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, 2005
                                       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, 4th 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 the limited partnership units
of the registrant.

Number of outstanding  limited  partnership units of the registrant on March 15,
2006 is 741,780.

                       Documents Incorporated by Reference
None.


<PAGE>

<TABLE>
<CAPTION>

                                Table of Contents

                                     PART I
                                                                                              Page
<S>                                                                                            <C>
Item 1.    Business                                                                             1

Item 1A.   Risk Factors                                                                         4

Item 1B.   Unresolved Staff Comments                                                            8

Item 2.    Properties                                                                           8

Item 3.    Legal Proceedings                                                                    9

Item 4.    Submission of Matters to a Vote of Security Holders                                  9

                                     PART II

Item 5.    Market for the Registrant's Securities and Related Security Holder Matters           10

Item 6.    Selected Consolidated Financial Data                                                 11

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

Item 7A.   Qualitative and Quantitative Disclosures About Market Risk                           21

Item 8.    Consolidated Financial Statements                                                    22

Item 9.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure                                                             45

Item 9A.   Controls and Procedures                                                              45

Item 9B.   Other Information                                                                    45

                                    PART III

Item 10.   Directors and Executive Officers of the Registrant's General Partner                 46

Item 11.   Executive Compensation                                                               47

Item 12.   Security Ownership of Certain Beneficial Owners and General Partner
           and Related Security Holder Matters                                                  48

Item 13.   Certain Relationships and Related Transactions                                       48

Item 14.   Principal Accountant Fees and Services                                               48

                                     PART IV

Item 15.   Exhibits and Financial Statement Schedules                                           48

SIGNATURES                                                                                      49

</TABLE>

<PAGE>

                                     PART I

Forward-Looking Statements

     Certain  statements  within this Annual Report on Form 10-K may  constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act of 1995  ("PLSRA").  These  statements  are  being  made
pursuant to the PSLRA, with the intention of obtaining the benefits of the "safe
harbor"  provisions of the PLSRA,  and, other than as required by law, we assume
no  obligation  to  update  or  supplement  such   statements.   Forward-looking
statements are those that do not relate solely to historical fact. They include,
but are not limited to, any statement  that may predict,  forecast,  indicate or
imply future  results,  performance,  achievements  or events.  You can identify
these   statements  by  the  use  of  words  such  as  "may,"  "will,"  "could,"
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and variations of these words or comparable words or phrases of similar meaning.
These  forward-looking  statements  reflect our current beliefs and expectations
with respect to future  events and are based on  assumptions  and are subject to
risks and  uncertainties  and other  factors  outside our control that may cause
actual results to differ materially from those projected.

Item 1. Business

     Our History

     ICON Income Fund Eight B L.P. (the "Partnership") was formed on February 7,
2000 as a Delaware  limited  partnership.  The  Partnership  will continue until
December 31, 2017, unless terminated sooner. When used in this report, the terms
"we," "us" and "our" refers to the Partnership.

     Our General  Partner is ICON  Capital  Corp.  (our  "General  Partner"),  a
Connecticut  corporation.  Our General Partner manages and controls the business
affairs,  including  but not  limited  to, our  equipment  leases and  financing
transactions under the terms of our management agreement.

     Our maximum offering was $75,000,000 and we commenced  business  operations
on our initial closing date, June 14, 2000, with the admission of 15,816 limited
partnership units representing $1,581,551 of capital contributions. Between June
15, 2000 and October 17, 2001, the date of our final closing 734,184  additional
limited  partnership  units  were  sold  representing   $73,418,449  of  capital
contributions  bringing  the total to  750,000  limited  partnership  units sold
representing  $75,000,000  of capital  contributions.  During  the  period  from
October 17, 2001 through December 31, 2005 we redeemed 7,170 limited partnership
units.  At  December  31,  2005  we  had  742,830  limited   partnership   units
outstanding.

     Our Business

     We are an equipment leasing 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: (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) will dispose of our  investments  and distribute the cash from sales of
such investments to our partners when we start our liquidation period.

     With the  proceeds  from  the sale of our  limited  partnership  units,  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 is financed,  so
these leases will generate little or no current cash flow because  substantially
the entire rental payments received from a lessee is 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.

                                       1
<PAGE>

     We  invested  most of the net  proceeds  from  our  offering  in  items  of
equipment  that are subject to a lease.  After the net  offering  proceeds  were
invested,  additional  investments  were made with the cash  generated  from our
initial investments to the extent that cash is not needed for expenses, reserves
and  distributions to partners.  The investment in additional  equipment in this
manner is called  "reinvestment."  We purchase equipment from time to time until
five years from the date we completed  our  offering.  This time frame is called
the  "reinvestment  period,"  which we anticipate  will end on October 16, 2006.
After the reinvestment  period, we will begin selling our assets in the ordinary
course of business during a time frame called the "liquidation period."

     If we believe it would  benefit our  partners to reinvest  our cash flow in
equipment during the liquidation  period,  we may do so, but our General Partner
will not  receive  any  additional  acquisition  fees in  connection  with  such
reinvestments. Our goal is to complete the liquidation period within three years
after the end of the reinvestment period, but it may take longer to do so.

     Partners'   capital  accounts  are  increased  for  their  initial  capital
contribution plus their  proportionate  share of earnings and decreased by their
proportionate  share  of  losses  and  distributions.   Profits,   losses,  cash
distributions and liquidation proceeds are allocated 99% to our limited partners
and 1% to our General  Partner  until each  limited  partner has  received  cash
distributions  and  liquidation  proceeds  sufficient  to reduce their  adjusted
capital  contribution  account  to  zero  and  received,   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, the distributions will be allocated 90% to our limited partners and 10% to
our General Partner.

     Substantially all of our recurring  operating cash flows are generated from
the "income"  leases in our portfolio.  On a monthly  basis,  we will 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 re-leasing costs and equipment  management  costs. Any residual  operating
cash flows are considered available for distribution to our partners.

     At  December  31, 2005 and 2004,  we had total  assets of  $91,960,247  and
$119,147,022, respectively. During the year ended December 31, 2005, our revenue
from rental  income and finance  income was  $19,990,082  which  included  three
lessees which accounted for  approximately  85% of our rental income and finance
income.  We had net income for the year ended  December 31, 2005 of  $3,368,585.
For the year ended December 31, 2004, our revenue from rental income and finance
income  was   $20,736,899   which  included  two  lessees  which  accounted  for
approximately  50% of our rental  income and finance  income.  We incurred a net
loss for the year ended  December 31, 2004,  of  $4,609,006.  For the year ended
December  31,  2003,  our  revenue  from rental  income and  finance  income was
$23,978,748  which included two lessees which accounted for approximately 43% of
our rental income and finance income.  We incurred a net loss for the year ended
December 31, 2003 of $5,181,209.

     At December 31, 2005 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 Equipment:

     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.

     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 Pacific
Airways Limited ("Cathay") with expiration dates of March 14, 2006 and March 27,
2006, respectively. We entered into a lease extension with respect to the Airbus
A340-313X in which we have a 100% interest,  which lease extension  extended the
term of the lease from March 14,  2006 to  October  1, 2011.  We entered  into a
lease  extension with respect to the second Airbus  A340-313X in which we have a
50%  interest  to extend the term of the lease  from  March 27,  2006 to July 1,
2011.

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.

                                       2
<PAGE>

     Information Technology Equipment:

o    We  have a 100%  interest  in  four  schedules  consisting  of 128  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. See "Item. 3 Legal Proceedings" for more information  regarding these
     leases.

     Other Equipment:

o    We have a 97.73%  interest in ICON  Cheyenne  LLC.  ICON  Cheyenne LLC is a
     joint venture with certain affiliates of our General Partner, which holds a
     portfolio of 16 active leases with expiration dates through September 2007.
     The  portfolio  consists  of over the  road  rolling  stock,  manufacturing
     equipment and materials handling equipment.

o    We have a 74.87%  interest in ICON SPK 2023-A LLC. ICON SPK 2023-A LLC is a
     joint venture with certain affiliates of our General Partner, which holds a
     portfolio  of 13 active  leases  with  expiration  dates at  various  dates
     through April 2008.  The portfolio  consists of various  equipment  leases,
     including material handling, telecommunication and computer equipment.

     Segment Information

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

     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.

     Employees

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

     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, and our Current  Reports on
Form 8-K and any  amendments to those  reports,  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.

                                       3
<PAGE>

Item 1A. Risk Factors

     Our operations are subject to a number of risks.  You should carefully read
and consider  these risks,  together with all other  information  in this Annual
Report on Form 10-K. If any of the following risks actually occur, our business,
operating results and financial condition could be adversely affected.

     Uncertainties associated with the equipment leasing business may affect our
business, operating results and financial condition.

     We are subject to a number of  uncertainties  associated with the equipment
leasing business which may affect our business,  operating results and financial
condition. These include:

     o    the technological and economic obsolescence of equipment;
     o    potential defaults by lessees;
     o    management  and other fees paid by us, which will limit the funds that
          can be invested in equipment;
     o    the existence of leverage increases the risk of foreclosure as well as
          increases the acquisition fees payable to our General Partner; and
     o    increases in our expenses (including taxes and insurance expenses).

     Our General  Partner's  decisions are subject to conflicts of interest with
us.

     Our General  Partner  could be confronted  with  decisions in which it will
have an  economic  incentive  to place its  interests  above  ours.  Our General
Partner sponsors and currently manages seven other equipment leasing businesses.
See "Item 13. Certain  Relationships and Related  Transactions." These conflicts
may include:

     o    Our General  Partner may receive more fees for acquiring  equipment if
          we incur debt to fund acquisitions;
     o    Our  management  agreement  does not  restrict  our General  Partner's
          ability to compete with us for equipment  acquisitions and other types
          of business;
     o    Our General Partner may have  opportunities to earn fees for referring
          a prospective acquisition opportunity to another purchaser;
     o    Our General  Partner may receive fees in connection  with the turnover
          of our equipment portfolio;
     o    Our  General  Partner  has  the  ability  as tax  matters  partner  to
          negotiate  with the IRS to settle tax disputes  that would bind us and
          our partners; and
     o    Our General  Partner may control the  decisions as to when and whether
          to sell a jointly-owned asset with another business that it manages.

     If the value of the equipment in our  portfolio  declines more rapidly than
we anticipate, our financial performance may be adversely affected.

                                       4
<PAGE>

     A significant  part of the value of our equipment is the potential value of
the  equipment  once the lease term  expires.  We call this  value the  residual
value.  Generally,  leased  equipment  is  expected to decline in value over its
useful life. In acquiring equipment, we will assume a value for the equipment at
the end of the lease which, when combined with lease payments, is expected to be
enough to return  the cost of our  investment  in the  equipment  and  provide a
profit  despite the  expected  decline in  equipment  value over the lease term.
However,  the value of the  equipment  at the end of a lease,  and whether  that
value  meets our  expectations,  will  depend to a  significant  extent upon the
following factors, many of which are beyond our control:

     o    our  ability  to  acquire  or, to a lesser  degree,  enter  into lease
          agreements  that  preserve  or  enhance  the  relative  value  of  the
          equipment;
     o    our ability to maximize  the value of the  equipment  upon its sale or
          re-lease when the lease expires;
     o    market conditions prevailing at the time the lease expires;
     o    the  cost  of new  equipment  at the  time  we  are  remarketing  used
          equipment;
     o    the extent to which  technological or regulatory  developments  during
          the lease term reduce the market for such used equipment;
     o    the strength of the economy; and
     o    the condition of the equipment when the lease expires.

     If leased equipment is not properly  maintained,  its residual value may be
less than expected.

     If a lessee fails to maintain  equipment in accordance  with its lease,  we
may make unanticipated  expenditures to repair the equipment in order to protect
our investment.  While we plan to inspect most used equipment prior to purchase,
there  can be no  assurance  that an  inspection  of  used  equipment  prior  to
purchasing it will reveal any defects, and problems with the equipment may occur
after it is acquired by us.

                                       5
<PAGE>

     If a lessee defaults on its lease, we could incur losses.

