**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


**FORM
      10-K/A**


**(Amendment
      No. 1)**




þ
            
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934For
                the fiscal year ended **December 31,
                2006**ORo
            
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934





Commission
      file number:  **333-37504**




**ICON
      Income Fund Eight B L.P.**


(Exact
      name of registrant as specified in its charter)




**Delaware**
            
            **13-4101114**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)**100
                Fifth Avenue, 4th
                Floor**
              **New
                York, New York**
            
            **10011-1505**(Address
                of principal executive offices)
            
            (Zip
                Code)





**(212)
      418-4700**


(Registrant’s
      telephone number, including area code)




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 if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities
      Act.             
  Yes
o    No
      þ




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Exchange Act.  
Yes
o    No
      þ




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.                     Yes
þ    No
      o




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.


Yes þ    No
o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.


Large
      accelerated filer o                                                           Accelerated
      filer o                                                      Non-accelerated
      filer  þ




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).                 
      Yes o    No
      þ




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 shares of the registrant.




Number
      of
      outstanding limited liability company shares of the Registrant on July 31,
      2007
      is 740,530.







**DOCUMENTS
      INCORPORATED BY REFERENCE**


None.









**Explanatory
      Note**




ICON
        Income Fund Eight B L.P. is filing this Amendment No. 1 (the “Amendment”) to its
        Annual Report on Form 10-K for the year ended December 31, 2006, filed with
        the
        Securities and Exchange Commission on April 4, 2007 (the “Original Filing”)
        solely for the purposes of amending Item 15-Exhibits, to include the financial
        statements of ICON Aircraft 126 LLC, which was not able to be timely completed
        and included in the Original Filing. This Amendment contains the complete
        text
        of Item 15. Except as discussed in this Explanatory Note, no other changes
        have
        been made to the Original Filing.












**PART
      IV**




**Item
      15. Exhibits and Financial Statement Schedules**




(a)
            1.
                Financial Statements





Filed
      as
      Item 8 to the Original Filing.





2.
                Financial Statement Schedules





Financial
      Statement Schedule II – Valuation and Qualifying Accounts is filed with the
      Original Filing.  All other schedules, other than those listed above,
      have been omitted because they are not applicable or the information required
      to
      be set forth therein is included in the financial statements or notes thereto.





3.
                Exhibits:





3.1
            Amended
                and Restated Agreement of Limited Partnership (Incorporated by reference
                to Exhibit 4.1 to Post-Effective Amendment No. 6 to Form S-1 Registration
                Statement No. 333-54001 filled with the Securities and Exchange Commission
                on May 19, 2000).





4.1
            Certificate
                of Limited Partnership of the Partnership (Incorporated herein by
                reference to Exhibit 4.3 to Post-Effective Amendment No. 6 Form S-1
                Registration Statement No. 333-54001 filed with the Securities and
                Exchange Commission on May 19,
                2000).




10.1
            Commercial
                Loan Agreement, by and between California Bank & Trust, ICON Income
                Fund Eight B L.P.,  ICON Income Fund Nine,  LLC; ICON
                Income Fund Ten, LLC and ICON Leasing Fund Eleven, LLC, dated August
                31,
                2005 (incorporated herein by reference to Exhibit 10.1 to ICON Income
                Fund
                Eight B’s Current Report on Form 8-K, dated August 31,
                2005).




10.2
            Loan
                Modification Agreement, by and between California Bank & Trust and
                ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income
                Fund Ten, LLC and ICON Leasing Fund Eleven, LLC, dated December 26,
                2006.
                Exhibit 10.1 to our Current Report on Form 8-K dated December 29,
                2006 is
                incorporated herein by reference.




