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
      [Fee Required]

For the fiscal year ended                   December 31, 2001
                          ------------------------------------------------------
                                       or

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

For the transition period from                       to
                               ---------------------    ------------------------

Commission File Number                    333-37504
                       ---------------------------------------------------------

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

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

             100 Fifth Avenue, 10th Floor, New York, New York 10011
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code          (212) 418-4700
                                                   -----------------------------

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

Title of each class                    Name of each exchange on which registered

------------------------------         -----------------------------------------

------------------------------         -----------------------------------------

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

--------------------------------------------------------------------------------
                                (Title of class)

--------------------------------------------------------------------------------
                                (Title of class)

     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


<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

                                TABLE OF CONTENTS

Item                                                                       Page

PART I

1.   Business                                                                3

2.   Properties                                                              4

3.   Legal Proceedings                                                       4

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

PART II

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

6.   Selected Financial and Operating Data                                   5

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                  6-11

8.   Consolidated Financial Statements and Supplementary Data            12-31

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                    32

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                     32-33

11.  Executive Compensation                                                 33

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                      33-34

13.  Certain Relationships and Related Transactions                         34

PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K        34

SIGNATURES                                                                  35


<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

PART I

Item 1.  Business

General Development of Business

     ICON Income Fund Eight B L.P. (the  "Partnership"),  was formed on February
7, 2000 as a Delaware limited  partnership.  The Partnership's  maximum offering
was $75,000,000.  The Partnership  commenced business  operations on its initial
closing date, June 14, 2000, with the admission of 15,815.51 limited partnership
units at $100 per unit representing $1,581,551 of capital contributions. Between
June 15, 2000 and October 17, 2001,  734,184.49  additional  units were admitted
representing  $73,418,449  of capital  contributions.  On October 17, 2001,  the
Partnership  had its final  closing  with a  cumulative  total of 750,000  units
admitted totaling $75,000,000 in capital contributions.

Segment Information

     The Partnership has only one operating  segment:  the business of acquiring
equipment  subject to leases with companies that the Partnership  believes to be
creditworthy.

Narrative Description of Business

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
objective of the  Partnership is to obtain the maximum  economic return from its
investments for the benefit of its limited partners.  To achieve this objective,
the  Partnership  intends  to:  (1)  acquire  a  diversified  portfolio  of  low
obsolescence  equipment  having long  economic  useful  lives and high  residual
values; (2) make monthly cash distributions to its limited partners,  commencing
with each limited partner's admission to the Partnership, continuing through the
Reinvestment  Period, which period will end no later than the eighth anniversary
after the final closing date; (3) re-invest substantially all undistributed cash
from  operations  and cash from sales of equipment  and  financing  transactions
during the Reinvestment  Period; and (4) sell the Partnership's  investments and
distribute the cash from sales of such investments to its limited partners after
the end of the Reinvestment Period.

     The  equipment  leasing  industry is highly  competitive.  When seeking its
leasing  transactions  for  acquisition,  the Partnership  competes 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 the  Partnership and have greater
financial resources.

     The  Partnership had one lessee (BAE Systems PLC which accounted for 11% of
total revenue) that accounted for more than 10% of total revenue during the year
ended December 31, 2001.

     The Partnership has no direct  employees.  The General Partner has full and
exclusive discretion in management and control of the Partnership.



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

Lease Transactions

     During  the  year  ended  December  31,  2001,  the  Partnership  purchased
equipment  subject  to  leases  for  purchase  prices  aggregating   $41,666,367
(including initial direct costs).