     If a lessee does not make lease  payments  to us when due, or violates  the
terms of its lease in another  important  way, we may be forced to terminate the
lease and attempt to recover the equipment. We may do this at a time when we may
not be able to arrange for a new lease or to sell the  equipment  right away, if
at all. We would then lose the expected  lease revenues and might not be able to
recover the entire amount or any of our original  investment  in the  equipment.
The cost of recovering equipment upon a lessee's default, enforcing the lessee's
obligations under the lease, and transporting,  storing, repairing and finding a
new lessee for the equipment may be high and may negatively  affect the value of
our  investment in the equipment.  We may lease  equipment to lessees which have
senior debt rated below investment  grade. We do not require our lessees to have
a minimum credit rating,  and lessees with such lower credit ratings may default
on lease payments more frequently than higher credit rated lessees.

     If a lessee files for  bankruptcy,  we may have  difficulty  enforcing  the
lease and may incur losses.

     If a lessee files for  protection  under  applicable  bankruptcy  laws, the
remaining  term of the lease or option to  purchase  the  equipment  for a fixed
price at a future date could be shortened  or the lease could be  rejected,  and
unpaid pre-bankruptcy lease payments may be cancelled as part of the bankruptcy.
We may also  experience  difficulty  and delays in recovering  equipment  from a
bankrupt lessee. If a lease is rejected in a bankruptcy,  we would bear the cost
of retrieving  and storing the  equipment,  and then have to remarket it, and we
would be an unsecured creditor for any amounts due under the lease. See "Item 3.
Legal Proceedings."

     Sellers of leased  equipment  could use their  knowledge of the lease terms
for gain at our expense.

     We may acquire  equipment subject to lease from leasing companies that have
an ongoing  relationship  with the lessees.  A seller could use its knowledge of
the terms of the lease,  particularly  the end of lease options and the date the
lease ends,  to compete with us. In  particular,  a seller may approach a lessee
with an offer to  substitute  similar  equipment  at lease end for lower  rental
amounts.  This may  adversely  affect our  opportunity  to maximize the residual
value of the equipment.

     Investment  in joint  ventures  may  subject  us to risks  relating  to our
co-investors  which  could  adversely  impact  the  financial  results  of joint
ventures.

     We may invest in joint ventures with other  businesses our General  Partner
sponsors  and  manages  or with  unrelated  third  parties.  Investing  in joint
ventures  involves  additional risks not present when acquiring leased equipment
that will be wholly owned by us. These risks  include the  possibility  that our
co-investors   might  become  bankrupt  or  otherwise  fail  to  meet  financial
commitments,  thereby  obligating us to pay all of the debt  associated with the
joint venture,  as each party to a joint venture typically must guarantee all of
the  joint  venture's  obligations.  Alternatively,  the  co-investors  may have
economic or business  interests or goals that are inconsistent  with us and want
to manage  the joint  ventures  in ways that do not  maximize  the return to us.
Among other things, actions by a co-investor might subject leases that are owned
by the joint venture to liabilities greater than those contemplated by the joint
venture agreement.  Also, when none of the joint owners control a joint venture,
there might be a stalemate on decisions, including when to sell the equipment or
prices or terms of a lease. Finally, while we will have the right to buy out the
other joint  owner's  interest in the equipment in the event of the sale, we may
not have the resources available to do so.

                                       6
<PAGE>

     We may not be able to obtain  insurance for certain risks and would have to
bear the cost of losses from non-insurable risks.

     Equipment may be damaged or lost. Fire, weather,  accident,  theft or other
events can cause damage or loss of  equipment.  While our leases will  generally
require  lessees to have  comprehensive  insurance  and assume the risk of loss,
some  losses,  such as from  acts of war,  terrorism  and  acts of God,  such as
earthquakes,  may be either uninsurable or not economically  feasible to insure.
Furthermore,   not  all  possible  contingencies   affecting  equipment  can  be
anticipated or insured against,  and, if insured, the insurance proceeds may not
be sufficient to cover a loss. If such a disaster  would occur to the equipment,
we could suffer a total loss of any  investment  in the affected  equipment.  In
leasing  some  types  of  equipment  we may be  exposed  to  environmental  tort
liability. Although we will use our best efforts to minimize the possibility and
exposure of such liability including by means of attempting to obtain insurance,
there can be no assurance that our assets will be protected against any claims.

     We could suffer losses from failure to maintain equipment  registration and
from unexpected regulatory compliance costs.

     Many  types  of  transportation   equipment  are  subject  to  registration
requirements  by  United  States  governmental  agencies,  as  well  as  foreign
governments if the equipment is to be used outside of the United States. Failing
to  register  the  equipment,  or  losing  the  registration,  could  result  in
substantial penalties,  forced liquidation of the equipment and/or the inability
to operate  and lease the  equipment.  Governmental  agencies  may also  require
changes or improvements  to equipment,  and we may have to spend our own capital
to comply if the  lessee of the  equipment  is not  required  to do so under the
lease.  These changes could force the equipment to be removed from service for a
period of time.  The terms of leases  may  provide  for rent  reductions  if the
equipment  must remain out of service for an extended  period or is removed from
service.  We may then have reduced rental income from the lease for this item of
equipment. If we did not have the capital to make a required change, we might be
required to sell the  affected  equipment.  If so, we could suffer a loss on our
investment,  might lose  future  revenues,  and also might  suffer  adverse  tax
consequences.

     If a lease were  determined to be a loan, it would be subject to usury laws
which could lower our lease revenue.

     Equipment  leases  have  sometimes  been  held  by the  courts  to be  loan
transactions subject to state usury laws, which limit the interest rate that can
be charged.  Although we anticipate  entering into or acquiring  leases which we
believe  are  structured  so that  they  avoid  being  deemed  loans,  and would
therefore  not be subject to the usury laws,  there can be no assurance  that we
will be successful in doing so. Loans at usurious  interest rates are subject to
a reduction  in the amount of interest  due under the loans and, if an equipment
lease is held to be a loan with a usurious  rate of interest,  the amount of the
lease payment could be reduced.

     Because we will  borrow to purchase  equipment,  including  recourse  debt,
losses as a result  of  lessee  defaults  may be  greater  than if debt were not
incurred.

     Although  we expect to acquire  some of our  investments  for cash,  we are
likely to borrow a  substantial  portion of the purchase  price of our equipment
investments  and there is no limit to the  amount  of debt that may be  incurred
when purchasing  equipment.  While we believe the use of leverage will result in
us being  able to make more  acquisitions  and that each  acquisition  will have
fewer  dollars  at risk  than if  leverage  were not  utilized,  there can be no
assurance that the benefits of greater size and diversification of the portfolio
will offset the heightened risk of loss in an individual lease transaction using
leverage.

                                       7
<PAGE>

     Additionally  while  we  expect  the  majority  of  our  borrowings  to  be
non-recourse,  some of our borrowings  may be recourse debt,  whereby the lender
can look to our general assets or the general assets of other equipment  leasing
funds our General Partner operates in the case of nonpayment.  Recourse debt may
increase  our risk of loss  because  we must meet our loan  payment  obligations
regardless of the rental revenue we receive from the equipment.  With respect to
non-recourse  borrowings,  a lessee  default could force us to make debt service
payments so as to protect our  investment in equipment and prevent us from being
subject to repossession.  See "Item 7. General Partner's Discussion and Analysis
of  Financial  Condition  and  Results of  Operations  -  Liquidity  and Capital
Resources."

     The  domestic  air cargo  industry  is subject to  economic  and  political
conditions  that may adversely  affect the air cargo  providers to whom we lease
aircraft

     The  domestic air cargo  industry is subject to factors  beyond our control
that may adversely  affect the industry and the  financial  situation of the air
cargo providers to whom we lease aircraft.  The air cargo industry is subject to
economic  conditions in both the domestic and international  markets in which it
operates,  including  regulatory  actions affecting aviation rights and security
measures related to  international  conflicts or terrorist  activities.  The air
cargo  industry  is also  subject to price  competition  from  other  providers,
customer  demand,  rising fuel prices,  adverse  weather  conditions and natural
disasters.

     The computer hardware market is cyclical and subject to obsolescence  which
may affect our ability to lease or resell the assets.

     The computer  hardware  market is cyclical and is vulnerable to market down
turns.  The  intrinsic  boom-bust  nature of the  technology  sector  challenges
hardware companies to constantly try to improve and create innovative  hardware,
aggressively pushing the incumbent equipment into obsolescence. We cannot assure
you 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.

Item 1B. Unresolved Staff Comments

         None.

Item 2. Properties

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

                                       8
<PAGE>

Item 3. Legal Proceedings

     In the  ordinary  course of  conducting  our  business,  we are  subject to
certain claims,  suits, and complaints filed against us. In our General Partners
opinion, 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.  The
following action was settled during 2005:

     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  (the  "Bankruptcy  Court")  seeking  relief under
Chapter  11 of the United  States  Bankruptcy  Code.  We were the lessor of five
lease  schedules  representing  179  Noritsu  Optical/Digital  photo  processing
mini-labs  located at K-Mart retail locations  throughout the country.  Although
K-Mart emerged from Chapter 11 during 2004,  the  Bankruptcy  Court has retained
jurisdiction over this matter.

     On June 21, 2005, the Bankruptcy Court officially  rejected one of our five
equipment  leases with K-Mart and the  equipment was returned to us. On June 30,
2005 we removed the rejected equipment costs and related  non-recourse debt from
our  books  and  recorded  a net  gain on sales of  equipment  of  approximately
$44,000.  Additionally,  the Bankruptcy Court awarded us approximately  $220,000
for overdue property tax payments previously paid by us which was received by us
on July 5, 2005. At December 31, 2005, K-Mart was current on its rental payments
for the remaining four equipment  lease  schedules  which consist of 128 Noritsu
Optical/Digital photo processing mini-labs.

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

     No matters  were  submitted  to a vote of  security  holders for the fourth
quarter 2005.

                                       9
<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 Partners
               Title of Class                         as of March 15, 2006
         ---------------------------        ------------------------------------
               General Partner                                  1
               Limited Partner                                2,825

     We 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 three years ended December 31, 2005
we paid  distributions to our limited partners totaling  $5,945,538,  $5,955,151
and  $7,008,299,  respectively.  For the three years ended  December 31, 2005 we
paid distributions to our General Partner totaling $60,058, $60,155 and $70,347,
respectively.  The terms of the Loan  Agreement  with  California  Bank & Trust,
however, could restrict us from paying cash distributions on our partners' units
if such  payment  would  cause us to not be in  compliance  with  our  financial
covenants.  See "Item 7. General Partner's  Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources."

     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 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 $50.85 per Unit
at September 30, 2005.

     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 our 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 $50.85
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 liquidation proceeds we will actually
receive over our remaining  term. Our Units are not publicly traded nor is there
currently  a market for our Units.  It is  unlikely  that any such  market  will
develop.

                                       10
<PAGE>

Item 6. Selected Consolidated Financial Data

     The selected  consolidated  financial data should be read together with the
consolidated  financial  statements  and  related  notes  included  in  Item  8,
Consolidated  Financial  Statements contained elsewhere in this Annual Report on
Form 10-K.


<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                                                    -----------------------
                                                    2005            2004           2003            2002            2001
                                                    -----           -----          -----          -----            ----
<S>                                             <C>             <C>             <C>           <C>             <C>
Total revenue                                   $ 25,926,526    $ 21,591,797    $ 25,150,087  $ 25,467,361    $ 20,231,996
                                                ============    ============    ============  ============    ============

Net income (loss) (a)                           $  3,368,585    $ (4,609,006)   $ (5,181,209) $   (136,897)   $    820,109
                                                ============    ============    ============  ============    ============

Net income (loss) allocable to limited partners $  3,334,899    $ (4,562,916)   $ (5,129,397) $   (135,528)   $    811,908
                                                ============    ============    ============  ============    ============

 Net income (loss) allocable to General Partner $     33,686    $    (46,090)   $   (51,812)  $     (1,369)   $      8,201
                                                ============    ============    ============  ============    ============
 Weighted average number of limited
       partner units outstanding                     743,161         744,463         747,189       749,475         502,536
                                                ============    ============    ============  ============    ============
 Net income (loss) per weighted average
       limited partner unit                     $       4.49    $      (6.13)   $      (6.86) $      (0.18)   $      1.62
                                                ============    ============    ============  ============    ============

 Distributions to limited partners              $  5,945,538    $  5,955,151    $  7,008,299   $ 8,056,975    $  4,932,964
                                                ============    ============    ============  ============    ============
 Distributions per weighted average
       limited partner units                    $       8.00    $       8.00    $       9.38  $      10.75    $       9.82
                                                ============    ============    ============  ============    ============
 Distributions to the General Partner           $     60,058    $     60,155    $     70,347  $     81,384    $     49,845
                                                ============    ============    ============  ============    ============


                                                                               December 31,
                                                                               ------------
                                                    2005            2004           2003            2002           2001
                                                    ----            ----           ----            ----           ----
 Total assets                                   $ 91,960,247    $119,147,022    $180,747,120  $189,408,747    $143,918,696
                                                ============    ============    ============  ============    ===========
 Notes payable                                  $ 63,746,059    $ 86,305,022    $134,938,722  $133,631,339    $ 79,752,204
                                                ============    ============    ============  ============    ============

 Partners' equity                               $ 26,937,141    $ 29,597,291    $ 40,363,969  $ 52,820,395    $ 61,212,600
                                                ============    ============    ============  ============    ============

</TABLE>

(a)  In 2005 we sold one of our leases which resulted in a gain of approximately
     $4,527,000 or approximately $6.09 per limited partnership unit.