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





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





32.1
            Certification
                pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.




32.2
            Certification
                  pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.




(c)
            Financial
                Statements of ICON Aircraft 126 LLC


















**ICON
        Aircraft 126 LLC**
 **(A
        Delaware Limited Liability Company)**
 
 **Consolidated****Financial Statements**
 
 **December
        31, 2006, 2005 and 2004**
 
 (With
        Report of Independent Registered Public Accounting Firm Thereon)
 
 
   
 
 
 **ICON
                  Aircraft 126 LLC**
                (A
                  Delaware Limited Liability Company)
                
                
                Table
                  of ContentsReport
                  of Independent Registered Public Accounting
                  Firm.......................................................................................................................................
              1Consolidated
                  Balance Sheets at December 31, 2006 and
                  2005...................................................................................................................................
              2Consolidated
                  Statements of Operations and Changes in Members’ Equity
                For
                  the Years Ended December 31,
                  2006, 2005 and
                  2004......................................................................................................................................
              3Consolidated
                  Statements of Cash Flows For the Years Ended
                December
                  31, 2006, 2005 and
                  2004 .....................................................................................................................................................................
              4Notes
                  to Consolidated Financial
                  Statements.............................................................................................................................................................
              5
                  -
                  9
 
  
 
 
 
 
 The
        Members
 ICON
        Aircraft 126 LLC
 
 **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 We
        have
        audited the consolidated balance sheets of ICON Aircraft 126 LLC (a Delaware
        limited liability company) and its subsidiary as of December 31, 2006 and
        2005
        and the related consolidated statements of operations and changes in members’
equity and cash flows for each of the three years in the period ended December
        31, 2006. 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 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
        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 Company’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, 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 Aircraft 126 LLC
        as of
        December 31, 2006 and 2005, and the results of their operations and their
        cash
        flows for each of the three years in the period ended December 31, 2006,
        in
        conformity with accounting principles generally accepted in the United States
        of
        America.
 
 
 
 /s/
        Hays
& Company LLP
 
 August
        20, 2007
 New
        York,
        New York
  
 1
 
 ICON
                  Aircraft 126 LLC(A
                  Delaware Limited Liability Company)Consolidated
                  Balance SheetsDecember
                  31,ASSETS2006
              
              
              2005Investment
                  in operating lease:Equipment,
                  at cost
              
              $
              77,523,584
              
              
              $
              77,523,584Accumulated
                  depreciation
              
              
              (20,556,920
              )
              
              
              (16,441,487
              )Net
                  investment in operating lease
              
              
              56,966,664
              
              
              
              61,082,097Other
                  assets, net
              
              
              345,579
              
              
              
              1,836,631Total
                  assets
              
              $
              57,312,243
              
              
              $
              62,918,728LIABILITIES
                  AND MEMBERS' EQUITYNotes
                  payable - non-recourse
              
              $
              49,551,697
              
              
              $
              53,874,160Deferred
                  rental income
              
              
              128,571
              
              
              
              -Accrued
                  interest
              
              
              251,000
              
              
              
              221,410Total
                  liabilities
              
              
              49,931,268
              
              
              
              54,095,570Commitments
                  and contingenciesMembers'
                  equity
              
              
              7,380,975
              
              
              
              8,823,158Total
                  liabilities and members' equity
              
              $
              57,312,243
              
              
              $
              62,918,728
 
   2
 
  ICON
                  Aircraft 126 LLC(A
                  Delaware Limited Liability Company)Consolidated
                  Statements of Operations and Changes in Members' EquityYears
                  Ended December 31,2006
              
              
              2005
              
              
              2004Revenue:Rental
                  income
              
              $
              6,753,785
              
              
              $
              8,190,414
              
              
              $
              8,190,414Interest
                  income
              
              
              62,883
              
              
              
              40,920
              
              
              
              50,282Total
                  revenue
              
              
              6,816,668
              
              
              
              8,231,334
              
              
              
              8,240,696Expenses:Depreciation
                  and amortization
              
              
              4,148,392
              
              
              
              4,381,687
              
              
              
              4,381,687Interest
              
              
              3,089,780
              
              
              
              3,053,805
              
              
              
              3,332,187General
                  and administrative
              
              
              50,002
              
              
              
              -
              
              
              
              -Aircraft
                  maintenance
              
              
              1,152,698
              
              
              