     The acquisitions were as follows:

(i)  An aircraft  simulator  acquired in the first quarter of 2001, leased to an
     unaffiliated  third party for a term scheduled to expire in March 2006, for
     a purchase price of $13,232,105,  of which  $10,830,109 was provided by the
     assumption of non-recourse debt and the balance of $2,401,996 provided from
     available cash;

(ii) Retail  signage  equipment  purchased  in the  second  quarter  of 2001 for
     $4,250,000,  subject to a lease with an unaffiliated third party, scheduled
     to expire in June 2005. The purchase was paid for with cash;

(iii)An engine  module,  purchased in the second  quarter of 2001,  subject to a
     lease with an  unaffiliated  third party,  scheduled to expire in May 2008,
     for a purchase price of $5,950,000, of which $1,911,210 was provided by the
     assumption  of non recourse  debt with the balance of  $4,038,790  paid for
     with cash; and.

(iv) Retail photography  development  equipment,  purchased  throughout the year
     with scheduled lease expirations ranging from May 2006 to January 2007, for
     purchase prices aggregating $18,234,262,  of which $17,552,542 was provided
     by the assumption of non-recourse debt and the balance of $681,720 paid for
     with cash.

     Additionally,  the  Partnership  invested  $2,406,128  in  an  unguaranteed
residual and $2,100,000 ($400,000 of which was provided by a 8.5% recourse note)
for an option to purchase an aircraft.  Finally, the Partnership had placed cash
totaling $13,723,196 in various escrow accounts for three transactions scheduled
to be completed in 2002.  Two of the proposal  transactions  were  cancelled and
$7,623,196 of the escrowed funds were returned to the Partnership.

Item 2.  Properties

     The  Partnership  neither owns nor leases office space or equipment for the
purpose of managing its day-to-day affairs.

Item 3.  Legal Proceedings

     The Partnership is not a party to any pending legal proceedings.

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 2001.



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

PART II

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

     The Partnership's limited partnership interests are not publicly traded nor
is there currently a market for the Partnership's  limited partnership units. It
is unlikely that any such market will develop.

                             Number of Equity Security Holders
   Title of Class                  as of December 31,
   --------------         --------------------------------------
                                   2001                 2000
                                   ----                 ----

 Limited Partners                 2,825                   920
 General Partner                      1                     1

Item 6.  Selected Consolidated Financial and Operating Data

<TABLE>
                                                                                    For the Period
                                                                                   February 7, 2000
                                                                Year ended      (date of inception) to
                                                           December 31, 2001     December 31, 2000 (1)
                                                           -----------------     ---------------------

<S>                                                           <C>                  <C>
Total revenue                                                 $    20,231,996      $     742,302
                                                              ===============      =============

Net income                                                    $       820,109      $     291,236
                                                              ===============      =============

Net income allocable to limited partners                      $       811,908      $     288,324
                                                              ===============      =============

Net income allocable to the General Partner                   $         8,201      $       2,912
                                                              ===============      =============

Weighted average limited partnership units outstanding                502,536            132,049
                                                              ===============      =============

Net income per weighted average limited partnership unit      $         1.62       $        2.18
                                                              ==============       =============

Distributions to limited partners                             $     4,932,964      $     536,708
                                                              ===============      =============

Distributions to the General Partner                          $        49,845      $       5,228
                                                              ===============      =============

                                                             December 31, 2001   December 31, 2000

Total assets                                                 $    143,918,696     $   88,108,178
                                                             ================     ==============

Partners' equity                                             $     61,212,600     $   18,764,181
                                                             ================     ==============
</TABLE>

(1)  No data is presented  for the periods  prior to 2000 since the  Partnership
     commenced  operations on February 7, 2000,  the initial  closing date.  The
     Partnership  had its first  admission of limited  partners in June 2000 and
     commenced its  acquisition  efforts at that time. As a result,  revenue and
     net income for 2000 does not reflect a full year's operations.



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

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

     ICON Income Fund Eight B L.P. (the  "Partnership"),  was formed on February
7, 2000 as a Delaware limited  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 15,815.51 limited partnership
units at $100 per unit representing $1,581,551 of capital contributions. Between
June 15, 2000 and October 17, 2001,  734,184.49  additional  units were admitted
representing  $73,418,449  of capital  contributions.  On October 17, 2001,  the
Partnership  had its final  closing  with a  cumulative  total of 750,000  units
admitted totaling $75,000,000 in capital contributions.