                                       11
<PAGE>
Item  7.General  Partner's  Discussion  and Analysis of Financial  Condition and
Results of Operations

     Our General  Partner's  Discussion and Analysis of Financial  Condition and
Results of Operations contains forward-looking statements.  These statements are
based on current  expectations  and  assumptions  that are  subject to risks and
uncertainties.  Actual  results  could  differ  materially  because  of  factors
discussed in "Part I.  Forward-Looking  Statements"  and "Item 1A. Risk Factors"
located elsewhere in this Annual Report on Form 10-K.

     Overview

     We are an equipment  leasing fund  business  formed on February 7, 2000. We
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 financed,  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.

     Lease and Other Significant Transactions

     During the years ended December 31, 2005,  2004 and 2003, we engaged in the
following equipment leasing and other significant transactions:

     Assignment of Interests in ICON Cheyenne LLC

     On December  23, 2005 we acquired  from ICON Cash Flow  Partners  L.P.  Six
("L.P.  Six") its entire interest of 1.0% in ICON Cheyenne LLC ("ICON Cheyenne")
for  approximately  $4,800 thereby  increasing our ownership in ICON Cheyenne to
97.73% from 96.73% which we previously  acquired in September  2004. This amount
represented  L.P.  Six's fair value in ICON Cheyenne at December 23, 2005.  Fair
value was determined  using discounted cash flow projections for ICON Cheyenne's
portfolio.

     On September 23, 2004, we acquired from ICON Cash Flow Partners L.P.  Seven
("L.P. Seven") a 9.04% ownership interest in ICON Cheyenne.  This assignment was
made in order for L.P. Seven to repay its outstanding debt obligation pursuant a
contribution  agreement  that we  entered  into with some of our  affiliates  in
connection with the line of credit agreement we had with Comerica Bank.

     Sale of Flight Simulator

     On March 23, 2001 we acquired a 100%  interest,  for cash and  non-recourse
debt, in one flight simulator on lease to British  Aerospace,  Inc. ("BAE") with
an expiration date of March 27, 2006. The non-recourse  debt was fully repaid on
March 27, 2005.  On October 31, 2005,  we sold this leased  equipment to a third
party for $8,000,000 in cash. We recognized a gain of  approximately  $4,500,000
on the sale of this equipment.

                                       12
<PAGE>

     Rowan Cash Flow

     On February 23, 2005,  L.P. Seven assigned to us 2.69% of its rights to the
profits,  losses,  and cash flows from its  limited  partnership  interest in an
entity  that owns a 100%  interest  in a mobile  offshore  drilling  rig that is
subject to lease with Rowan Companies, Inc. L.P. Seven assigned the rights to us
as repayment of its $672,992 outstanding debt obligation pursuant a contribution
agreement  that we entered into with some of our  affiliates in connection  with
the  line of  credit  agreement  we had  with  Comerica  Bank.  This  assignment
increased our rights to the profits,  losses,  and cash flows from L.P.  Seven's
limited  partnership  interest from 3.24%, which were assigned to us in November
2004, to 5.93%. The repayment 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.

     On November 24, 2004,  L.P. Seven assigned to us 3.24% of its rights to the
profits,  losses,  and cash flows from its  limited  partnership  interest in an
entity  that owns a 100%  interest  in a mobile  offshore  drilling  rig that is
subject to lease with Rowan Companies, Inc. L.P. Seven assigned the rights to us
as repayment of its $810,000 outstanding debt obligation pursuant a contribution
agreement  that we entered into with some of our  affiliates in connection  with
the line of credit  agreement we had with Comerica  Bank.  The repayment  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.

     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").  Following the exchange, we have a 74.87% ownership interest in SPK 2023
and have no ownership interest in Kenilworth.

     Sale of Petsmart Equipment

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

     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.

     McDonnell Douglas DC10-30F Aircraft

     During 2003 we along with 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.  We have a 90% ownership interest in this joint venture. At December
31, 2005, our General Partner  determined based upon an independent  third party
appraisal that the estimated  salvage value was less than the appraised value. A
decision was made to record an impairment loss for  approximately  $3,626,000 to
more closely approximate the current fair market value of the equipment.

                                       13
<PAGE>

     Cathay Pacific Aircraft

     We have a 100% interest in one Airbus A340-313X aircraft and a 50% interest
in a second Airbus A340-313X  aircraft on lease to Cathay. The original lease on
the first  aircraft  was due to expire on March 14,  2006 and has been  extended
until October 1, 2011. In connection with the lease extension, we refinanced the
non-recourse debt that was incurred when we acquired the aircraft. Approximately
$52,850,000  in  non-recourse  debt  was due to be  repaid  on March  14,  2006.
Pursuant to the terms of the new loan agreement,  the lender agreed to refinance
the entire amount of the  non-recourse  debt outstanding and extend the terms of
the repayment of the non-recourse debt to October 1, 2011. The original lease on
the second  aircraft  was due to expire on March 27, 2006 and has been  extended
until July 1, 2011. In connection  with the lease  extension,  we refinanced the
non-recourse  debt that was incurred when we acquired the aircraft.  Pursuant to
the terms of the new loan agreement, we refinanced approximately  $52,850,000 of
the  non-recourse  debt  outstanding  and extended the terms of the repayment to
July 1, 2011.

     Current Business Environment and Outlook

     The  United  States  economy  appears  to be  recovering,  and the  leasing
industry's outlook for the foreseeable future is encouraging.  The November 2005
Economic Vital Signs Report by the United States Joint Economic Committee stated
that  fears  stemming  from the  economic  impact of natural  disasters  appears
unfounded,  that gross domestic product ("GDP")  increased 3.8% during the third
quarter 2005. As conditions for capital investment remain favorable and indicate
continued  growth,  we anticipate that capital  spending by corporations  should
continue to increase in 2006.  Increased capital spending may increase available
leases thereby creating more opportunities in the leasing market. We believe the
leasing industry's outlook for the foreseeable future is encouraging.

     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.

     New Accounting Pronouncements

     On June 1, 2005 the Financial  Accounting  Standards Board 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  for fiscal
years  beginning  after December 15, 2005. 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.  We do not  expect  the  adoption  of SFAS 154 to have an
impact on our financial position or results of operations.

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

                                       14
<PAGE>

     Critical Accounting Policies

     An  appreciation  of our  critical  accounting  policies  is  necessary  to
understand our financial results. These policies may require our 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 expect to lease to third parties will be classified either
as a finance lease or an operating  lease,  which will be determined  based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the 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, 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 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  and  lease  transaction.  As  part  of  its  process  it
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.

     Asset Impairments

     The significant assets in our asset portfolio are periodically reviewed, at
least annually,  by our General Partner,  to determine whether events or changes
in  circumstances  indicate  that the  carrying  value  of an  asset  may not be
recoverable.   Our  General  Partner  uses  independent  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 future
cash inflows  expected to be generated by an asset less the future 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 our 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 note payable where the
lessee remits their rental payments directly to the lender and we do not recover
our residual position until the non-recourse note payable is repaid in full.

                                       15
<PAGE>

     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  salvage value.  The estimated
salvage  value  is  our  estimate  of  the  value  of  the  equipment  at  lease
termination.  The estimated  residual value is reviewed  annually by our General
Partner to determine whether an impairment  charge may be required.  Our General
Partner  uses  independent  qualified  third party  appraisers  to assist in the
review process.  Depreciation  expense is recorded  ratably over the term of the
related lease.

Results of  Operations  for the Years Ended  December 31, 2005 ("2005") and 2004
("2004")

     We are currently in our  reinvestment  period and  anticipate  entering our
liquidation  period during October 2006,  unless our General Partner extends the
reinvestment period, which it may do, at its discretion, for up to an additional
three years.  While in the  reinvestment  period,  we will  continue to look for
equipment leases to purchase, either with cash or with a combination of cash and
financing. As such, we expect our revenue will fluctuate due to our selling some
equipment leases while purchasing other equipment leases. We also expect to have
gains and losses from the sales of equipment during this time period. As for our
expenses,  we anticipate  interest  expense to decrease as our outstanding  debt
decreases. If we enter into an equipment lease where we finance a portion of the
purchase price then interest expense will increase.

     Once we enter  our  liquidation  period,  we will  sell our  assets  in the
ordinary  course of business.  As we begin to sell our assets both rental income
and  finance  income will  decrease  over time as will  expenses  related to our
assets such as  depreciation  expense.  Additionally,  interest  expense  should
decrease as we reach the expiration of leases that were financed and the debt is
repaid to the lender.  As leased equipment is sold we will experience both gains
and losses on these sales.

         Revenue for 2005 and 2004 are summarized as follows:

<TABLE>
<CAPTION>


                                                                         Years Ended December 31,
                                                                         ------------------------
                                                                     2005             2004        Change
                                                                     ----             ----        ------
<S>                                                             <C>             <C>           <C>
 Total revenue                                                  $ 25,926,526    $ 21,591,797  $ 4,334,729
                                                                ============    ============  ===========

 Rental income                                                  $ 19,426,643    $ 19,602,860  $  (176,217)
 Finance income                                                 $    563,439    $  1,134,039  $  (570,600)
 Net gain on sales of equipment and residual values             $  4,827,527    $    293,932  $ 4,533,595
 Income from investments in joint ventures                      $    515,832    $    425,833  $    89,949
 Interest and other income                                      $    593,085    $    135,083  $   458,002

</TABLE>

     Total revenue for 2005  increased by $4,334,729,  or 20.1%,  as compared to
2004 which was primarily attributable to an increase in our net gain on sales of
equipment  and  residual  values  offset by a decrease  in finance  income.  The
increase in net gain on sales of equipment and residual values was due primarily
to a  $4,482,512  gain on sale of  equipment  on lease to BAE which  occurred on
October  31,  2005.  The  decrease  in  finance  income was  primarily  from the
termination of equipment leased to Petsmart which was sold in February 2005.

                                       16
<PAGE>

         Expenses for 2005 and 2004 are summarized as follows:

<TABLE>
<CAPTION>

                                                                         Years Ended December 31,
                                                                         ------------------------
                                                                     2005             2004         Change
                                                                     ----             ----         ------
<S>                                                             <C>               <C>         <C>
 Total expenses                                                 $ 22,557,941    $ 26,200,803  $(3,642,862)
                                                                ============    ============= ============

 Depreciation and amortization                                  $ 12,573,850    $ 14,749,143  $ (2,175,293)
 Interest                                                       $  4,285,629    $  5,688,282  $ (1,402,653)
 Management fees - General Partner                              $  1,311,990    $  1,500,347  $   (188,357)
 Administrative expense reimbursement - General Partner         $    515,934    $    862,030  $   (346,096)
 Aircraft maintenance                                           $        -      $    171,180  $   (171,180)
 General and administrative                                     $    543,819    $  1,188,050  $   (644,231)
 Bad debt (reversal) expense                                    $   (411,742)   $    411,742  $   (823,484)
 Impairment loss                                                $  3,855,316    $  1,801,788  $  2,053,528
 Minority interest                                              $   (116,855)   $   (171,759) $     54,904

</TABLE>


     Total  expenses for 2005  decreased by $3,642,862 or 13.9%,  over 2004. The
decrease  was  generally  due to a decrease  in all  expenses.  The  decrease in
depreciation and amortization,  interest and aircraft  maintenance expense was a
result of the sale of  equipment  in (i) ICON  Cheyenne  and (ii) ICON  Aircraft
24846,  during  2004.  The  decrease in  management  fees - General  Partner and
administrative  expense  reimbursements  -  General  Partner  was  due to  lease
terminations  in 2004 that  reduced  our  General  Partner's  time  spend on our
activities  during  2005.  During  2005 we incurred  an  impairment  loss on our
optical/digital  equipment on lease to K-Mart of  approximately  $229,000 due to
recent technological developments in this industry and we recorded an impairment
to ICON Aircraft 47820 of approximately  $3,626,000 to more closely  approximate
the  current  fair  market  value of the  equipment.  During  2004 we recorded a
one-time  impairment  loss to ICON  Aircraft  24846  based  on an  appraisal  we
received for the aircraft in 2004.  The decrease in our bad debt expense was due
to a  one-time  bad debt  expense  we  recorded  in 2004  related  to one K-Mart
equipment  lease  schedule that K-Mart had been  attempting to reject as part of
its bankruptcy proceeding.