              -
              
              
              
              -Total
                  expenses
              
              
              8,440,872
              
              
              
              7,435,492
              
              
              
              7,713,874Net
                  (loss) income
              
              
              (1,624,204
              )
              
              
              795,842
              
              
              
              526,822Members'
                  equity, beginning of year
              
              
              8,823,158
              
              
              
              8,027,316
              
              
              
              7,500,494Contributions
                  received
              
              
              182,021
              
              
              
              -
              
              
              
              -Members'
                  equity, end of year
              
              $
              7,380,975
              
              
              $
              8,823,158
              
              
              $
              8,027,316
 
   3
 
  ICON
                  Aircraft 126 LLC(A
                  Delaware Limited Liability Company)Consolidated
                  Statements of Cash FlowsYears
                  Ended December 31,2006
              
              
              2005
              
              
              2004Cash
                  flows from operating activities:Net
                  (loss) income
              
              $
              (1,624,204
              )
              
              $
              795,842
              
              
              $
              526,822Adjustments
                  to reconcile net (loss) income to net cashused
                  in operating activities:Rental
                  income paid directly to lenders by lessees
              
              
              (6,753,785
              )
              
              
              (8,190,414
              )
              
              
              (8,190,414
              )Interest
                  income on maintenance reserve
              
              
              (55,784
              )
              
              
              (40,920
              )
              
              
              (50,282
              )Depreciation
                  and amortization
              
              
              4,148,392
              
              
              
              4,381,687
              
              
              
              4,381,687Interest
                  expense on non-recourse financing paiddirectly
                  to lenders by lessees
              
              
              3,060,190
              
              
              
              3,085,157
              
              
              
              3,344,752Change
                  in operating liabilities:Other
                  assets
              
              
              885,009
              
              
              
              -
              
              
              
              -Deferred
                  rental income
              
              
              128,571
              
              
              
              -
              
              
              
              -Accrued
                  interest
              
              
              29,590
              
              
              
              (31,352
              )
              
              
              (12,565
              )Net
                  cash used in operating activities
              
              
              (182,021
              )
              
              
              -
              
              
              
              -Cash
                  flows from financing activities:Contributions
                  received
              
              
              182,021
              
              
              
              -
              
              
              
              -Net
                  increase in cash
              
              
              -
              
              
              
              -
              
              
              
              -Cash,
                  beginning of year
              
              
              -
              
              
              
              -
              
              
              
              -Cash,
                  end of year
              
              $
              -
              
              
              $
              -
              
              
              $
              -Supplemental
                  disclosure of non-cash investing and financing activities:Principal
                  and interest paid directly to lenders by lessees
              
              $
              6,753,785
              
              
              $
              7,798,560
              
              
              $
              7,798,560Other
                  assets used to pay down non-recourse debt
              
              $
              582,509
              
              
              $
              -
              
              
              $
              -
 
   4
  ICON
          Aircraft 126 LLC
 (A
          Delaware Limited Liability Company)
 Notes
          To
          Consolidated Financial Statements
 December
          31, 2006, 2005 and 2004
  (1)
              Organization
 ICON
          Aircraft 126 LLC (the “LLC”) was formed on February 15, 2002 as a Delaware
          limited liability company. The LLC is a joint venture between two affiliated
          entities, 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% interest in
          the LLC’s profits, losses and cash distributions.
 
 On
          March
          4, 2002, the LLC acquired all of the outstanding shares of Delta Aircraft
          Leasing Limited (“D.A.L.”), a Cayman Islands registered company, for
          approximately $75,288,000, which was comprised of approximately $4,250,000
          of
          cash and the assumption of approximately $70,277,000 of non-recourse debt.
          D.A.L
          owns, through an owner trust, an Airbus A340-313X aircraft which is on
          lease to
          Cathay Pacific Airways Limited (“Cathay”). The lender has a security interest in
          the aircraft and an assignment of the rental payments under the lease.
          The lease
          was initially scheduled to expire in March 2006 but has been extended until
          July
          1, 2011.
  The
          General Partner/Manager of the both the LLC’s members is ICON Capital Corp. (the
“Manager”), a Delaware corporation. The Manager indirectly manages and controls
          the business affairs of the LLC's assets under the terms of separate limited
          partnership and operating agreements with Fund Eight B and Fund
          Nine.  The LLC paid the Manager approximately $2,236,000 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 LLC and its wholly-owned
          subsidiary.  All intercompany accounts and transactions have been
          eliminated in consolidation.
 
