

      Our officers and directors are:

      Beaufort J.B. Clarke   Chairman, Chief Executive Officer and Director
      Paul B. Weiss          President and Director
      Thomas W. Martin       Executive Vice President, Chief Financial Officer
                                and Director
      Michael A. Reisner     Senior Vice President and General Counsel
      Sean E. Hoel
                             Senior Vice President

     Beaufort J. B. Clarke,  58, has been our Chairman,  Chief Executive Officer
and Director  since  August of 1996.  He was our  President  from August of 1996
until December 31, 1998. Prior to his present positions, Mr. Clarke was founder,
President  and Chief  Executive  Officer of Griffin  Equity  Partners,  Inc.  (a
purchaser  of equipment  leasing  portfolios)  from October 1993 through  August
1996. Prior to that, Mr. Clarke was President of Gemini Financial Holdings, Inc.
(an  equipment   leasing  company)  from  June  1990  through   September  1993.
Previously,  Mr. Clarke was a Vice President of AT&T Systems Leasing. Mr. Clarke
formerly was an attorney with Shearman and Sterling.  Mr. Clarke received a B.A.
degree  from  the  George  Washington  University  and a J.D.  degree  from  the
University  of South  Carolina.  Mr.  Clarke has been in the  equipment  leasing
business, as a business person and lawyer, since 1979.

     Paul B. Weiss,  44, has been our  President  and Director  since January 1,
1999. Mr. Weiss was our Director and Executive Vice  President  responsible  for
lease  acquisitions  from  November of 1996 until  December 31, 1998.  Mr. Weiss
served as Executive Vice  President and  co-founder of Griffin Equity  Partners,
Inc. from October of 1993 through November of 1996. Prior to that, Mr. Weiss was
Senior Vice President of Gemini Financial  Holdings,  Inc. from 1991 to 1993 and
Vice President of Pegasus  Capital  Corporation (an equipment  leasing  company)
from 1988 through 1991. Mr. Weiss received a B.A. in Economics from  Connecticut
College. Mr. Weiss has been in the equipment leasing business since 1988.

     Thomas  W.  Martin,  51,  has  been our  Executive  Vice  President,  Chief
Financial  Officer and Director (and  Director,  President  and Chief  Financial
Officer of the  dealer-manager as well) since August of 1996. Mr. Martin was the
Executive Vice President,  Chief  Financial  Officer and a co-founder of Griffin
Equity  Partners,  Inc.  from October 1993 to August  1996.  Prior to that,  Mr.
Martin was Senior Vice President of Gemini Financial  Holdings,  Inc. from April
1992 to October  1993 and he held the position of Vice  President at  Chancellor
Corporation (an equipment  leasing  company) for 7 years.  Mr. Martin received a
B.S.  degree from the  University of New  Hampshire.  Mr. Martin has been in the
equipment leasing business since 1983.

                                       48
<PAGE>

     Michael  A.  Reisner,  Esq.,  34, has been our Senior  Vice  President  and
General  Counsel  since  January 2004.  Mr.  Reisner was our Vice  President and
Associate General Counsel from March 2001 until December 2003. Previously,  from
1996 to 2001, Mr. Reisner was an attorney with Brodsky Altman & McMahon,  LLP in
New York, concentrating on commercial transactions.  Mr. Reisner received a J.D.
from New York Law School and a B.A. from the University of Vermont.

     Sean E. Hoel, 35, has been our Senior Vice  President  since June 1999. Mr.
Hoel is responsible for the acquisition of equipment  subject to lease. Mr. Hoel
has a Masters Degree in Finance from Seattle University,  preceded by Law School
at the  University of Oslo, a B.A. in Finance at the  University of Wyoming,  as
well as three years of military service as a naval officer.

     Code of Ethics

     The General  Partner,  on our behalf,  has adopted a code of ethics for its
Chief Executive Officer,  Chief Financial Officer and Chief Accounting  Officer.
The Code of Ethics is available  free of charge by requesting it in writing from
our General Partner.  The General  Partner's  address is 100 Fifth Avenue,  10th
Floor, New York, New York 10011.

