**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-K/A**


**(Amendment
      No. 1)**





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





year
                ended
            **December
                31, 2005**


or


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





Commission_File_Number_
            **333-37504**








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





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





**100
                Fifth Avenue, 4****th****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 is a well-known seasoned issuer, as defined
      in Rule 405 of the Security Act. [
      ] Yes
      [x] No





Indicate
      by check mark whether the registrant is not required to file reports pursuant
      to
      Section 13 or Section 15(d) of the Act. [
      ] Yes
      [x] No





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 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 [
      ]    Accelerated filer [
      ]   Non-accelerated filer [x]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


[
      ] 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 shares of the registrant.





Number
      of
      limited partnership units of the registrant outstanding on December 31, 2006
      is
741,530.





**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, 2005, filed with
      the
      Securities and Exchange Commission on April 3, 2006 (the “Original Filing”)
      solely for the purposes of amending Item 15- Exhibits, to include the financial
      statements of ICON Aircraft 126 LLC, which were 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 of the Original Filing.





2.
      Financial Statement Schedules





Financial
      Statement Schedule II - Valuation and Qualifying Accounts is filed as part
      of item 8 of 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:




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).




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 LLC)**
 
 **Consolidated
        Financial Statements**
 
 **December
        31, 2005, 2004 and 2003**
 
 (With
        Independent Auditor’s Report Thereon)
 
 
 
 
 
 
 
 
 
 
 
 
  
 ICON
                    Aircraft 126 LLCTable
                    of ContentsIndependent
                    Auditor’s Report.
                1Consolidated
                    Balance Sheets at December 31, 2005 and 2004 .
                2Consolidated
                    Statements of Income and Changes in Members’ EquityFor
                    The Years Ended December 31, 2005, 2004 and 2003 .
                3Consolidated
                    Statements of Cash Flows For The Years EndedDecember
                    31, 2005, 2004 and 2003 .
                4Notes
                    to Consolidated Financial Statements .
                5-10
  
 
 
 
 **INDEPENDENT
          AUDITOR’S REPORT**
 
  
  The
          Members
 ICON
          Aircraft 126 LLC
 
 We
          have
          audited the consolidated balance sheets of ICON Aircraft 126 LLC and subsidiary
          as of December 31, 2005 and 2004 and the related consolidated statements
          of
          income and changes in members’ equity, and cash flows for each of the three
          years in the period ended December 31, 2005. 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 audits.
 
 We
          conducted our audits 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 financials 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
          presentation of the financial statements. We believe that our audits provide
          a
          reasonable basis for our opinion.
 
 In
          our
          opinion, the consolidated financial statements referred to above presents
          fairly, in all material respects the consolidated financial position of
          ICON
          Aircraft 126 LLC as of December 31, 2005 and 2004, and the results of their
          consolidated operations and their cash flows for each of the three years
          in the
          period ended December 31, 2005, in conformity with accounting principles
          generally accepted in the United States of America.
 
 As
          discussed in Note 1 to the consolidated financial statements, the consolidated
          balance sheet as of December 31, 2004 and the consolidated statements of
          income
          and changes in members’ equity, and cash flows for the years ended December 31,
          2004 and 2003, have been restated.
 
 
 
 /s/
          Hays
& Company LLP
 
 January
          9, 2007 New
          York,
          New York
  
 1
  ICON
                    Aircraft 126, LLC(A
                    Delaware Limited Liability Company)Consolidated
                    Balance SheetsDecember
                    31,ASSETS2005
                
                2004
                  (Restated)Investment
                    in operating lease:Equipment,
                    at cost
                
                $
                77,523,584
                
                $
                77,523,584Accumulated
                    depreciation
                
                
                (16,441,487
                )
                
                (12,116,200
                )Net
                    investment in operating lease
                
                
                61,082,097
                
                
                65,407,384Other
                    assets, net
                
                
                1,836,631
                
                
                1,310,672Total
                    assets
                
                $
                62,918,728
                
                $
                66,718,056LIABILITIES
                    AND MEMBERS' EQUITYNotes
                    payable - non-recourse
                