Significant Accounting Policies and Management Estimates

     Basis of  Accounting  and  Presentation  - The  Partnership's  records  are
maintained on the accrual  basis.  The  preparation  of financial  statements in
conformity with generally accepted  accounting  principles  requires the General
Partner's  management to make estimates and assumptions that affect the reported
amounts of assets and  liabilities at the dates of the financial  statements and
revenues  and  expenses  during the  reporting  periods.  Significant  estimates
include the  allowance for doubtful  assets and  unguaranteed  residual  values.
Management believes that the estimates and assumptions utilized in preparing its
financial  statements are  reasonable  and prudent.  Actual results could differ
from those estimates. In addition, management is required to disclose contingent
assets and contingent liabilities.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties as finance  leases or  operating  leases,  as  appropriate.  For finance
leases,  the  Partnership  records,  at the  inception  of the lease,  the total
minimum lease payments receivable,  the estimated  unguaranteed residual values,
the initial direct costs related to the leases 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
terms of the related leases following the interest method. For operating leases,
equipment is recorded at cost and is  depreciated  on the  straight-line  method
over  the  lease  terms  to  their   estimated   fair  market  values  at  lease
terminations.  Related lease rentals are recognized on the straight-line  method
over the lease terms.  Billed and uncollected  operating  lease  receivables are
included in other assets. Initial direct costs of finance leases are capitalized
and are  amortized  over the terms of the  related  leases  using  the  interest
method. Initial direct costs of operating leases are capitalized and depreciated
on the straight-line method over the lease terms.

     Investments in Unguaranteed  Residual Values - The partnership  carries its
investments in the future  estimated  unguaranteed  residual values of assets at
cost, which is equal to or less than market value,  subject to the Partnership's
policy  relating to impairments of residuals  discussed  below.  Gains or losses
will be recognized upon the sale or disposition of the investments.

     Investments  in Options - The  Partnership  carries  its  investment  in an
option to  purchase  equipment  at cost,  which is equal to or less than  market
value,  subject to the  Partnership's  policy  relating to impairment  discussed
below.  Gain or loss  will be  recognized  upon the sale or  disposition  of the
investment.


<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

     Impairment of Estimated  Residual  Values - The  Partnership's  policy with
respect to impairment of estimated  residual values is to review,  on a periodic
basis,  the  carrying  value of its  residuals on an  individual  asset basis to
determine whether events or changes in circumstances  indicate that the carrying
value of an asset may not be  recoverable  and,  therefore,  an impairment  loss
should be recognized.  The events or changes in  circumstances  which  generally
indicate  that the  residual  value of an asset  has been  impaired  are (i) the
estimated fair value of the underlying  equipment is less than the Partnership's
carrying value or (ii) the lessee is experiencing  financial difficulties and it
does not appear likely that the estimated proceeds from disposition of the asset
will be  sufficient  to satisfy the  remaining  obligation  to the  non-recourse
lender  and  the  Partnership's  residual  position.  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  Partnership  does not recover its residual until
the non-recourse note obligation is repaid in full.

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from re-lease or resale of the equipment. Generally,
third party appraisals, reviews of future cash flows and anticipated future cash
flows and detailed market  analyses are used as the basis for measuring  whether
an impairment loss should be recognized.

     Allowance for Doubtful  Accounts - The Partnership  records a provision for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful  accounts is based on the ongoing  analysis of delinquency  trends,
loss  experience  and an assessment of overall  credit risk.  The  Partnership's
write-off  policy  is based on an  analysis  of the  aging of the  Partnership's
portfolio,  a review of the  non-performing  receivables  and leases,  and prior
collection experience.  An account is fully reserved for or written off when the
analysis indicates that the probability of collection of the account is remote.