     Net Income (Loss)

     As a result of the foregoing factors, net income for 2005 was $3,368,585 as
compared  to a net loss for 2004 of  $(4,609,006).  The net income per  weighted
average number of limited  partnership  units  outstanding for 2005 was $4.49 as
compared to a net loss per weighted average number of limited  partnership units
outstanding for 2004 of $(6.13).

                                       17
<PAGE>

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 gain on sales of equipment and residual values             $    293,932    $    798,490  $   (504,558)
 Income from investments in joint ventures                      $    430,029    $    341,992  $     88,037
 Interest and other income                                      $    130,937    $     30,857  $    100,080

</TABLE>


     Total revenue for 2004  decreased by $3,558,290,  or 14.1%,  as compared to
2003.  The decrease in revenue was 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 net gain on sales of
equipment and residual  values was due  primarily to a greater  number of leases
being  terminated  in ICON  Cheyenne  in 2004 at  losses  as  compared  to 2003.
Partially  offsetting  this  decrease  in net  gain on sales  of  equipment  and
residual values was a gain from the sale of the WH Smith and Summit portfolio of
residuals in 2004.

         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 and amortization                                  $ 14,749,143    $ 17,125,741  $ (2,376,598)
 Interest                                                       $  5,688,282    $  7,486,199  $ (1,797,917)
 Management fees - General Partner                              $  1,500,347    $  2,008,870  $   (508,523)
 Administrative expense reimbursement - 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)
 Bad debt (reversal) expense                                    $    411,742    $        -    $    411,742
 Impairment loss                                                $  1,801,788    $    900,000  $    901,788
 Minority interest                                              $   (171,759)   $   (149,561) $    (22,198)


</TABLE>

     Total expenses for 2004 decreased by $4,130,493,  or 13.6%,  over 2003. The
overall  decrease in expenses was 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  termination  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
in our portfolio of K-Mart  leases due to ongoing  legal  problems with this one
K-Mart lease.

                                       18
<PAGE>

     Net Loss

     As a result of the foregoing  factors,  net loss for 2004 was $4,609,006 as
compared to a net loss for 2003 of $5,181,209. The net loss per weighted average
number of limited partnership units outstanding in 2004 was $6.13 as compared to
net loss per weighted average number of limited partnership units outstanding in
2003 of $6.86

     Liquidity and Capital Resources

     Sources and Uses of Cash

     At December 31, 2005 and 2004 we had cash and cash  equivalents of $848,665
and  $1,249,480,  respectively.  Historically,  our main  source of cash is from
investing  and  financing  activities.  Our main  use of cash is from  financing
activities and cash distributions to our partners.

     During 2005 and 2004 we received  approximately  $9,511,000 and $5,657,000,
respectively,  from the sales of equipment and residual values.  Additionally in
2004,  we received cash  distributions  from our joint  ventures  during 2004 of
approximately  $925,000.  During  2005  and  2004 we  also  received  cash  from
financing activities of approximately  $3,560,000 and $1,920,000,  respectively,
from our recourse borrowings.

     During 2005 and 2004 we made cash payments to our partners of approximately
$6,006,000  and  $6,015,000,  respectively.  Cash  payments  used to  repay  our
recourse  borrowings  for  2005  and  2004  were  approximately  $6,785,000  and
$695,000,  respectively.  We used cash for investing  activities during 2005 and
2004.  During  2005  and 2004 we used  cash to pay  distributions  to our  joint
ventures of approximately  $350,000 and $660,000,  respectively.  During 2005 we
paid approximately $673,000 to affiliates as advances.

     Financings and Borrowings

     We have  non-recourse debt obligations which are being paid directly to the
lenders by the lessees and accrue interest at rates ranging from 4.035% per year
to 9.489% per year. The outstanding balance of our non-recourse debt at December
31, 2005 and 2004 was $63,746,059 and $83,080,022, respectively. During the year
ended  December 31, 2004 we retired  $34,491,692 of  non-recourse  notes payable
related to the sale of a Boeing 767-300ER aircraft.

     On August 31,  2005,  we, along with  certain of our  affiliates  (entities
sponsored and  organized by our General  Partner),  ICON Income Fund Nine,  LLC,
ICON Income Fund Ten,  LLC, and ICON Leasing  Fund Eleven,  LLC ("Fund  Eleven")
(collectively,  the  "Borrowers")  entered into a Commercial Loan Agreement (the
"Loan  Agreement"),  with  California  Bank & Trust  (the  "Lender").  The  Loan
Agreement provides for a revolving line of credit of up to $17,000,000  pursuant
to a senior secured revolving loan facility (the "Facility") which is secured by
all assets of the Borrowers not subject to a first  priority lien, as defined in
the Loan  Agreement.  Each of the Borrowers is jointly and severally  liable for
all amounts  borrowed under the Facility.  Amounts  available under the Facility
are  subject  to a  borrowing  base  that  is  determined,  subject  to  certain
limitations,  on the present value of the future receivables under certain lease
agreements in which the Borrowers have a beneficial interest.  The interest rate
on any advances  made under the  Facility is the Lender's  prime rate plus 0.25%
per year (which was 7.5% at December  31,  2005).  In  accordance  with the Loan
Agreement,  the Borrowers may elect to have up to five separate  advances  under
the Facility each made at the rate at which United States dollar deposits can be
acquired by the Lender in the London Interbank  Eurocurrency  Market, plus 2.75%
per year.  The  Facility  expires  on August  31,  2007  unless  renewed  by the
Borrowers for an additional one year term, in the sole discretion of the Lender.

     In  accordance  with the terms and  conditions of the Loan  Agreement,  the
Borrowers are required to comply with certain financial covenants,  including, a
minimum debt coverage ratio, a tangible net worth covenant, a leverage ratio and
a minimum  liquidity  covenant.  The  Borrowers  are in  compliance  with  these
covenants at December 31, 2005. The Loan Agreement  prohibits the Borrowers from
declaring or paying any  distribution to investors if such a payment would cause
the Borrowers to become  non-compliant with the financial  covenants in the Loan
Agreement.

                                       19
<PAGE>

     In addition,  on August 31, 2005, the Borrowers entered into a Contribution
Agreement (the "Contribution  Agreement") pursuant to which the Borrowers agreed
to certain restrictions on the amounts and terms of their respective  borrowings
under the Facility in order to minimize the risk that a Borrower would be unable
to repay its portion of the  outstanding  obligations  under the Facility at any
time. These restrictions include, but are not limited to, 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 Loan  Agreement,  as applied to such 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 Contribution Agreement in
excess of its share of the total  obligations  under the  Facility,  whether  by
reason of an event of default or otherwise, the other Borrowers will immediately
make a  contribution  payment  to such  Borrower  and in such  amount  that  the
aggregate  amount paid by each  Borrower  reflects  its  allocable  share of the
aggregate  obligations  under the Facility.  The Borrowers'  obligations to each
other under the Contribution  Agreement are collateralized by a subordinate lien
on the assets of each Borrower.

     Under  the terms of the Loan  Agreement,  the  Borrowers  are  required  to
maintain a cash  reserve  with the Lender  representing  20% of all  outstanding
advances  plus all pending  advances.  Fund Eleven has  established  an interest
bearing  cash account  with the Lender  totaling  $909,185 at December 31, 2005,
which satisfies the Lenders cash reserve requirement for all the Borrowers.

     On September 7, 2005, certain of the Borrowers were advanced  approximately
$10,200,000 under the Facility, which amount was used to completely repay all of
the  outstanding  indebtedness  owed  by  certain  of the  Borrowers  and  their
affiliates under a prior revolving credit facility.

     Aggregate  borrowings  by all  Borrowers  under the  Facility  amounted  to
$4,545,927  at December 31,  2005.  We currently  have no  borrowings  under the
Facility.

     Our  General  Partner  believes  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.  However,  our ability to
generate  cash  in  the  future  is  subject  to  general  economic,  financial,
competitive, regulatory and other factors that affect our lessee's business that
are beyond our control. See "Item 1A. Risk Factors."

     Distributions

     We pay monthly  distributions  to our limited  partners  beginning with the
first month after the limited partners' admission through the termination of the
reinvestment  period,  which we  anticipate  will be October 16,  2006.  We paid
distributions  to our limited  partners  for the years ended  December 31, 2005,
2004 and 2003 of $5,945,538,  $5,955,151 and $7,008,299,  respectively.  We paid
distributions to General Partner for the years ended December 31, 2005, 2004 and
2003 of $60,058, $60,155 and $70,347, respectively.

                                       20
<PAGE>

     Contractual Obligations and Commitments

     At December 31, 2005 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. We are a party to a revolving
line of credit as discussed in the financing and borrowings  section  above.  We
have  no  borrowings  under  this  Facility  at  December  31,  2005.  Principal
maturities  of our  non-recourse  debt consist of the  following at December 31,
2005:

<TABLE>
<CAPTION>
                                    Less Than 1      1 - 3         3 - 5     More Than 5
                        Total          Year           Years         Years        Years
                        -----          ----           -----         -----        -----

<S>                 <C>             <C>            <C>             <C>        <C>
 Non-recourse debt  $ 63,746,059    $60,861,206    $  2,884,853    $     -    $     -
                    =============  =============   ============    ========    =======
</TABLE>

     We have a commitment  in regards to our 100% owned  Cathay  aircraft to pay
50% of the maintenance  overhaul costs, which were incurred on or prior to March
14,  2006.  The  total  estimated  costs  for this  overhaul  are  approximately
$1,750,000.  At December 31, 2005, we have a maintenance reserve cash account of
$1,449,025 to pay for these costs when  incurred,  which account has been funded
in accordance  with the terms of the lease.  Any excess cash remaining after the
maintenance overhaul is performed will be used to pay down the principal balance
of the related non-recourse debt.

    Off-Balance Sheet Transactions

         None.

     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  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.

     To hedge our variable  interest rate risk, we generally enter into interest
rate swap  contracts  that will  effectively  convert  the  underlying  floating
interest rates to a fixed interest rate. In general,  these swap agreements will
reduce our interest rate risk associated with variable interest rate borrowings.
However,  we will be exposed  to and  manage  credit  risk  associated  with the
counterparty to the swap agreement by dealing only with institutions our General
Partner considers financially sound.

                                       21
<PAGE>

Item 8.  Consolidated Financial Statements

     Index to Financial Statements
                                                                        Page
     Report of Independent Registered Public Accounting Firm             23

     Consolidated Balance Sheets at December 31, 2005 and 2004           24

     Consolidated Statements of Operations for the Years Ended
       December 31, 2005, 2004 and 2003                                  26

     Consolidated Statement of Changes in Partners' Equity for the
       Years Ended December 31, 2003, 2004 and 2005                      27

     Consolidated Statements of Cash Flows for the Years Ended
       December 31, 2005, 2004 and 2003                                  28

     Notes to Consolidated Financial Statements                          30

     Schedule II - Valuation and Qualifying Accounts                     S-1


                                       22
<PAGE>

The Partners
ICON Income Fund Eight B L.P.