                $
                53,874,160
                
                $
                58,587,566Accrued
                    expenses and other liabilities
                
                
                221,410
                
                
                103,174Total
                    liabilities
                
                
                54,095,570
                
                
                58,690,740Commitments
                    and contingenciesMembers'
                    equity
                
                
                8,823,158
                
                
                8,027,316Total
                    liabilities and members' equity
                
                $
                62,918,728
                
                $
                66,718,056
 
 
 See
                    accompanying notes to consolidated financial statements
  2
  ICON
                      Aircraft 126, LLC(A
                      Delaware Limited Liability Company)Consolidated
                      Statements of Income and Changes in Members' EquityYears
                      Ended December 31,2005
                  
                  2004
                    (Restated)
                  
                  2003
                    (Restated)Revenue:Rental
                      income
                  
                  $
                  8,190,414
                  
                  $
                  8,190,414
                  
                  $
                  8,190,414Interest
                      income
                  
                  
                  40,920
                  
                  
                  50,282
                  
                  
                  15,842Total
                      revenue
                  
                  
                  8,231,334
                  
                  
                  8,240,696
                  
                  
                  8,206,256Expenses:Depreciation
                      and amortization
                  
                  
                  4,381,687
                  
                  
                  4,381,687
                  
                  
                  4,381,687Interest
                  
                  
                  3,053,805
                  
                  
                  3,332,187
                  
                  
                  3,551,831Total
                      expenses
                  
                  
                  7,435,492
                  
                  
                  7,713,874
                  
                  
                  7,933,518Net
                      income
                  
                  
                  795,842
                  
                  
                  526,822
                  
                  
                  272,738Members'
                      equity, beginning of year
                  
                  
                  8,027,316
                  
                  
                  7,500,494
                  
                  
                  6,734,256Prior
                      period adjustment
                  
                  
                  -
                  
                  
                  -
                  
                  
                  493,500Members'
                      equity, end of year
                  
                  $
                  8,823,158
                  
                  $
                  8,027,316
                  
                  $
                  7,500,494
  See
                    accompanying notes to consolidated financial statements
  3
  ICON
                      Aircraft 126, LLC(A
                      Delaware Limited Liability Company)Consolidated
                      Statements of Cash FlowsYears
                      Ended December 31,2005
                  
                  2004
                    (Restated)
                  
                  2003
                    (Restated)Increase
                      (decrease) in cash and cash equivalentsCash
                      flows from operating activities:Net
                      income
                  
                  $
                  795,842
                  
                  $
                  526,822
                  
                  $
                  272,738Adjustments
                      to reconcile net income to net cashprovided
                      by operating activities:Interest
                      income on maintence reserve
                  
                  
                  (40,920
                  )
                  
                  (50,282
                  )
                  
                  (15,842
                  )Rental
                      income paid directly to lenders by lessees
                  
                  
                  (8,190,414
                  )
                  
                  (8,190,414
                  )
                  
                  (8,190,414
                  )Depreciation
                      and amortization
                  
                  
                  4,381,687
                  
                  
                  4,381,687
                  
                  
                  4,381,687Interest
                      expense on non-recourse financing paiddirectly
                      to lenders by lessees
                  
                  
                  3,085,157
                  
                  
                  3,344,752
                  
                  
                  3,562,055Change
                      in operating liabilities:Accrued
                      expenses and other liabilities
                  
                  
                  (31,352
                  )
                  
                  (12,565
                  )
                  
                  (10,224
                  )Net
                      cash provided by operating activities
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Net
                      increase in cash
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Cash,
                      beginning of the year
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -Cash,
                      end of the year
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Supplemental
                      disclosure of non-cash investing and financing activities:Principal
                      and interest paid directly to lenders by lessees
                  