 Investment
          in Operating Lease
 
 Investment
          in operating lease is 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
          the
          final disposition of the equipment, the cost and related accumulated
          depreciation are removed from the accounts and the resulting gain or loss
          is
          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
          LLC's
          assets are 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 is recognized only if the carrying amount
          of
          a long-lived asset is not recoverable and exceeds its fair value.  If
          there is an indication of impairment, the LLC estimates 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 future
          cash
          inflows expected to be generated by an asset less the future outflows expected
          to be necessary to obtain those inflows.  If an impairment is
          determined to exist, an impairment loss is measured as the amount by which
          the
          carrying amount of a long-lived asset exceeds its fair value.
 
 5
  ICON
          Aircraft 126 LLC
 (A
          Delaware Limited Liability Company)
 Notes
          To Consolidated Financial Statements
 December
          31, 2006, 2005 and 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 its 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 residual position
          in
          the asset and, if applicable, the remaining obligation to the non-recourse
          lender.  Generally in the latter situation, the residual position
          relates to equipment subject to third party non-recourse notes payable
          where the
          lessee remits their rental payments directly to the lender and the LLC
          does not
          recover its residual position until the non-recourse note payable is repaid
          in
          full.
 
 Income
          Taxes
 
 The
          LLC
          is taxed as a partnership for Federal and state income tax purposes. No
          provision for income taxes has been recorded since the liability for such
          taxes
          is that of each of the individual members rather than the LLC. The LLC's
          income
          tax returns are subject to examination by the Federal and state taxing
          authorities, and changes, if any, could adjust the individual income tax
          of the
          members.
 
 Revenue
          Recognition
 
 The
          LLC
          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 LLC 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 value 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 income recognized on a straight
          line
          basis.
 
 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 and the disclosure of contingent assets and liabilities as
          of the
          date of the financial statements and the reported amounts of revenues and
          expenses during the reporting period. Significant estimates primarily include
          impairments, depreciation and amortization and unguaranteed residual
          values.  Actual results could differ from those
          estimates.
 6
  ICON
          Aircraft 126 LLC
 (A
          Delaware Limited Liability Company)
 Notes
          To
          Consolidated  Financial Statements
 December
          31, 2006, 2005 and 2004
 
 (2)
              Summary
                  of Significant Accounting Policies -
                  continued
  Recent
          Accounting Pronouncements
 
 In
          April
          2006, the Financial Accounting Standards Board (“FASB”) issued Statement of
          Financial Accounting Standards (“SFAS”) No. 155, “Accounting for Certain
          Financial Instruments” (“SFAS 155”), an amendment to SFAS No. 133 (“SFAS 133”)
          and SFAS No. 140. SFAS 155 addresses what had been characterized as a temporary
          exemption from the application of the bifurcation requirements of SFAS
          133 to
          beneficial interests in securitized financial assets. The adoption of SFAS
          155
          did not have any impact on the LLC’s consolidated financial
          statements.
 
 In
          September 2006, the FASB issued SFAS No. 157 “Accounting for Fair Value
          Measurements” (“SFAS 157”).  SFAS 157 establishes a separate framework
          for determining fair values of assets and liabilities that are required
          by other
          authoritative pronouncements to be measured at fair value. In addition,
          SFAS 157
          incorporates and clarifies the guidance in FASB Concepts Statement No.
          7
          regarding the use of present value techniques in measuring fair value.
          SFAS 157
          is effective for financial statements with fiscal years beginning after
          November
          15, 2007. The Manager is currently evaluating the impact of this pronouncement,
          but does not currently believe it will have a material impact on the
          LLC’s consolidated financial statements.
 