             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,  2005  and  2004  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,  2005.  Our audits also  included  the
financial  statement schedule listed in the index at Item 15(a)(2) of Form 10-K.
These consolidated  financial  statements and schedule are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these consolidated financial statements and schedule 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.  The Partnership is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audit included  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 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, 2005 and 2004,  and the
results of their  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.  Also, in our opinion,  the
related financial statement  schedule,  when considered in relation to the basic
consolidated  financial  statements  taken as a whole,  presents  fairly  in all
material respects the information set forth therein.

/s/ Hays & Company, LLP

March 22, 2006
New York, New York

                                       23
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                           Consolidated Balance Sheets
                                  December 31,


                                     ASSETS

                                                    2005            2004
                                                    -----           ----
 Cash and cash equivalents                      $    848,665    $  1,249,480
                                                ------------    ------------

 Investments in finance leases:
      Minimum rents receivable                     2,486,536      10,440,930
      Estimated unguaranteed residual values         677,390       1,227,902
      Initial direct costs, net                        8,347          74,841
      Unearned income                               (132,337)       (840,885)
      Allowance for doubtful accounts                      -        (411,742)
                                                -------------   ------------

         Net investments in finance leases         3,039,936      10,491,046
                                                ------------    -----------

 Investments in operating leases:
      Equipment, at cost                         118,154,977     138,085,569
      Accumulated depreciation                   (41,174,571)    (39,597,336)
                                                ------------    ------------

         Net investments in operating leases      76,980,406      98,488,233
                                                ------------    -----------

 Investments in joint ventures                     5,002,985       4,498,848
 Due from General Partner and affiliates              92,836          14,071
 Investment in option, at cost                     2,100,000       2,100,000
 Other assets, net                                 3,895,419       2,305,344
                                                ------------    ------------

         Total assets                           $ 91,960,247    $119,147,022
                                                ============    ============

See accompanying notes to consolidated financial statements.

                                       24
<PAGE>


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


                        LIABILITIES AND PARTNERS' EQUITY

<TABLE>
<CAPTION>


                                                                     2005             2004
                                                                     ----             ----
<S>                                                             <C>             <C>
 Notes payable - non-recourse                                   $ 63,746,059    $ 83,080,022
 Notes payable - recourse                                                 -        3,225,000
 Due to General Partner and affiliates                                    -          169,543
 Deferred rental income                                              497,303       1,036,168
 Equipment sales advances                                                 -           72,600
 Security deposits and other liabilities                             426,263       1,145,673
 Minority interest                                                   353,481         820,725
                                                                ------------    ------------

      Total liabilities                                           65,023,106      89,549,731
                                                                ------------    ------------

 Commitments and contingencies

 Partners' equity:
      General Partner                                               (380,487)       (354,117)
      Limited Partners: 742,830 and 743,279 units
         outstanding, $100 per unit original issue price          27,317,628      29,951,408
                                                                ------------    ------------

      Total partners' equity                                      26,937,141      29,597,291
                                                                ------------    ------------

      Total liabilities and partners' equity                    $ 91,960,247    $119,147,022
                                                                ============    ============

</TABLE>

See accompanying notes to consolidated financial statements.

                                       25
<PAGE>


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


<TABLE>
<CAPTION>

                                                                  2005             2004             2003
                                                                  -----            -----           ----
 Revenue:
<S>                                                             <C>             <C>           <C>
      Rental income                                             $ 19,426,643    $ 19,602,860  $ 21,965,472
      Finance income                                                 563,439       1,134,039     2,013,276
      Income from investments in joint ventures                      515,832         425,883       341,992
      Net gain on sales of equipment and residual values           4,827,527         293,932       798,490
      Interest and other income                                      593,085         135,083        30,857
                                                                ------------    ------------  ------------

         Total revenue                                            25,926,526      21,591,797    25,150,087
                                                                ------------    ------------  ------------

 Expenses:
      Depreciation and amortization                               12,573,850      14,749,143    17,125,741
      Interest                                                     4,285,629       5,688,282     7,486,199
      Management fees - General Partner                            1,311,990       1,500,347     2,008,870
      Administrative expense reimbursements - General Partner        515,934         862,030       936,605
      Aircraft maintenance                                                 -         171,180       745,872
      General and administrative                                     543,819       1,188,050     1,277,570
      Bad debt (reversal) expense                                   (411,742)        411,742            -
      Impairment loss                                              3,855,316       1,801,788       900,000
      Minority interest                                             (116,855)       (171,759)     (149,561)
                                                                ------------    ------------  ------------

         Total expenses                                           22,557,941      26,200,803    30,331,296
                                                                ------------    ------------  -----------

 Net income (loss)                                              $  3,368,585    $ (4,609,006) $ (5,181,209)
                                                                ============    ============  ============

 Net income (loss) allocable to:
      Limited Partners                                          $  3,334,899    $ (4,562,916) $ (5,129,397)
      General Partner                                                 33,686         (46,090)      (51,812)
                                                                ------------    ------------- ------------

                                                                $   3,368,585   $ (4,609,006) $ (5,181,209)
                                                                =============   ============  ============

 Weighted average number of limited
      partnership units outstanding                                   743,161        744,463       747,189
                                                                =============   ============  ============

 Net income (loss) per weighted average
      limited partnership unit                                  $       4.49    $      (6.13) $      (6.86)
                                                                ============    ============  ============

</TABLE>


See accompanying notes to consolidated financial statements.

                                       26
<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
              Consolidated Statement of Changes in Partners' Equity
                  Years Ended December 31, 2003, 2004 and 2005



<TABLE>
<CAPTION>
                                              Limited Partners                                    Total
                                                   Units          Limited         General        Partners'
                                               Outstanding       Partners        Partner          Equity
                                               -----------       --------        -------          ------

<S>                                             <C>             <C>             <C>           <C>
Balance, January 1, 2003                             748,445    $ 52,946,108    $   (125,713) $ 52,820,395
      Limited partnership units redeemed              (2,954)       (196,571)           -         (196,571)
      Cash distributions to partners                     -        (7,008,299)        (70,347)   (7,078,646)
      Net loss                                           -        (5,129,397)        (51,812)   (5,181,209)
                                                ------------    ------------    ------------  -------------

 Balance, December 31, 2003                          745,491      40,611,841        (247,872)   40,363,969
      Limited partnership units redeemed              (2,212)       (142,366)           -         (142,366)
      Cash distributions to partners                     -        (5,955,151)        (60,155)   (6,015,306)
      Net loss                                           -        (4,562,916)        (46,090)   (4,609,006)
                                                ------------    ------------    ------------  ------------

 Balance, December 31, 2004                          743,279      29,951,408        (354,117)   29,597,291
      Limited partnership units redeemed                (449)        (23,139)             -        (23,139)
      Cash distributions to partners                     -        (5,945,540)        (60,056)   (6,005,596)
      Net income                                         -         3,334,899          33,686     3,368,585
                                                ------------    ------------    ------------  ------------

 Balance, December 31, 2005                          742,830    $ 27,317,628    $   (380,487)  $ 26,937,141
                                                ============    ============    ============= ============

</TABLE>


See accompanying notes to consolidated financial statements.

                                       27
<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Cash Flows
                  Years Ended December 31, 2005, 2004 and 2003


<TABLE>
<CAPTION>


 Increase (decrease) in cash and cash equivalents                                    2005           2004           2003
                                                                                     -----          -----          ----
 Cash flows from operating activities
<S>                                                                              <C>          <C>             <C>
      Net income (loss)                                                          $ 3,368,585  $ (4,609,006)   $ (5,181,209)
       Adjustments to reconcile net income (loss) to net cash provided by (used
         in) operating activities:
            Rental income paid directly to lenders by lessees                    (17,076,952)  (18,082,778)    (20,680,057)
            Interest expense on non-recourse financing
               paid directly to lenders by lessees                                 3,757,058     4,956,594       5,987,533
            Depreciation and amortization                                         12,573,850    14,749,143      17,125,741
            Finance income paid directly to lenders by lessees                      (414,389)     (799,636)     (1,087,564)
            Net gain on sales of equipment and residual values                    (4,827,527)     (293,932)        (798,490)
            Income from investments in joint ventures                               (515,832)     (425,883)       (341,992)
            Bad debt expense (reversal)                                             (411,742)      411,742              -
            Impairment loss                                                        3,855,316     1,801,788         900,000
            Minority interest                                                       (116,855)     (171,759)       (149,561)
      Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables                          732,028     1,589,028       1,853,879
         Due to/from General Partner and affiliates                                 (248,308)      224,439        (289,602)
         Other assets                                                               (128,620)     (287,477)        165,400
         Deferred rental income                                                      237,343       378,328         175,090
         Security deposits and other liabilities                                    (346,392)     (231,350)        513,964
                                                                                ------------  ------------    -----------

 Net cash provided by (used in) operating activities                                 437,563      (790,759)     (1,806,868)
                                                                                ------------  ------------    ------------

 Cash flows from investing activities:
      Proceeds from sales of equipment and residual values                         9,438,738     6,004,595       6,291,597
      Equipment sales advances received                                                   -         12,600       1,361,506
      Cash investment in operating leases                                                 -            -        (3,076,564)
      Loans and advances to affiliates                                              (672,992)   (1,014,384)            -
      Distributions to minority interest in  joint venture                          (350,389)     (660,232)       (288,269)
      Cash investment in joint venture                                                    -        (5,616)             -
      Distributions received from joint ventures                                          -        925,111       1,245,127
                                                                                ------------  ------------    ------------
 Net cash provided by investing activities                                         8,415,357     5,262,074       5,533,397
                                                                                ------------  ------------    ------------
 Cash flows from financing activities:
      Cash distributions to partners                                              (6,005,596)   (6,015,306)    (7,078,646)
      Proceeds from recourse borrowings                                            4,160,000     1,920,000      2,000,000
      Payment of recourse borrowings                                              (7,385,000)     (695,000)      (400,000)
      Payment of non-recourse borrowings                                                 -         (73,046)     (5,179,053)
      Minority interest contribution, net                                                -          23,080         389,518
      Redemption of limited partnership units                                        (23,139)     (142,366)       (196,571)
                                                                                ------------  ------------    ------------
 Net cash used in financing activities
                                                                                  (9,253,735)   (4,982,638)    (10,464,752)
                                                                                ------------  ------------    ------------
 Net decrease in cash and cash equivalents                                          (400,815)     (511,323)     (6,738,223)

Cash and cash equivalents, beginning of the year                                   1,249,480     1,760,803       8,499,026
                                                                                ------------  ------------    ------------
Cash and cash equivalents, end of the year                                      $    848,665  $  1,249,480    $  1,760,803
                                                                                ============  ============    ============
</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, 2005, 2004 and 2003


<TABLE>
<CAPTION>
                                                                                      2005            2004         2003
                                                                                     -----          -----          ----
 Supplemental disclosure of cash flow information:
<S>                                                                             <C>           <C>             <C>
      Cash paid during the year for interest                                   $    779,435  $    731,688    $  1,298,666
                                                                                ============  ============    ============


 Supplemental disclosure of non-cash investing and financing activities:
      Principal and interest paid directly to lenders by lessees                $ 19,692,615  $ 20,323,662    $ 25,312,177
                                                                                ============  ============    =============
      Notes payable non-recourse cancelled with repossession of equipment       $  3,398,406  $ 34,491,692    $        -
                                                                                ============  ============    =============

      Transfer of investment of operating leases, net of accumulated
         depreciation, to equipment held for sale or lease                      $       -     $         -     $ 36,430,179
                                                                                ============  ============    ============

      Non-cash portion of equipment purchased with non-recourse debt            $       -     $         -     $ 24,211,080
                                                                                ============  ============    ============
      Joint venture interests acquired from affiliate in
     exchange for amounts owed, at fair value                                   $    672,992  $  1,014,384    $        -
                                                                                ============  ============    ============

</TABLE>


See accompanying notes to consolidated financial statements.

                                       29
<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(1)    Organization

     ICON Income Fund Eight B L.P. (the "Partnership") was formed on February 7,
2000, as a Delaware limited partnership. The Partnership is primarily engaged in
one business segment,  the business of acquiring equipment subject to lease. The
Partnership will continue until December 31, 2017, unless terminated sooner.

     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 liquidation period,  dispose of
its  investments  and distribute the cash from sales of such  investments to its
partners.

