UNITED STATES


**SECURITIES
      AND EXCHANGE COMMISSION**




**WASHINGTON,
      D.C. 20549**




**FORM
      10-K/A**




**(Amendment
      No.  2)**




þ
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934For
                the fiscal year ended **December 31,
                2005**ORo
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934





Commission
      file number:  **333-37504**





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


(Exact
      name of registrant as specified in its charter)




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





**(212)
      418-4700**


(Registrant’s
      telephone number, including area code)




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




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





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.Yes     No þ




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




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




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


Yes
þ    No
      




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  þ




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




State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      last sold, or the average bid and asked price of such common equity, as of
      the
      last day of the registrant’s most recently completed second fiscal
      quarter:  **Not applicable.**




There
      is
      no established market for shares of the registrant.




Number
      of
      outstanding limited partnership units of the Registrant on November 30, 2007
      is
      740,529.







**DOCUMENTS
      INCORPORATED BY REFERENCE**


None.

















**Explanatory
      Note**





ICON
      Income Fund Eight B L.P. is filing this Amendment No. 2 (the “Amendment”) to its
      Annual Report on Form 10-K for the year ended December 31, 2005, filed with
      the
      Securities and Exchange Commission on April 3, 2006 as amended to date (the
      “Original Filing”) solely for the purpose of revising its disclosure under Item
      9A. – Controls and Procedures, the complete text of which is contained herein.
      Except as discussed in this Explanatory Note, no other changes have been made
      to
      the Original Filing.













**PART
      II**





**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
      period 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, the Chief Executive Officer and the Principal
      Financial and Accounting Officer concluded that, for the reason described below,
      our General Partner’s disclosure controls and procedures were not effective as
      of December 31, 2005 to ensure that the reports that we filed or submit under
      the Securities Exchange Act of 1934 were recorded, processed, summarized and
      reported within the time periods specified in the SEC’s rules and
      forms.





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.  In addition, our General Partner hired
      two additional accounting staff members during 2005 that 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.















**PART
      IV**





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





31.1
            Rule
                13a-14(a)/15d-14(a) certifications.31.2
            Rule
                13a-14(a)/15d-14(a) certifications.32.1
            Certification
                pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.32.2
            Certification
                pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.














**SIGNATURES**





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





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





*/s/
      Thomas W. Martin*


Thomas
      W.
      Martin


Chairman,
      Chief Executive Officer and President of the General Partner


(Principal
      Executive Officer)


ICON
      Capital Corp.


General
      Partner of ICON Income Fund Eight B L.P.





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the Registrant and in the
      capacity and on the dates indicated.





ICON
      Capital Corp.


Sole
      General Partner of the Registrant





*Dated:
      December 11, 2007*





*/s/
      Thomas W. Martin*


Thomas
      W.
      Martin


Chairman,
      Chief Executive Officer and President of the General Partner


(Principal
      Executive Officer)


ICON
      Capital Corp.


General
      Partner of ICON Income Fund Eight B L.P.








*Dated:
      December 11, 2007*





*/s/Michael A. Reisner*


Michael
      A. Reisner


Director,
      Executive Vice President and Chief Financial Officer of the General
      Partner


(Principal
      Financial and Accounting Officer)


ICON
      Capital Corp.


General
      Partner of ICON Income Fund Eight B L.P.





Supplemental
      Information to be furnished with reports filed pursuant to Section 15(d) of
      the
      Act by Registrant which have not registered securities pursuant to Section
      12 of
      the Act.





No
      annual
      report or proxy material has been sent to security holders. An annual report
      will be sent to the members and a copy will be forwarded to the
      Commission.