 In
          September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
          Accounting Bulletin No. 108, “Considering the Effects of Prior Year
          Misstatements when Quantifying Misstatements in Current Year Financial
          Statements” (“SAB 108”). SAB 108 expresses the views of the SEC staff regarding
          the process of quantifying the materiality of financial misstatements.
          SAB 108
          requires both the balance sheet and income statement approaches be used
          when
          quantifying the materiality of misstated amounts. In addition, SAB 108
          contains
          guidance on correcting errors under the dual approach and provides transition
          guidance for correcting errors existing in prior years. SAB 108 is effective
          for
          the fiscal years ending after November 15, 2006. The adoption of SAB 108
          did not
          have an impact on the LLC’s****consolidated financial
          statements.
 
 The
          Manager 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 Lease
  The
          LLC’s
          sole investment at both December 31, 2006 and 2005 is an Airbus A340-313X
          aircraft on lease to Cathay. The lease was initially scheduled to expire
          in
          March 2006 but has been extended until July 1, 2011.
 
 The
          LLC
          had a commitment with respect to the aircraft to pay certain of the maintenance
          overhaul costs, which were incurred on or prior to March 27, 2006. The
          LLC had
          established a maintenance account, which totaled prior to paying the maintenance
          overhaul cost, approximately $1,385,000 to pay for its portion of these
          costs.
          This account was funded by the lessee in accordance with the terms of the
          original lease. The LLC’s obligations to make payments into the maintenance
          account ceased in February 2006. During September 2006, approximately $1,153,000
          was paid for the maintenance costs. The excess cash remaining of approximately
          $232,000, which includes interest accreted in the amount of approximately
          $31,000 through December 31, 2006, is included in other assets, net in the
          accompanying consolidated financial statements and will be used to pay down
          the principal balance of the related non-recourse debt.
  7
  ICON
          Aircraft 126 LLC
 (A
          Delaware Limited Liability Company)
 Notes
          To
          Consolidated Financial Statements
 December
          31, 2006, 2005 and 2004
 (3)
              Investment
                  in Operating Lease - continued
 
 In
        connection with the original purchase of the aircraft, the owner trustee
        entered
        into two first priority charge on cash deposit agreements pursuant to which
        the
        maintenance account for the aircraft owned by the LLC was cross-collateralized
        with the maintenance account for another Cathay aircraft owned by ICON Aircraft
        123 LLC (“ICON 123”) which is a wholly-owned subsidiary of Fund Eight B. Under
        the terms of this agreement, the LLC was required to pay on behalf of ICON
        123
        any maintenance cost shortfalls incurred by the affiliate. On January 30,
        2007,
        the LLC paid approximately $143,000 in maintenance costs from the remaining
        balance in its maintenance account on behalf of ICON 123. The maintenance
        account and related security interest were then terminated. ICON 123 will
        reimburse the LLC for the maintenance shortfall when the aircraft owned by
        ICON
        123 is sold.
 
 Non-cancelable
        minimum annual rentals over the next five years are as follows:
 
 Years
                  EndingDecember
                  31,2007
              
              
              $
              6,540,0002008
              
              
              $
              6,540,0002009
              
              
              $
              6,540,0002010
              
              
              $
              5,940,0002011
              
              
              $
              2,970,000
  (4)
              Note
                  Payable - Non-Recourse
 
 Simultaneously
        with the lease extension, the LLC, through the owner trustee, refinanced
        the
        non-recourse debt associated with the aircraft. The refinancing was done
        because
        the original non-recourse debt of approximately $52,850,000 was due to be
        repaid
        on March 27, 2006. The LLC established, under the original lease, a reserve
        account totaling approximately $583,000, which was used to reduce the balloon
        payment to approximately $52,267,000. The refinanced non-recourse debt, which
        accrues interest at the London Interbank Offered Rate (“LIBOR”) plus 1.165%,
        matures on July 1, 2011 and requires a balloon payment of approximately
        $33,140,000. The variable interest rate of the refinanced debt was fixed
        at
        6.104% under the terms of the debt agreement effective October 3,
        2006.
 