                  $
                  7,798,560
                  
                  $
                  7,798,560
                  
                  $
                  7,798,560
   See
                    accompanying notes to consolidated financial statements
 4
 ICON
                    Aircraft 126 LLC
                  (A
                    Delaware limited Liability Company)
                  Notes
                    To Consolidated Financial Statements
                  December
                    31, 2005, 2004 and 2003   (1)  Restatement
            of Consolidated Financial Statements
  During
            the preparation of the consolidated financial statements of ICON Aircraft
            126
            LLC (the “LLC”) for the year ended December 31, 2005 it was determined that the
            LLC did not properly account for rental income since the LLC acquired
            a lease
            during March 2002. Additionally, during the review process it was determined
            that the LLC was not recording interest income earned on the LLC’s maintenance
            reserve cash account. Corrections made by the LLC to properly record these transactions are
            summarized
            as follows: (i) to record the rental income, from inception of the lease,
            on the
            straight line basis in accordance with Statement of Financial Accounting
            Standards No. 13, “Accounting for Leases” and (ii) to properly record interest
            income earned, from inception of the lease, on a maintenance reserve
            cash
            account. Corrections of the errors were made to properly account for
            the
            recording of these transactions. By correcting these errors the LLC has
            restated
            its members’ equity at January 1, 2003. These corrections increased members’
equity by $493,500. The
            accompanying consolidated financial statements reflect the proper accounting
            treatment for these transactions.
 
 The
            following tables show the impact of the restatement on the relevant captions
            from the LLC’s consolidated financial statements at December 31, 2004 and for
            the years ended December 31, 2004 and 2003. These tables contain only
            the
            corrected balances and do not represent the complete consolidated balance
            sheets
            at December 31, 2004 nor consolidated statement of income for the years
            ended
            December 31, 2004 and 2003.
 
 Changes
            to the consolidated balance sheet at December 31, 2004:
 PreviouslyReported
                  
                  Adjustments
                  
                  RestatedOther
                      assets, net
                  
                  $
                  1,244,550
                  
                  $
                  66,122
                  
                  $
                  1,310,672Total
                      assets
                  
                  $
                  66,651,934
                  
                  $
                  66,122
                  
                  $
                  66,718,056Members'
                      equity
                  
                  $
                  7,766,862
                  
                  $
                  260,454
                  
                  $
                  8,027,316Total
                      liabilities and members' equity
                  
                  $
                  66,651,934
                  
                  $
                  66,122
                  
                  $
                  66,718,056
 
 Changes
            to the consolidated statement of income for the year ended December 31,
            2004:
 
 PreviouslyReported
                  
                  Adjustments
                  
                  RestatedRental
                      income
                  
                  $
                  8,340,000
                  
                  $
                  (149,586
                  )
                  $
                  8,190,414Interest
                      income
                  
                  $
                  -
                  
                  $
                  50,282
                  
                  $
                  50,282Total
                      revenue
                  
                  $
                  8,340,000
                  
                  $
                  (99,304
                  )
                  $
                  8,240,696Net
                      income
                  
                  $
                  626,126
                  
                  $
                  (99,304
                  )
                  $
                  526,822Members'
                      equity, beginning of year
                  
                  $
                  7,140,736
                  
                  $
                  359,758
                  
                  $
                  7,500,494Members'
                      equity, end of year
                  
                  $
                  7,766,862
                  
                  $
                  260,454
                  
                  $
                  8,027,316
 
 
 
 
 5
  ICON
                      Aircraft 126 LLC
                    (A
                      Delaware limited Liability Company)
                    Notes
                      To Consolidated Financial Statements
                    December
                      31, 2005, 2004 and 2003
 
 (1)  Restatement
            of Consolidated Financial Statements - continued
 
 Changes
            to the consolidated statement of income for the year ended December 31,
            2003:
 
 PreviouslyReported
                  
                  Adjustments
                  
                  RestatedRental
                      income
                  
                  $
                  8,340,000
                  
                  $
                  (149,586
                  )
                  $
                  8,190,414Interest
                      income
                  
                  $
                  -
                  
                  $
                  15,842
                  
                  $
                  15,842Total
                      revenue
                  
                  $
                  8,340,000
                  
                  $
                  (133,744
                  )
                  $
                  8,206,256Net
                      income
                  
                  $
                  406,482
                  
                  $
                  (133,744
                  )
                  $
                  272,738Members'
                      equity, beginning of year
                  
                  $
                  6,734,256
                  
                  $
                  493,500
                  
                  $
                  7,227,756Members'
                      equity, end of year
                  
                  $
                  7,140,739
                  
                  $
                  359,755
                  
                  $
                  7,500,494
 
 (2)  Organization
 
 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% ownership interest in the LLC’s profits,
            losses, cash distributions and distribution proceeds.
 