Item 11. Executive Compensation

     We have 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, 2004, 2003 and 2002.


<TABLE>
<CAPTION>


         Entity               Capacity          Compensation           2004            2003           2002
 ----------------------  ---------------   ----------------------  -------------  -------------  --------------
<S>                      <C>               <C>                     <C>            <C>            <C>
 ICON Capital Corp.      General Partner   Acquisition fees        $        -     $     736,766  $    3,498,611
                                                                   =============  =============  ==============
 ICON Capital Corp.      General Partner   Management fees         $   1,500,347  $   2,008,870  $    2,137,679
                                                                   =============  =============  ==============
 ICON Capital Corp.      General Partner   Administrative fees     $     862,030  $     936,605  $      966,832
                                                                   =============  =============  ==============
</TABLE>


     The   General   Partner   also  has  a  1%  interest  in  our  profits  and
distributions.  We paid distributions to the General Partner of $60,155, $70,347
and $81,384, respectively, for the years ended December 31, 2004, 2003 and 2002.
Additionally,  the  General  Partner's  interest  in our net loss  was  $46,090,
$51,812 and $1,369,  respectively,  for the years ended December 31, 2004,  2003
and 2002.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     (a)  We are a limited  partnership  and therefore do not have voting shares
          of  stock.  No  person  of  record  owns,  or is  known  by us to  own
          beneficially, more than 5% of any class of our securities.

     (b)  As of March 31, 2005, Directors and Officers of the General Partner do
          not own any of our equity securities.

     (c)  The General Partner owns our equity securities,  as follows; a General
          Partner Interest which represents initially a 1% and potentially a 10%
          interest in our income, gain and losses. The General Partner owns 100%
          of the General Partner Interest.

Item 13. Certain Relationships and Related Transactions

     See Item 11 for a discussion of our related party transactions. See Notes 3
and 13 to our consolidated  financial statements for a discussion of our related
party activity and investments in joint ventures.

Item 14. Principal Accountant Fees and Services

     During the years ended  December  31, 2004 and 2003 our  auditors  provided
audit  services  relating  to our annual  report on Form 10-K and our  quarterly
reports on Form 10-Q. Additionally,  our auditors provided other services in the
form of tax compliance work. Their fees are shown in the table below:

                                             2004              2003
                                         -------------    -------------
     Audit fees                          $      64,100    $      55,000
     Audit related fees                            -                -
     Tax fees (for compliance)                  24,495            2,475
                                         -------------    -------------

                                         $      88,595    $      57,475
                                         =============    =============

                                       49
<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules

(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) Form of Dealer-Manager  Agreement  (Incorporated by reference to Exhibit 1.1
to Amendment No. 1 to Form S-1  Registration  Statement No.  33-36376 filed with
the Securities and Exchange Commission on November 9, 1993)

(ii) Form of Selling Dealer Agreement  (Incorporated by reference to Exhibit 1.2
to Amendment No. 1 to Form S-1  Registration  Statement No.  33-36376 filed with
the Securities and Exchange Commission on November 9, 1993)

(iii) Amended and Restated Agreement of Limited Partnership (Incorporated herein
by reference to Exhibit A to Amendment No. 1 to Form S-1 Registration  Statement
No.  33-36376 filed with the  Securities and Exchange  Commission on November 9,
1993)

(iv) Unconsolidated Joint Venture Financial Statements for ICON Receivables 97-A
LLC - at and for the year ended  December 31, 2002;  ICON/AIC Trust - at and for
the year ended  December  31, 2002 and ICON  Cheyenne  LLC - at and for the year
ended  December 31, 2002  incorporated  herein by reference to the Form 10-K No.
0-28136.