 During
        2006, the LLC received $182,020 of capital contributions from both of its
        members of which $50,000 was for amounts paid by its members’ relating to the
        maintenance reserve account and $132,020 related to costs paid by its members
        relating to the refinancing of the non-recourse debt.
  Principal
        maturities of the LLC’s refinanced non-recourse debt over the next five years
        consist of following:
 
 Years
                  EndingDecember
                  31,2007
              
              
              $
              3,561,1802008
              
              
              $
              3,788,1422009
              
              
              $
              4,029,5682010
              
              
              $
              3,826,9772011
              
              
              $
              34,345,830
   8
  ICON
          Aircraft 126 LLC
 (A
          Delaware Limited Liability Company)
 Notes
          To Consolidated Financial Statements
 December
          31, 2006, 2005 and 2004
 
 (5)
              Residual
                  Sharing Agreement
 
 The
        LLC
        is a party to a residual sharing agreement (the “Airtrade Residual Sharing
        Agreement”) with ICON 123, and Airtrade Capital Corp. (“Airtrade”). Pursuant to
        the terms of the Airtrade Residual Sharing Agreement, all proceeds received
        in
        connection with the sale or lease extension of the aircrafts owned by the
        LLC
        and ICON 123 in excess of $8,500,000 (in the aggregate) of the debt associated
        with each aircraft (net of expenses) will be allocated 55% to the LLC or
        ICON
        123, as applicable, and 45% will be allocated to Airtrade.
 
 (6)
              Fair
                  Value of Financial Instruments
 
 SFAS
        No.
        107, "Disclosures About Fair Values of Financial Instruments," requires
        disclosures about the fair value of financial instruments. Separate
        disclosure of fair value information at December 31, 2006 and 2005 with respect
        to the LLC'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 non-recourse debt, approximates fair market value
        due to their short term maturities. The estimated fair value of the LLC’s
        non-recourse notes payable at December 31, 2006 was approximately
        $33,840,000. The estimated fair value of the LLC’s non-recourse notes
        payable at December 31, 2005 was approximately the same as the book value
        due to
        the remaining short-term of this obligation.
  (7)
              Transactions
                  with Related Parties
 
 The
        LLC
        does not maintain a separate bank account and therefore, from time-to-time
        in
        the normal course of operations, the LLC’s members’ will pay certain operating
        and general and administrative expenses on behalf of the LLC in proportion
        with
        their member interests. The Manager has determined that these expenses are
        not
        material to the LLC’s operations.
 
 The
        financial condition and results of
        operations of the LLC, as reported, are not necessarily indicative of the
        results that would have been reported had the LLC operated completely
        independently.
 
 9
  **SIGNATURES**


Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, we have 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.
 
 */s/
        Thomas W. Martin*
 Thomas
        W.
        Martin
 Chairman,
        Chief Executive Officer and President of the General Partner
 (Principal
        Executive Officer)
 ICON
        Capital Corp.
 General
        Partner of ICON Income Fund Eight B L.P.
 
 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.
 General
        Partner of the Registrant
 
 *Dated:
        August 23, 2007*
 
 */s/
        Thomas W. Martin*
 Thomas
        W.
        Martin
 Chairman,
        Chief Executive Officer and President of the General Partner
 (Principal
        Executive Officer)
 ICON
        Capital Corp.
 General
        Partner of ICON Income Fund Eight B L.P.
 
 
 *Dated:
        August 23, 2007*
 
 */s/Michael A. Reisner*
 Michael
        A. Reisner
 Director,
        Executive Vice President and Chief Financial Officer of the General
        Partner
 (Principal
        Financial and Accounting Officer)
 ICON
        Capital Corp.
 General
        Partner of ICON Income Fund Eight B L.P.
 
 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 members and a copy will be forwarded to the
        Commission.
  
 10