     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,  including but not limited to, 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.

     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 15,816 limited  partnership  units  representing  $1,581,551 of
capital  contributions.  Between June 15, 2000 and October 17,  2001,  the final
closing  date,   734,184   additional   limited   partnership  units  were  sold
representing  $73,418,449 of capital contributions  bringing the total admission
to 750,000  limited  partnership  units  sold  totaling  $75,000,000  of capital
contributions.  From 2001 through 2005, the  Partnership  redeemed 7,170 limited
partnership  units leaving  742,830  limited  partnership  units  outstanding at
December 31, 2005.

     Partners'   capital  accounts  are  increased  for  their  initial  capital
contribution plus their  proportionate  share of earnings and decreased by their
proportionate  share  of  losses  and  distributions.   Profits,   losses,  cash
distributions and liquidation proceeds are allocated 99% to the limited partners
and 1% to the General  Partner  until each  limited  partner has  received  cash
distributions  and  liquidation  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.

                                       30
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(2)    Summary of Significant Accounting Policies - continued

     The Partnership accounts for its interests in minority owned joint ventures
where the  Partnership's  ownership  percentage is greater than 5% and less than
50%, under the equity method of  accounting.  In such cases,  the  Partnership's
original  investments  are  recorded  at cost  and  adjusted  for its  share  of
earnings, losses and distributions.

     Cash and Cash Equivalents

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

     Allowance for Doubtful Accounts

     The Partnership estimates collectibility of receivables by analyzing lessee
concentrations,  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 is
recognized 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 Partnership
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 cash inflows expected to be generated by an asset less
the cash  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.

                                       31
<PAGE>

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

     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 a straight line basis
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.

     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  a  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 year.

     Income Taxes

     No provision  for income taxes has been  recorded  since the  liability for
such  taxes  is  that  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 tax of the partners.

                                       32
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(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. 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 notes payable approximates fair value due to their short-term  maturities and
variable interest rates. The fair value of the Partnership's  non-recourse debt,
estimated based upon the interest rate available from the Partnership's recourse
lender at December 31, 2005, is approximately $69,927,000 at December 31, 2005.

     Use of Estimates

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

     Recent Accounting Pronouncements

     On June 1, 2005 the Financial  Accounting  Standards Board 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  for fiscal
years  beginning  after December 15, 2005. 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 Partnership does not expect the adoption of SFAS 154
to have an impact on its financial position or results of operations.

     The General Partner 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.

                                       33
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(3)    Joint Ventures

     The Partnership and its affiliates, entities also managed and controlled by
the General  Partner,  formed seven 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  members have a
right of first refusal to purchase the equipment, on a pro-rata basis, if any of
the other  members  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  along with 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 16 remain  active at December 31, 2005,  with
various expiration dates through September 2007.

     On December 23, 2005,  L.P. Six sold its 1.0%  interest in ICON Cheyenne to
the Partnership for  approximately  $4,800 thereby  increasing the Partnership's
ownership  interest to 97.73%.  This price was determined by the General Partner
to represent the estimated fair value of L.P. Six's  investment in ICON Cheyenne
using a cash flow analysis of the remaining leases.

     On  September  23,  2004,  L.P.  Seven  assigned a 9.04%  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  pursuant to a
contribution  agreement  that the  Partnership  entered  into  with  some of its
affiliates in connection  with the line of credit  agreement the Partnership had
with  Comerica  Bank.  This  price was  determined  by the  General  Partner  to
represent the estimated fair value of L.P.  Seven's  investment in ICON Cheyenne
determined using a cash flow analysis of the remaining leases.

     At December  31, 2005,  the  Partnership,  L.P.  Seven and Fund Eight A had
ownership interests of 97.73%, 1.27%, and 1.0%, respectively,  in ICON Cheyenne.
The outstanding  balance of the  non-recourse  debt secured by these assets,  at
December 31, 2005, was $6,843.

     ICON Aircraft 47820 LLC

     The  Partnership,  along with 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,  2005,  was
$8,490,773.

                                       34
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(3)    Joint Ventures - continued

     At  December  31,  2005,  the  General  Partner  determined,  based upon an
independent  third party  appraisal  that indicated the aircraft may be impaired
and a slower than  expected  recovery  in the air  transportation  industry,  to
record  an  impairment  loss  for  approximately   $3,626,000  to  more  closely
approximate the adjusted book value to the current fair value of the aircraft.

     ICON SPK 2023-A, LLC

     The  Partnership,  along with 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 13 remain active at December 31, 2005,  with various  lease  expiration
dates through April 2008.

     On December 1, 2004, Fund Nine transferred a 25.87%  ownership  interest in
SPK  2023-A to the  Partnership  in  exchange  for the  Partnership's  entire 5%
ownership interest in ICON/Kenilworth LLC. 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  on  their
knowledge  of current  market  conditions,  discounted  cash flow  analyis and a
recent appraisal received for ICON/Kenilworth LLC.

     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.

     The aircraft was sold on July 29, 2004 and ICON Aircraft 24846 recognized a
loss on the sale of  approximately  $601,800 which was recorded as an impairment
loss in June 2004. 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.

     The  three  joint  ventures  described  below  are  minority  owned  by the
Partnership.

                                       35
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(3)    Joint Ventures - continued

     ICON Aircraft 126, LLC

     The  Partnership  along with 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  Airways  Limited  ("Cathay")  through  March  2006 and has been
extended until July 1, 2011. 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 consolidated financial statements.

     Simultaneously  with the lease extension,  the owner trustee refinanced the
non-recourse  debt associated with the aircraft which was scheduled on March 27,
2006 with a balloon payment of approximately $52,850,000.  Pursuant to the terms
of the new loan  agreement,  the lender agreed to refinance the entire amount of
the non-recourse debt outstanding and extended the terms of the repayment of the
non-recourse debt to 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  account  has been  funded  in
accordance  with the terms of the lease.  Any excess  cash  remaining  after the
maintenance overhaul is performed will be used to pay down the principal balance
of the related non-recourse debt.

     Information as to the financial  position and results of operations of ICON
126 at December  31, 2005 and 2004 and for the years ended  December  31,  2005,
2004 and 2003 are summarized below:

                                                            December 31,
                                                            ------------
                                                        2005            2004
                                                        -----           ----
 Assets                                             $ 62,811,686  $ 66,651,934
                                                    ============  ============
 Liabilities                                        $ 54,140,314  $ 58,885,070
                                                    ============  ============
 Equity                                             $  8,671,372  $  7,766,864
                                                    ============  ============
 Partnership's share of equity                      $  4,335,686  $  3,883,432
                                                    ============  ============


                                                Years Ended December 31,
                                               ------------------------
                                         2005             2004           2003
                                         -----            -----          ----
 Net income                            $  904,508       $ 626,126    $ 406,482
                                       ==========       ==========   =========
 Partnership's share of net income     $  452,254       $ 313,063    $ 203,240
                                       ==========       ==========   =========

     ICON Aircraft 46835, LLC

     The Partnership along with 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 Federal Express Corporation.  The Partnership and
Fund Nine have  ownership  interests  of 15% and 85%,  respectively.  ICON 46835
acquired  the  aircraft  subject  to a 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.

                                       36
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(3)  Joint Ventures - continued

         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.  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.

     As discussed  above, on December 1, 2004, the  Partnership  transferred its
entire 5% ownership interest in Kenilworth to an affiliate, Fund Nine.

(4)    Investments in Finance Leases

     The  Partnership  has an investment in a finance lease 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, 2005 and 2004, Regus was current on its payments under
the revised lease agreement.

     The Partnership also has an investment in finance leases  consisting of 128
Noritsu Optical/Digital photo processing mini-labs subject to lease with K-Mart.
The leases expire on various dates through April 2008.

     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  (the  "Bankruptcy  Court")  seeking  relief under
Chapter 11 of the United States  Bankruptcy Code. The Partnership was the lessor
of  five  lease  schedules   representing  179  Noritsu   Optical/Digital  photo
processing  mini-labs  located at K-Mart retail locations  throughout the United
States.  Although  K-Mart  emerged from Chapter 11 during 2004,  the  Bankruptcy
Court retained jurisdiction over this matter.

     On June 21,  2005,  the  Bankruptcy  Court  officially  rejected one of the
Partnership's  five equipment  leases with K-Mart  consisting of 51 minilabs and
the  equipment was returned to the  Partnership.  Additionally,  the  Bankruptcy
Court awarded the Partnership  approximately  $220,000 for overdue  property tax
payments  previously paid by the Partnership  which was received on July 5, 2005
and is included in interest  and other income on the  accompanying  consolidated
statement of operations for the year ended December 31, 2005.  K-Mart refused to
make the required lease payments to the lender on the one rejected  lease.  This
action put this one lease in default with the lender and the lender subsequently
repossessed the equipment. On June 30 2005, the Partnership removed the rejected
equipment and related  non-recourse  debt from its books and recorded a net gain
on sales of  equipment of  approximately  $44,000.  During 2004 the  Partnership
recorded  an  allowance  for  doubtful  accounts  of  $411,742,  relating to the
rejected lease, which the Partnership reversed during 2005.

                                       37
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(4)    Investments in Finance Leases - continued

     At  December  31,  2005  the  Partnership's  General  Partner  received  an
appraisal   from  an   independent   third  party  on  the   remaining   Noritsu
Optical/Digital  equipment  held by K-Mart,  which was less than its  originally
estimated residual value. The General Partner determined that this equipment was
impaired  at December  31, 2005 and  accordingly,  the  Partnership  recorded an
impairment loss for the year ended December 31, 2005 of  approximately  $229,000
relating to this equipment to more closely  approximate  the equipments  current
fair value.

     At December  31,  2005,  K-Mart was current on its rental  payments for the
four remaining equipment lease schedules.

     Non-cancelable  annual  minumum rents  receivable  amounts due from finance
leases are as follows at December 31, 2005:

   Year Ending
   December 31,
   ------------
       2006             $ 2,350,592
       2007                 135,944
                        -----------

                        $ 2,486,536
                        ===========


(5)    Investments in Operating Leases

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


<TABLE>
<CAPTION>
                                                                        2005            2004
                                                                       -----            ----
<S>                                                                 <C>             <C>
 Aircraft and aircraft related equipment                            $109,780,975    $ 126,639,439
 Material handling, telecommunication, over the road rolling
      stock, manufacturing and computer equipment                      8,374,002       11,446,130
                                                                    ------------    -------------
                                                                     118,154,977      138,085,569

Accumulated depreciation                                             (41,174,571)     (39,597,336)

                                                                    $ 76,980,406    $  98,488,233
                                                                    ============    =============

</TABLE>

     On March 14, 2006,  the  Partnership  entered into a lease  extension  with
Cathay with respect to an Airbus  A340-313X  aircraft  that is 100% owned by the
Partnership.  The original lease with Cathay was due to expire on March 14, 2006
and has been extended until October 1, 2011.

     Simultaneously  with the lease  extension,  the Partnership  refinanced the
non-recourse  debt  associated with the aircraft which was due on March 14, 2006
with a balloon payment of  approximately  $52,850,000.  Pursuant to the terms of
the new loan agreement,  the lender agreed to refinance the entire amount of the
non-recourse debt outstanding and extend the terms to October 1, 2011.

     On March 23, 2001 the  Partnership  acquired a 100% interest,  for cash and
non-recourse debt, in one flight simulator on lease to British  Aerospace,  Inc.
("BAE") with an expiration  date of March 27, 2006.  The  non-recourse  debt was
fully repaid on March 27, 2005. On October 31, 2005, the  Partnership  sold this
leased  equipment  to a third  party for  $8,000,000  in cash.  The  Partnership
recognized a gain of approximately $4,500,000 on the sale of this equipment.

     For the year ended December 31, 2004, the General Partner determined, based
upon an independent  third party  appraisal and an analysis of the  undiscounted
cash flow,  that the net book value for aircraft  engines owned by ICON Cheyenne
exceeded the appraised  value. A decision was made to record an impairment  loss
for  $1,200,000  to more  closely  approximate  the  adjusted  book value to the
current fair value of the aircraft engines.