(v) On December 31, 2004, Jeremiah Silkowski, resigned from his position of
Senior Vice President of ICON Capital Corp., the Company's general partner, so
that he may pursue other opportunities. (incorporated by reference to Current
Report on Form 8-K, dated January 6, 2005).

(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.

                                       50
<PAGE>

                                   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:    May 6, 2005             /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:    May 6, 2005             /s/ Beaufort J.B. Clarke
                                 Beaufort J.B. Clarke
                                 Chairman, Chief Executive Officer and Director



Date:    May 6, 2005             /s/ Paul B. Weiss
                                 Paul B. Weiss
                                 President and Director


Date:    May 6, 2005             /s/ Thomas W. Martin
                                 Thomas W. Martin
                                 Executive Vice President and Director
                                 (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.

                                       51
<PAGE>

Exhibit 31.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley  Act of 2002 (18 U.S.C.  1350) 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's  ability to record,  process,  summarize and
          report financial information; and

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

Dated: May 6, 2005

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

                                       52
<PAGE>

Exhibit 31.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) 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's  ability to record,  process,  summarize and
          report financial information and

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

Dated: May 6, 2005

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

                                       53
<PAGE>

Exhibit 32.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  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 General  Partner,  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, 2004, 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: May 6, 2005

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

                                       54
<PAGE>

Exhibit 32.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  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
General Partner,  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, 2004, 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: May 6, 2005


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

                                       55

<PAGE>

                              ICON Aircraft 126 LLC
                     (A Delaware Limited Liability Company)

                        Consolidated Financial Statements

                                December 31, 2004

                   (With Independent Auditor's Report Thereon)



<PAGE>


                              ICON Aircraft 126 LLC

                                Table of Contents



Independent Auditor's Report                                                   1

Consolidated Balance Sheet at December 31, 2004                                2

Consolidated Statement of Income and Changes in
   Members' Equity for the year ended December 31, 2004                        3

Consolidated Statement of Cash Flows for the year ended December 31, 2004      4

Notes to Consolidated Financial Statements                                 5 - 7

<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


The Partners
ICON Aircraft 126 LLC

We have  audited the  consolidated  balance  sheet of ICON  Aircraft 126 LLC and
subsidiary as of December 31, 2004, and the related  consolidated  statements of
income,  changes in  members'  equity,  and cash flows for the year then  ended.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based upon 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 consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
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 provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial position of ICON
Aircraft 126 LLC and  subsidiary  as of December  31,  2004,  and the results of
their operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.



/s/  Hays & Company LLP
March 14, 2005
New York, New York

                                       1

<PAGE>
                              ICON Aircraft 126 LLC
                     (A Delaware Limited Liability Company)
                           Consolidated Balance Sheet
                                December 31, 2004


                                     ASSETS

Investment in operating lease:
   Equipment, at cost                                         $      77,523,584
   Accumulated depreciation                                         (12,116,200)
                                                              -----------------

     Total investment in operating lease                             65,407,384

Other assets                                                          1,244,550
                                                              -----------------

Total assets                                                  $      66,651,934
                                                              =================



                         LIABILITIES AND MEMBERS' EQUITY

Notes payable - non-recourse                                  $      58,587,566
Accrued interest payable                                                289,474
Other liabilities                                                         8,030
                                                              -----------------

Total liabilities                                                    58,885,070

Commitments and contingencies

Members' equity                                                       7,766,864
                                                              -----------------

Total liabilities and members' equity                         $      66,651,934
                                                              =================



See accompanying notes to consolidated financial statements.