Partnership Activities During 2001

     During  the  year  ended  December  31,  2001,  the  Partnership  purchased
equipment  subject  to  leases  for  purchase  prices  aggregating   $41,666,367
(including initial direct costs).

     The acquisitions were as follows:

(i)  An aircraft  simulator  acquired in the first quarter of 2001, leased to an
     unaffiliated  third party for a term scheduled to expire in March 2006, for
     a purchase price of $13,232,105,  of which  $10,830,109 was provided by the
     assumption of non-recourse debt and the balance of $2,401,996 provided from
     available cash;

(ii) Retail  signage  equipment  purchased  in the  second  quarter  of 2001 for
     $4,250,000,  subject to a lease with an unaffiliated third party, scheduled
     to expire in June 2005. The purchase was paid for with cash;

(iii)An engine  module,  purchased in the second  quarter of 2001,  subject to a
     lease with an  unaffiliated  third party,  scheduled to expire in May 2008,
     for a purchase price of $5,950,000, of which $1,911,210 was provided by the
     assumption  of non recourse  debt with the balance of  $4,038,790  paid for
     with cash; and


<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

(iv) Retail photography  development  equipment,  purchased  throughout the year
     with scheduled lease expirations ranging from May 2006 to January 2007, for
     purchase prices aggregating $18,234,262,  of which $17,552,542 was provided
     by the assumption of non-recourse debt and the balance of $681,720 paid for
     with cash.

     Additionally,  the  Partnership  invested  $2,406,128  in  an  unguaranteed
residual and $2,100,000 ($400,000 of which was provided by a 8.5% recourse note)
for an option to purchase an aircraft.  Finally, the Partnership had placed cash
totaling $13,723,196 in various escrow accounts for three transactions scheduled
to be completed in 2002.  Two of the proposal  transactions  were  cancelled and
$7,623,196 of the escrowed funds were returned to the Partnership.

Results of Operations for the Period Ended December 31, 2001 and 2000

     The  Partnership  was formed on February 7, 2000 and  commenced  operations
upon the first  admission  of limited  partners  on June 14,  2000.  Because the
Partnership  began  operations  in June 2000,  was  raising  additional  capital
through the issuance of units until the offering was  completed in October 2001,
and invested such proceeds in additional  leased  equipment  throughout the 2001
year, the 2001 and 2000  operating  results are not  comparable.  The results of
operations  for 2001 and 2000 are  consistent  with the level of  acquisition of
lease equipment completed and the terms of the leases and related borrowings.

     Rental  income  (from  operating  leases)  increased by  $17,035,827,  from
$164,361 in 2000 to $17,200,188 in 2001,  attributable  primarily to receiving a
full year of rent in 2001 on equipment  purchased in the second half of 2000 for
total purchase prices of $76,284,645 (including initial direct costs) as well as
equipment acquired in 2001 for purchase prices totaling  $19,744,804  (including
initial  direct costs)  partially  offset by the sale of equipment in 2001 which
was originally acquired for $872,881.

     Finance  lease income  increased  by  $1,812,235  from  $521,406 in 2000 to
$2,333,641 in 2001.  This was primarily  attributable to the full year effect of
finance leases acquired in the third and fourth  quarters of 2000.  Additionally
during  2001 the  Partnership  acquired  equipment  subject  to  finance  leases
totaling $18,234,162,  on lease to Kmart, Inc. ("Kmart") (see item 7a, Liquidity
and Capital  Resources for a discussion of Kmart's  bankruptcy and its effect on
the  Partnership).  The Kmart leases began  generating  finance  lease income in
2001.

     During 2001, the  Partnership  recognized a gain on a sale of an investment
in a joint  venture  to an  affiliate  of  $327,341  and  gains on the  sales of
equipment of $92,695.

     During 2001,  the  Partnership  recognized  income from an  investment in a
joint venture with an affiliate of $43,953.  The Partnership made its investment
in the joint  venture in 2001 and sold the  investment in the joint venture late
in 2001 for a gain (see above).