     For the year ended December 31, 2003, the General Partner determined, based
upon an independent  third party  appraisal and an analysis of the  undiscounted
cash  flow,  that the net book  value  recorded  by ICON  Cheyenne  for  various
equipment  exceeded  the  appraised  value.  A  decision  was made to  record an
impairment loss for $900,000 to more closely approximate the adjusted book value
to the current fair value of the equipment.

                                       38
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004


(5)    Investments in Operating Leases - continued

     Non-cancelable minimum annual rentals due from investments operating leases
are as follows at December 31, 2005,  excluding the effects of the  subsequently
extended aircraft lease described above:

   Year Ending
   December 31,
   ------------
       2006          $ 8,681,171
       2007          $ 3,777,781
       2008          $   328,088


(6)    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 had  expiration  dates through March 2005.
The Partnership has received $320,097, $756,903 and $1,933,003, respectively, in
proceeds from sales of these  interests  for the years ended  December 31, 2005,
2004 and 2003.

(7)    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 and accrued interest was paid in full.

     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. The exercise price at December 31, 2005 was $21,434,830.

(8)    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 9.489% per
annum.  The  outstanding  balances of the notes payable at December 31, 2005 and
2004 were $63,746,059 and $83,080,022, respectively.

                                       39
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(9)    Notes Payable - Non-Recourse

     Principal  maturities of the  Partnership's  notes  payable -  non-recourse
consisted  of  following  at December  31,  2005,  excluding  the effects of the
subsequent refinancing described in Note 5:


    Year Ending
   December 31,
   -------------
       2006              $  60,861,206
       2007                  2,884,853
                         --------------

                         $  63,746,059
                         =============


(9)    Revolving Credit Facility

     On  August  31,  2005,  the  Partnership,  together  with  certain  of  its
affiliates (entities sponsored and organized by the General Partner), Fund Nine,
ICON Income Fund Ten, LLC and ICON Leasing  Fund  Eleven,  LLC ("Fund  Eleven"),
collectively,  the  "Borrowers")  entered into a Commercial  Loan Agreement (the
"Loan  Agreement"),  with  California  Bank & Trust  (the  "Lender").  The  Loan
Agreement provides for a revolving line of credit of up to $17,000,000  pursuant
to a senior secured revolving loan facility (the "Facility") which is secured by
all assets of the Borrowers not subject to a first  priority lien, as defined in
the Loan  Agreement.  Each of the Borrowers is jointly and severally  liable for
all amounts  borrowed under the Facility.  Amounts  available under the Facility
are  subject  to a  borrowing  base  that  is  determined,  subject  to  certain
limitations,  based on the present value of the future receivables under certain
lease agreements in which the Borrowers have a beneficial interest. The interest
rate on any advances  made under the  Facility is the  Lender's  prime rate plus
0.25% per year (which was 7.5% at December 31,  2005).  In  accordance  with the
Loan  Agreement,  the Borrowers  may elect to have up to five separate  advances
under the Facility each made at the rate at which United States dollar  deposits
can be acquired by the Lender in the London Interbank  Eurocurrency Market, plus
2.75% per year.  The Facility  expires on August 31, 2007 unless  renewed by the
Borrowers for an additional one year term, in the sole discretion of the Lender.
The Partnership  paid a loan origination fee of $37,205 which is being amortized
over  the  term  of  the  Facility  and  is  included  in  other  assets  in the
accompanying balance sheet.

     In  accordance  with the terms and  conditions  of the Loan  Agreement  the
Borrowers are required to comply with certain financial covenants,  including, a
minimum debt coverage ratio, a tangible net worth covenant, a leverage ratio and
a minimum  liquidity  covenant.  The  Borrowers  are in  compliance  with  these
covenants at December 31, 2005. The Loan Agreement  prohibits the Borrowers from
declaring or paying any distributions to investors if such a payment would cause
the Borrowers to become  non-compliant with the financial  covenants in the Loan
Agreement.

                                       40
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(9)    Revolving Credit Facility - continued

     In addition,  on August 31, 2005, the Borrowers entered into a Contribution
Agreement (the "Contribution  Agreement") pursuant to which the Borrowers agreed
to certain restrictions on the amounts and terms of their respective  borrowings
under the Facility in order to minimize the risk that a Borrower would be unable
to repay its portion of the  outstanding  obligations  under the Facility at any
time. These restrictions include, but are not limited to, 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 Loan  Agreement,  as applied to such 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 Contribution Agreement in
excess of its share of the total  obligations  under the  Facility,  whether  by
reason of an event of default or otherwise, the other Borrowers will immediately
make a  contribution  payment  to such  Borrower  and in such  amount  that  the
aggregate  amount paid by each  Borrower  reflects  its  allocable  share of the
aggregate  obligations  under the Facility.  The Borrowers'  obligations to each
other under the Contribution  Agreement are collateralized by a subordinate lien
on the assets of each Borrower.

     Under  the terms of the Loan  Agreement,  the  Borrowers  are  required  to
maintain a cash  reserve  with the Lender  representing  20% of all  outstanding
advances  plus all pending  advances.  Fund Eleven has  established  an interest
bearing  cash account  with the Lender  totaling  $909,185 at December 31, 2005,
which satisfies the Lenders cash reserve requirement for all the Borrowers.

     On September 7, 2005, certain of the Borrowers were advanced  approximately
$10,200,000 under the Facility, which amount was used to completely repay all of
the  outstanding  indebtedness  owed  by  certain  of the  Borrowers  and  their
affiliates under a prior revolving credit facility.

     Aggregate  borrowings  by all  Borrowers  under the  Facility  amounted  to
$4,545,927  at December 31, 2005.  The  Partnership  currently has no borrowings
under the Facility.

(10)   Limited Partnership Redemptions

     The General Partner  consented to the Partnership  redeeming 449, 2,212 and
2,954 limited partnership units for the years ended December 31, 2005, 2004, and
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.

(11)   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, through the reinvestment period, of 3%
calculated   based  on  the  gross  value  of  the   Partnership's   acquisition
transactions.  In addition, the General Partner is reimbursed for administrative
expenses incurred in connection with the Partnership's operations.

                                       41
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(11)   Transactions with Related Parties - continued



     The General Partner performs certain services relating to the management of
our equipment leasing activities.  Such services include the collection of lease
payments from the lessees of the  equipment,  re-leasing  services in connection
with equipment  which is off-lease,  inspections of the equipment,  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.

     Administrative  expense  reimbursements  are costs  incurred by the General
Partner and necessary to the Partnership's  operations.  These costs include the
General  Partner's  legal,   accounting,   investor   relations  and  operations
personnel, as well as, professional fees and other costs that are charged to the
Partnership  based upon the  percentage of time such  personnel  dedicate to the
Partnership.  Excluded are salary and related costs,  travel  expenses and other
administrative  costs incurred by individuals with a controlling interest in the
General Partner.

     The General  Partner also has a 1% interest in the  Partnership's  profits,
losses and  distributions.  The Partnership  paid  distributions  to the General
Partner of $60,056,  $60,155 and  $70,347,  respectively,  for each of the three
years ended December 31, 2005.  Additionally,  the General Partner's interest in
the  Partnership's  net income  (loss) was  $33,686,  $(46,090)  and  $(51,812),
respectively, for each of the three years ended December 31, 2005.

     Fees and  other  expenses  charged  to  operations  or  capitalized  by the
Partnership  and paid to the  General  Partner or its  affiliates  for the years
ended December 31, 2005, 2004 and 2003, respectively, were as follows:

                                                Years Ended December 31,
                                                ------------------------
                                              2005        2004         2003
                                              -----       -----        ----
 Acquisition fees (1)                    $      -       $      -     $  736,766
 Management fees (2)                      1,311,990      1,500,347    2,008,870
 Administrative expense reimbursements (2)  515,934        862,030      936,605
                                           --------     ---------    ----------

                                         $1,827,924      2,362,377    3,682,241
                                         ==========     ==========   ==========


     (1) Amount included in the basis of equipment acquired and depreciated over
         the life of the related asset.
     (2) Charged directly to operations.

     The  Partnership  has  a  receivable  due  from  the  General  Partner  and
affiliates of $92,836 at December 31, 2005. The Partnership is owed $88,070 from
Fund Nine for  distributions  and rental payments  received on the Partnership's
behalf,  included  in this  amount is a  receivable  and $4,766 from the General
Partner, for over payment of administrative expenses.

     The  Partnership had a payable in the amount of $169,543 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  owed Fund Nine $92,648 for advances
made during prior years.

(12)   Concentrations

     The  Partnership's  cash and cash  equivalents are held  principally at one
financial  institution and at times may exceed insured  limits.  The Partnership
has placed  these funds in a high quality  institution  in order to minimize the
risk of loss.

                                       42
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(12)   Concentrations - continued

     Concentrations  of credit risk with respect to lessees are dispersed across
the  different  industry  segments  within  the  United  States of  America  and
throughout the world;  accordingly,  the  Partnership is exposed to business and
economic risk. Lease payments are dependent upon the financial  stability of the
segments in which they operate.

     The  Partnership  has  approximately  83%  of  its  assets  and  96% of its
liabilities  concentrated  in the  airline  industry  at  December  31, 2005 and
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, 2005,  the  Partnership  had three lessees
that accounted for  approximately  85% of rental income and finance income.  For
the year ended December 31, 2004, the Partnership had two lessees that accounted
for  approximately  50% of rental income and finance income.  For the year ended
December  31,  2003,  the  Partnership  had  two  lessees  which  accounted  for
approximately 43% of rental income and finance income.

(13)   Commitments and Contingencies

     The  Partnership  has  entered  into   remarketing  and  residual   sharing
agreements with third parties.  In connection with these agreements  remarketing
and residual proceeds received in excess of specific amounts will be shared with
these third parties based on specific formulas.

     The  Partnership  has a  commitment  in regards  to its 100%  owned  Cathay
aircraft to pay 50% of the maintenance overhaul costs, which were incurred on or
prior to March  14,  2006.  The total  estimated  costs  for this  overhaul  are
approximately  $1,750,000. At December 31, 2005, the Partnership has established
a maintenance  reserve cash account of  $1,449,025,  which amount is included in
other assets in the accompanying  consolidated balance sheet and has been funded
in accordance  with the terms of the lease.  Any excess cash remaining after the
maintenance overhaul is performed will be used to pay down the principal balance
of the related non-recourse debt.

     On February 23, 2005, L.P. Seven assigned to the  Partnership  2.69% of its
rights to the  profits,  losses,  and cash  flows from its  limited  partnership
interest in an entity that owns a 100%  interest in a mobile  offshore  drilling
rig that is subject to lease with Rowan Companies,  Inc. L.P. Seven assigned the
rights  to the  Partnership  as  repayment  of  its  $672,992  outstanding  debt
obligation  pursuant a contribution  agreement that the Partnership entered into
with some of its affiliates in connection with the line of credit  agreement the
Partnership had with Comerica Bank. This assignment  increased the Partnership's
rights  to the  profits,  losses,  and cash  flows  from  L.P.  Seven's  limited
partnership  interest  from 3.24%,  which were  assigned to the  Partnership  in
November 2004, to 5.93%. The repayment amount represented L.P. Seven's estimated
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.

     On November 24, 2004, L.P. Seven assigned to the  Partnership  3.24% of its
rights to the  profits,  losses,  and cash  flows from its  limited  partnership
interest in an entity that owns a 100%  interest in a mobile  offshore  drilling
rig that is subject to lease with Rowan Companies,  Inc. L.P. Seven assigned the
rights  to the  Partnership  as  repayment  of  its  $810,000  outstanding  debt
obligation  pursuant a contribution  agreement that the Partnership entered into
with some of its affiliates in connection  with the line of credit  agreement we
had with Comerica Bank. The repayment amount  represented L.P. Seven's estimated
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.

(14) Income Taxes (Unaudited)

     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.