                                       2
<PAGE>
                              ICON Aircraft 126 LLC
                     (A Delaware Limited Liability Company)
         Consolidated Statement of Income and Changes in Members' Equity
                          Year Ended December 31, 2004



Revenue:
   Rental income                                  $       8,340,000
                                                  -----------------

Expenses:
   Depreciation expense                                   4,325,287
   Interest expense                                       3,332,187
   Amortization of loan origination fees                     56,400
                                                  -----------------

     Total expenses                                       7,713,874
                                                  -----------------

Net income                                                  626,126

Members' equity, beginning of year                        7,140,738
                                                  -----------------

Members' equity, end of year                      $       7,766,864
                                                  =================


See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

                              ICON Aircraft 126 LLC
                     (A Delaware Limited Liability Company)
                      Consolidated Statement of Cash Flows
                          Year Ended December 31, 2004



<TABLE>
<CAPTION>


Cash flows from operating activities:
<S>                                                                             <C>
   Net income                                                                   $       626,126
     Adjustments to reconcile net income to
       net cash provided by operating activities:
     Rental income paid directly to lenders by lessees                               (8,340,000)
     Depreciation expense                                                             4,325,287
     Interest expense on non-recourse financing paid directly
       to lender by lessee                                                            3,042,713
     Accrued interest expense                                                           289,474
     Amortization of loan origination fees                                               56,400
                                                                                ---------------

Net cash provided by operating activities                                                 -
                                                                                ---------------

Net increase in cash                                                                      -
Cash, beginning of the year                                                               -
                                                                                ---------------

Cash, end of the year                                                           $         -
                                                                                ===============


Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                                       $         -
                                                                                ===============

Supplemental disclosure of non-cash financing activities:
   Principal and interest on operating lease paid directly to lender by lessee  $     8,340,000
                                                                                ===============


See accompanying notes to consolidated financial statements.

</TABLE>


                                       4
<PAGE>

                              ICON Aircraft 126 LLC
                     (A Delaware Limited Liability Company)
                    Notes To Consolidate Financial Statements
                                December 31, 2004

(1)     Organization

     ICON  Aircraft  126 LLC (the  "Company")  was  formed  March  4,  2002 as a
Delaware limited liability  company.  The Company is a joint venture between two
affiliates; ICON Income Fund Eight B L.P. ("Fund Eight B"), and ICON Income Fund
Nine LLC ("Fund  Nine").  Fund  Eight B and Fund Nine each have a 50%  ownership
interest in the Company's profits,  losses,  cash distributions and distribution
proceeds are allocated equally to Fund Eight B and Fund Nine.

     The  primary  business  purpose of the  Company  was to acquire  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 as of March 4, 2002 for a total purchase price of $75,287,782
which was comprised of $4,250,000 in cash and the  assumption of  $71,037,782 of
non-recourse  debt. The lenders have a security  interest in the aircraft and an
assignment of the rentals under the lease.

     The  general  partner/Manager  of the both the  Company's  members  is ICON
Capital Corp. (the "Manager"),  a Connecticut  corporation.  The Manager manages
and  controls the business  affairs of the  Company's  assets under the terms of
separate management agreements with Fund Eight B and Fund Nine. The Company paid
the Manager $2,235,802 in acquisition fees in connection with the acquisition of
the D.A.L. shares.

(2)    Summary of Significant Accounting Policies

     Consolidation

     The consolidated  financial  statements include the accounts of the Company
and its wholly-owned subsidiary. All intercompany accounts and transactions have
been eliminated in consolidation.

     Investment in Operating Leases

     Operating  leases  are  stated  at  cost  less  accumulated   depreciation.
Depreciation is being provided for using the straight-line  method over the term
of the related  equipment  lease to its estimated  residual  value at lease end.
Upon  final  disposition  of the  equipment,  the cost and  related  accumulated
depreciation  will be removed from the accounts and the resulting profit or loss
will be reflected in the  consolidated  statement of  operations.  Revenues from
operating  leases are  recognized on a straight line basis over the lives of the
related leases.