 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
            General Partner/Manager of the both the LLC’s members is ICON Capital Corp. (the
“Manager”), a Connecticut corporation. The
            Manager indirectly manages and controls the business affairs of the LLC's
            assets
            under the terms of separate management 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.
 
 (3)  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
            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 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.
 
 
 6
  ICON
                      Aircraft 126 LLC
                    (A
                      Delaware limited Liability Company)
                    Notes
                      To Consolidated Financial Statements
                    December
                      31, 2005, 2004 and 2003
 
 
 (3)  Summary
            of Significant Accounting Policies - continued
 
 Asset
            Impairments
 
 The
            LLC'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 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.
 
 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.
 
 
 
 7
  ICON
                      Aircraft 126 LLC
                    (A
                      Delaware limited Liability Company)
                    Notes
                      To Consolidated Financial Statements
                    December
                      31, 2005, 2004 and 2003
 (3)  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, 2005 and 2004 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 other liabilities approximates market value.
            The
            estimated fair value of the LLC’s non-recourse notes payable at December 31,
            2005 is approximately the same as the book value due to the remaining
            short-term
            of this obligation.
 
 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.
 
 Recent
            Accounting Pronouncements
 
 On
            June
            1, 2005, the Financial Accounting Standards Board (the “FASB”) issued Statement
            of Financial Accounting Standards (“SFAS”) No. 154 “Accounting Changes and Error
            Corrections” (“SFAS 154”) which replaces Accounting Principles Board Opinion No.
            20, “Accounting Changes” (“APB 20”) and SFAS No. 3, “Reporting Accounting
            Changes in Interim Financial Statements,” and changes the requirements for the
            accounting for and reporting of a change in accounting principle. SFAS
            154
            requires retrospective application to prior periods’ financial statements of a
            voluntary change in accounting principle unless it is impracticable.
            APB 20
            previously required that most voluntary changes in accounting principle
            be
            recognized by including in net income of the period of the change the
            cumulative
            effect of changing to the new accounting principle. The LLC does not
            expect the
            adoption of SFAS 154 to have an impact on its consolidated financial
            position or
            results of operations.
 
 In
            April
            2006, the FASB issued SFAS No. 155, “Accounting for Certain Financial
            Instruments” (“SFAS 155”), amendment to SFAS 133 and SFAS 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 results of operations
            or financial condition.
 
 In
            September 2006, the FASB issued Statement of 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 generally accepted accounting principal 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 financial
            statements.
   8
  ICON
                  Aircraft 126 LLC
                (A
                  Delaware limited Liability Company)
                Notes
                  To Consolidated Financial Statements
                December
                  31, 2005, 2004 and 2003
  (3)  Summary
          of Significant Accounting Policies - continued
 
 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.
 
 (4)  Investment
          in Operating Lease
 
 The
          LLC’s
          sole investment at both December 31, 2005 and 2004 is an Airbus A340-313X
          aircraft on lease to Cathay through March 2006. The lease with Cathay was
          subsequently extended until July 1, 2011.
 
 The
          Owner
          Trustee has a commitment in regards to its Cathay aircraft to pay 50% of
          the
          maintenance overhaul costs, which were incurred on or prior to March 27,
          2006.
          The Owner Trustee has established a maintenance reserve cash account to
          pay for
          its portion of these costs, which has been funded in accordance with the
          terms
          of the lease. Any excess cash remaining after the maintenance over haul
          is
          performed will be used to pay down the principal balance of the related
          non-recourse debt. At December 31, 2005, the maintenance reserve was
          approximately $1,273,000 and is included in other assets in the accompanying
          consolidated balance sheet.
 