                                       43
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(14)   Income Taxes (Unaudited) - continued

     At December 31, 2005 and 2004, the partners'  capital accounts  included in
the  consolidated  financial  statements  totaled  $26,937,141 and  $29,597,291,
respectively,  compared to the partners' capital accounts for Federal income tax
purposes of $30,710,325 and  $25,395,933,  respectively.  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 income (loss) for financial  statement
reporting  purposes to the net income (loss) for Federal  income tax purposes as
follows:


<TABLE>
<CAPTION>
                                                                        Years Ended December 31,
                                                                         ------------------------
                                                                 2005             2004             2003
                                                                 -----            -----            ----

<S>                                                          <C>                <C>              <C>
 Net income (loss) per consolidated financial statements     $  3,368,585       $  (4,609,006)   $  (5,181,209)


 Differences due to:
      Direct finance leases                                     3,338,435           4,397,303        5,169,677
      Depreciation and impairments                             11,924,358           9,137,941        5,515,307
      Tax loss from consolidated joint venture                (10,028,932)         (8,983,754)     (14,422,624)
      Loss (gain) on sale of equipment                          3,116,920            (185,056)        (267,320)
      Other                                                      (376,239)          2,375,505        1,260,957
                                                             ------------       -------------    -------------

 Net income (loss) for Federal income tax purposes           $ 11,343,127       $   2,132,933    $  (7,925,212)
                                                             ============       =============    =============

</TABLE>

(15) Selected Quarterly Financial Data (Unaudited)

     The following  table is a summary of selected  financial  data, by quarter,
for the years ended December 31, 2005 and 2004:


<TABLE>
<CAPTION>
                                                                         Quarters Ended in 2005
                                                                         ----------------------
                                                      March 31,        June 30,       September 30,    December 31,
                                                      ---------        --------       -------------    -----------
<S>                                                 <C>            <C>                   <C>              <C>
 Revenue                                            $5,614,228     $ 5,534,618           $ 5,638,764      $   9,138,916
                                                    ==========     ===========           ===========      =============

 Net (loss) income allocable to limited partners    $ (228,049)    $   679,266           $   964,836      $   1,918,846
                                                    ==========      ==========           ===========      =============
 Net (loss) income per weighted average
      limited partnership units                     $    (0.31)    $      0.91           $      1.30      $        2.58
                                                    ==========     ===========           ===========      =============

                                                                         Quarters Ended in 2004
                                                                         -----------------------
                                                     March 31,        June 30,          September 30,    December 31,
                                                    ---------        --------           -------------    -----------
 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)          $  (549,485)     $    (203,431)
                                                    ===========    ===========           ===========     ==============
 Net loss per weighted average
      limited partnership units                     $    (3.05)    $     (2.06)          $     (0.74)     $       (0.28)
                                                    ==========     ===========           ===========      =============

</TABLE>

                                       44

<PAGE>

Schedule II

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                        Valuation and Qualifing Accounts

<TABLE>
<CAPTION>

                                                   Balance At       Charged To                             Balance At
                                                    Beginning       Costs And                                 End
                                                    Of Period        Expenses           Deduction          Of Period
                                                    ---------        --------           ---------          ----------
<S>                                                 <C>             <C>               <C>                  <C>
Year ended December 31, 2005
 Allowance for doubtful accounts
 (deducted from investments in finance leases)       $411,742       $     -            $    411,742 (2)    $       -


 Year ended December 31, 2004
 Allowance for doubtful accounts
 (deducted from investments in finance leases)       $     -        $  411,742 (1)     $        -          $ 411,742


 Year ended December 31, 2003
 Allowance for doubtful accounts
 (deducted from investments in finance leases)       $     -        $      -           $         -         $       -

</TABLE>


(1)  Due to K-Mart Corporation  filing for Chapter 11 bankruptcy  protection and
     challenging one of the five of the equipment  leases we recorded a bad debt
     allowance due to the uncertainity of future  collections  regarding the one
     lease in dispute.

(2)  During the year ended  December  31, 2005,  the disputed  lease with K-Mart
     Corportaion was rsolved and removed from our books thereby reducing the bad
     debr allowance set up in 2004.

                                      S-1

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

     During the year ended  December 31, 2005 we had no  disagreements  with our
accountants on any matters of accounting or financial reporting.

Item 9A. Controls and Procedures

     Evaluation of disclosure controls and procedures

     In connection  with the  preparation of this Annual Report on Form 10-K for
the year ended December 31, 2005, as well as the financial statements and Annual
Reports  on Form  10-K for the year  ended  December  31,  2005 for our  General
Partner and our affiliates, our General Partner carried out an evaluation, under
the  supervision  and with the  participation  of the  management of our General
Partner,  including its Chief Executive Officer and the Principal  Financial and
Accounting  Officer,  of the  effectiveness  of the design and  operation of our
General Partner's disclosure controls and procedures as of the end of the period
covered by this report pursuant to the Securities Exchange Act of 1934. Based on
the foregoing evaluation, except as noted below, the Chief Executive Officer and
the  Principal  Financial  and  Accounting  Officer  concluded  that our General
Partner's disclosure controls and procedures were effective.

     While evaluating our General Partner's  disclosure controls and procedures,
our General Partner recognized that greater internal controls were needed to aid
in a more efficient closing of our financial  statements,  thereby requiring our
General  Partner to hire  additional  skilled  accounting  staff to support  the
senior vice president of accounting  hired by our General  Partner at the end of
the third quarter of 2004. Accordingly, our General Partner hired two additional
accounting  staff members during 2005 who are certified  public  accountants and
are  experienced  with  public  reporting  entities.  Our General  Partner  will
continue to evaluate its disclosure  controls and procedures to determine  their
effectiveness  and  adequacy and will take the steps  necessary,  in our General
Partner's  opinion,  to ensure the adequacy of our General Partner's  disclosure
controls and procedures.

     In designing and evaluating our General Partner's  disclosure  controls and
procedures,   our  General  Partner  recognized  that  disclosure  controls  and
procedures,  no  matter  how well  conceived  and  operated,  can  provide  only
reasonable,  not  absolute,  assurance  that the  objectives  of the  disclosure
controls and procedures are met. Our General Partner's  disclosure  controls and
procedures have been designed to meet reasonable assurance standards. Disclosure
controls  and  procedures  cannot  detect or prevent  all error and fraud.  Some
inherent  limitations  in disclosure  controls and  procedures  include costs of
implementation, faulty decision-making,  simple error and mistake. Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people, or by management override of the controls.  The
design of any system of controls is based,  in part,  upon  certain  assumptions
about the  likelihood of future  events,  and there can be no assurance that any
design will succeed in  achieving  its stated  goals under all  anticipated  and
unanticipated  future  conditions.  Over time,  controls  may become  inadequate
because of changes in conditions,  or the degree of compliance with  established
policies or procedures.

     Our General Partner's Chief Executive  Officer and Principal  Financial and
Accounting  Officer have determined that no weakness in disclosure  controls and
procedures  had any  material  effect on the accuracy  and  completeness  of our
financial reporting and disclosure included in this report.

Item 9B. Other Information

         Not applicable.

                                       45
<PAGE>

                                    PART III

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

     Our General  Partner,  ICON Capital Corp., a Connecticut  corporation,  was
formed in 1985. Our General Partner's principal offices are located at 100 Fifth
Avenue,  4th Floor,  New York, New York 10011, and the telephone number is (212)
418-4700.  The officers of our 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.

     Our 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, our General Partner offers a
broad range of equipment leasing services.

     Our General Partner performs certain  functions  relating to the management
of our  equipment.  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 General Partner's officers and directors are:

           Name          Age       Position
           -----         ----      --------
 Beaufort J. B. Clarke    59    Chairman, Chief Executive Officer and Director
 Paul B. Weiss            45    President and Director
 Thomas W. Martin         52    Chief Operating Officer, Chief Financial Officer
                                  and Director


     Beaufort J. B. Clarke,  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 his
B.A. 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.

                                       46
<PAGE>

     Paul B. Weiss,  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 has a B.A. in Economics from  Connecticut  College.
Mr. Weiss has been in the equipment leasing business since 1988.

     Thomas W. Martin,  has been our Chief Operating Officer since February 2006
and has been our Chief Financial  Officer and Director (and Director,  President
and Treasurer 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
has a B.S. degree from  University of New Hampshire.  Mr. Martin has been in the
equipment leasing business since 1983.

     Code of Ethics

     Our  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.  Our General  Partner's  address is 100 Fifth Avenue,  4th
Floor, New York, New York 10011.

Item 11. Executive Compensation

     We have no directors or officers.  Our General  Partner and its  affiliates
were paid or accrued the following  compensation and reimbursement for costs and
expenses for the years ended December 31, 2005, 2004 and 2003.


<TABLE>
<CAPTION>


        Entity                Capacity           Description            2005            2004            2003
        -------              ---------         ------------           -----           -----           ----
<S>                       <C>                 <C>                    <C>              <C>            <C>
 ICON Capital Corp.       General Partner     Acquisition fees       $      -         $      -       $    736,766
                                                                     ===========      ===========    ============
 ICON Capital Corp.       General Partner     Administrative fees    $   515,934      $   862,030    $    936,605
                                                                     ===========      ===========    ===========
 ICON Capital Corp.       General Partner     Management fee         $ 1,311,990      $ 1,500,347    $  2,008,870
                                                                     ===========      ===========    =============
</TABLE>

                                       47
<PAGE>

     Our   General   Partner   also  has  a  1%  interest  in  our  profits  and
distributions.  We paid distributions to our General Partner of $60,056, $60,155
and $70,347, respectively, for the years ended December 31, 2005, 2004 and 2003.
Additionally,  our  General  Partner's  interest  in our net  income  (loss) was
$33,686, $(46,090) and $(51,812), respectively, for the years ended December 31,
2005, 2004 and 2003.

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 15, 2006,  Directors and Officers of our General Partner do not
     own any of our equity securities.

(c)  Our 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.  Our General Partner owns 100% of
     the General Partner Interest.

Item 13. Certain Relationships and Related Transactions

     See "Item 11. Executive Compensation" for a discussion of our related party
transactions.  See  Notes  3 and 13 in  our  consolidated  financial  statements
included in Item 8 to this Annual  Report and Form 10-K for a discussion  of our
investments in joint ventures and transactions with related parties.

Item 14. Principal Accountant Fees and Services

     During the years ended  December  31, 2005 and 2004 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:

                                 2005             2004
                                -----           ----
 Audit fees                  $   85,150       $   64,100
 Audit related fees                 -                -
 Tax fees (compliance)           24,050           24,495
                              ---------       ----------

                             $  109,200       $    88,595
                             ==========       ==========


                                     PART IV

Item 15. Exhibits and Financial Statement Schedules

     (a) 1. Financial Statements

     See index to financial  statements included as Item 8 to this Annual Report
on Form 10-K hereof.

         2. Financial Statement Schedules

               Financial   Statement   Schedule   II--Valuation  and  Qualifying
               Accounts is filed with this Annual Report on Form 10-K. 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. ss.1350, as adopted pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002.

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


                                       48
<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.

Dated: April 3, 2006

/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

Dated: April 3, 2006

/s/ Beaufort J.B. Clarke
-------------------------
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

Dated: April 3, 2006

/s/ Paul B. Weiss
------------------
Paul B. Weiss
President and Director

Dated: April 3, 2006

/s/ Thomas W. Martin
--------------------
Thomas W. Martin
Chief Operating Officer 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.

                                       49

<PAGE>

Exhibit 31.1

Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of 2002 (18
U.S.C. ss.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 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
     report;

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

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

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

     c.   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer 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  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant'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
          control over financial reporting.


Dated: April 3, 2006

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

<PAGE>

Exhibit 31.2

Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of 2002 (18
U.S.C. ss.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 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
     report;

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

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

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

     c.  disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's  other certifying  officer 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  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant'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
          control over financial reporting.


Dated: April 3, 2006

/s/ Thomas W. Martin
--------------------
Thomas W. Martin
Chief Operating Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)
ICON Capital Corp.
General Partner of ICON Income Fund Eight B L.P.

<PAGE>
Exhibit 32.1

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

I, Beaufort J.B.  Clarke,  Chairman and Chief Executive  Officer of ICON Capital
Corp.,  the General  Partner of the  Registrant  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,  2005,  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:

     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.
          ss.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: April 3, 2006

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

<PAGE>

Exhibit 32.2

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

I,  Thomas W.  Martin,  Chief  Operating  Officer  and Chief  Financial  Officer
(Principal  Financial and Accounting Officer) of ICON Capital Corp., the General
Partner of the  Registrant 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,  2005,  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:

     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.
          ss.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: April 3, 2006

/s/ Thomas W. Martin
--------------------
Thomas W. Martin
Chief Operating Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)
ICON Capital Corp.
General Partner of ICON Income Eight B L.P.