     Asset Impairments

     The Company's asset portfolio is periodically  reviewed, at least annually,
to  determine  whether  events or changes  in  circumstances  indicate  that the
carrying value of an asset may not be  recoverable.  An impairment  loss will be
recognized if the carrying  amount of a long-lived  asset is not recoverable and
exceeds its fair value.  In such  circumstances  the Company  will  estimate the
future cash flows (undiscounted and without interest charges) expected to result
from the use of the asset and its  eventual  disposition.  Future cash flows are
the cash inflows  expected to be  generated  by an asset less the cash  outflows
expected to be necessary to obtain those  inflows.  An  impairment  loss will be
measured  as the  amount by which the  carrying  amount  of a  long-lived  asset
exceeds its fair value.

                                       5
<PAGE>

                             ICON Aircraft 126 LLC
                     (A Delaware Limited Liability Company)
                    Notes To Consolidate Financial Statements
                                December 31, 2004

(2)    Summary of Significant Accounting Policies - continued

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than our  carrying  value or (ii) the lessee is  experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the  disposition  of the asset will be  sufficient to satisfy the remaining
obligation  to the lender and our residual  position in the asset.  Generally in
the latter  situation,  the residual  position  relates to equipment  subject to
third party notes payable where the lessee remits their rental payments directly
to the lender and we do not recover our residual position until the note payable
is repaid in full.

     Income Taxes

     The  Company is taxed as a  partnership  for Federal  income tax  reporting
purposes.  No provision for income taxes has been  recorded  since the liability
for such taxes is that of each member  rather than the  Company.  The  Company'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
members.

     Revenue Recognition

     The Company  leases its  equipment to a single lessee and accounts for this
lease as an  operating  lease.  Initial  direct  costs of  $2,235,802  have been
capitalized  as a  component  of  the  cost  of  the  equipment  and  are  being
depreciated.

     Rental  income is  recognized  on the  straight  line method over the lease
term.  Billed and uncollected  operating lease receivables are included in other
assets.  Deferred  income  is the  difference  between  the  timing  of the cash
payments and the income recognized on a straight line basis.

         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 at December 31, 2004 and 2003 with
respect to the Company'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 other  liabilities  approximates  market
value. The estimated fair value of the Company's  non-recourse  notes payable at
December 31, 2004 is approximately $57,989,000.

         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.

                                       6
<PAGE>

                             ICON Aircraft 126 LLC
                     (A Delaware Limited Liability Company)
                    Notes To Consolidate Financial Statements
                                December 31, 2004

(2)    Summary of Significant Accounting Policies - continued

         Recent Accounting Pronouncements

     During   December  2004,  the  FASB  issued  SFAS  No.  153  "Exchanges  of
Nonmonetary  Assets--an  amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153
is based on the  principle  that  exchanges  of  nonmonetary  assets  should  be
measured  based on the fair  value of the  assets  exchanged.  The  guidance  in
Opinion  29,  however,  included  certain  exceptions  to that  principle.  This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges of nonmonetary assets that do not have commercial substance.  SFAS 153
is effective for  nonmonetary  exchanges  occurring in fiscal periods  beginning
after June 15, 2005. We do not expect the adoption of SFAS 153 to have an impact
on our financial position or results of operations.

     Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material effect on
the accompanying consolidated financial statements.

(3)    Investment in Operating Leases

     The Company's sole asset is its investment in an Airbus  340-313Y  aircraft
on lease to Cathay  Pacific  through March 2006.  The current lease provides for
annual rents of $8,340,000.

     Non-cancelable  minimum  annual  amounts due on the investment in operating
lease is as follows at December 31, 2004:

             Year Ending
             December 31,
         ------------------
                2005                               $   8,340,000
                2006                               $   2,085,000

(4)    Note Payable - Non-Recourse

     The note payable - non-recourse is being paid directly to the lender by the
lessee,  is due during March 2006,  with a  $52,850,000  balloon  payment due at
maturity and accrues interest at 5.39% per annum.

     Principal  maturities of the Company's note payable - non-recourse  consist
of following at December 31, 2004:

             Year Ending
             December 31,
         -------------------
                2005                               $   4,713,407
                2006                                  53,874,159
                                                   -------------

                                                   $  58,587,566
                                                   =============

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