 During
          September 30, 2006, approximately $1,150,000 was paid for the maintenance
          costs.
          The excess cash remaining of approximately $228,000 (which includes interest
          accreted in the amount of approximately $27,000 through September 30, 2006),
          will be used to pay down the principal balance of the related non-recourse
          debt.
 
 Non-cancelable
          minimum annual rentals relating to the Cathay lease, including the lease
          extension are as follows:
 Years
                    EndingDecember
                    31,2006
                
                
                
                $
                    6,990,0002007
                
                
                
                $
                    6,540,0002008
                
                
                
                $
                    6,540,0002009
                
                
                
                $
                    6,540,0002010
                
                
                
                $
                    5,940,000
  (5)  Note
          Payable - Non-Recourse
 
 Simultaneously
          with the lease extension, the owner trustee refinanced the non-recourse
          debt
          that was scheduled to mature on March 27, 2006 with a balloon payment of
          approximately $52,850,000. ICON 126 had established, under the original
          lease, a
          reserve account totaling $582,509, which was used to reduce the balloon
          payment
          to $52,267,491. The refinanced non-recourse debt accrues interest at the
          London
          Interbank Offered Rate (“LIBOR”) plus 1.17% per year (5.71% per year at December
          31, 2005) and matures on July 1, 2011 with a balloon payment of approximately
          $32,000,000. The variable interest rate of the refinanced debt was fixed
          at
          6.104% per year under the terms of the debt agreement on September 29,
          2006,
          effective October 3, 2006.
  9
  ICON
                  Aircraft 126 LLC
                (A
                  Delaware limited Liability Company)
                Notes
                  To Consolidated Financial Statements
                December
                  31, 2005, 2004 and 2003
  (5)  Note
          Payable - Non-Recourse - continued
 
 Principal
          maturities of the LLC’s refinanced non-recourse debt consist of following:
 
 Years
                    EndedDecember
                    31,2006
                
                
                
                $
                    4,354,7562007
                
                
                
                $
                    3,559,3742008
                
                
                
                $
                    3,810,0272009
                
                
                
                $
                    4,044,0962010
                
                
                
                $
                    3,684,449
 
 (6)  Residual
          Sharing Agreement
 
 The
          LLC
          and ICON Aircraft 123 LLC (“Aircraft 123”), an affiliate of the LLC’s, are party
          to a Residual Sharing Agreement (the “Agreement”) with Airtrade Capital Corp.
          (“Airtrade”). Pursuant to the terms of the Agreement, once the LLC and Aircraft
          123 collectively receive $8,500,000 from any sale or re-lease of either
          Aircraft, net of any expenses and the full satisfaction of any indebtedness
          associated with such aircraft, Airtrade is entitled to receive 45% of the
          residual proceeds. Residual
          proceeds include gross proceeds from: the sale, lease, renewal lease or
          extension or financing of the Aircraft and casualty payments less any reasonable
          out-of-pocket costs incurred by the LLC or Aircraft 123. At
          December 31, 2005, the LLC does not have any obligations under the
          Agreement.


10


**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:
        Janurary 17, 2007*
 
 */s/
        Beaufort J.B. Clarke*
 Beaufort
        J.B. Clarke
 Chairman,
        Chief Executive Officer and Director
 (Principal
        Executive Officer)
 
 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:
        January 17, 2007*
 
 */s/
        Beaufort J.B. Clarke*
 Beaufort
        J.B. Clarke
 Chairman,
        Chief Executive Officer and Director
 (Principal
        Executive Officer)
 
 *Date:
        January 17, 2007*
 
 */s/
        Paul B. Weiss*
 Paul
        B.
        Weiss
 Director
 
 *Date:
        January 17, 2007*
 
 */s/
        Thomas W. Martin*
 Thomas
        W.
        Martin
 Chief
        Operating Officer and Director
 
 *Date:
        January 17, 2007*
 
 */s/
        Michael A. Reisner*
 Michael
        A. Reisner
 Executive
        Vice President and Chief Financial Officer
 (Principal
        Financial and Accounting Officer)
 
 Supplemental
        Information to be furnished with reports filed pursuant to Section 15(d)
        of the
        Act by Registrants 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.