     Interest  income was $234,178 in 2001 as compared to $56,535 in 2000 due to
an increase  (primarily from the proceeds of the offering) of amounts  available
for investment, partially offset by a decline in interest rates.


<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

     Depreciation  expense  increased in 2001 by  $11,568,595,  from $111,940 in
2000 to  $11,680,535  in 2001 due to the full year effect in 2001 of investments
in operating  leases  acquired in 2000 as well as the effect of  investments  in
operating leases completed in 2001.

     Interest expense increased in 2001 by $4,886,339,  from $123,815 in 2000 to
$5,010,154 in 2001 due principally to the increase in acquisition  indebtedness.
During 2001, the Partnership  incurred additional  non-recourse  indebtedness of
$30,293,861.  This was partially  offset by a reduction in the outstanding  debt
under the variable  rate line of credit from  $7,000,000 at December 31, 2000 to
$2,500,000 at December 31, 2001,  and a decline in interest rates under the line
of  credit.   Further  the  Partnership  repaid  non-recourse   indebtedness  by
$13,939,491 in 2001 in accordance with the related payment schedules.

     Management fees - General  Partner  increased by $1,252,497 from $92,140 in
2000 to  $1,344,637 in 2001.  This  increase is consistent  with the increase in
lease payments on which such fees are based.

     Administrative  expense  reimbursements  -  General  Partner  increased  by
$535,540,  from $37,441 in 2000 to $572,981 in 2001 and is  consistent  with the
Partnership's increased level of operations.

     Amortization  of initial direct costs increased  $179,238,  from $33,510 in
2000 to $212,748 in 2001 due the full year  effect of  amortizing  such costs on
acquisitions completed.

     General and  administrative  expenses  increased in 2001 by $348,747,  from
$51,576 in 2000 to $400,323 in 2001 which was consistent with the  Partnership's
increased level of operations. The Partnership acquired equipment throughout the
second half of 2000 and throughout 2001.

     Net income for 2001 was  $820,109  as  compared to $291,236 in 2000 and net
income per weighted average limited  partnership unit was $1.62 in 2001 compared
to $2.18 in 2000.

Partnership Activities During 2000

     Equipment purchased in 2000 subject to lease included the following:

(i)  An aircraft  acquired through a joint venture ("ICON Aircraft 24846,  LLC")
     with two affiliates in which the Partnership has a 96% ownership  interest.
     The aircraft was acquired for a purchase  price of  $44,515,416  (including
     initial direct cost) which was funded  $2,241,371 with cash and $42,274,045
     with non-recourse financing;

(ii) Various equipment  acquired by a joint venture with three affiliates ("ICON
     Cheyenne,  LLC") in which the Partnership has an 87.69% ownership interest.
     The equipment was purchased for an aggregate purchase price of $29,705,716.
     The  purchase  was  funded  $11,401,151  with  cash  and  $18,304,565  with
     non-recourse debt.

(iii)The Partnership  also purchased a total of $10,772,690 of other  equipment,
     subject to leases with 3 lessees.


<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

Results of Operations for the Period Ended December 31, 2000

     Revenues  for the period  were  $742,302,  representing  finance  income of
$521,406, rental income of $164,361 and interest income of $56,535. Expenses for
the  period  totaled  $451,066,   representing  interest  expense  of  $123,815,
depreciation  expense of $111,940,  management  fees-General Partner of $92,140,
administrative expenses reimbursed to the general partner of $37,441 general and
administrative  expenses of $51,576, and amortization of initial direct costs of
$33,510.  Net income for the period was  $291,236.  The net income per  weighted
average limited  partnership unit was $2.18.  These amounts were consistent with
the Partnership's level of operations in 2000.

Liquidity and Capital Resources

     During 2001 and 2000,  the  Partnership's  primary source of funds was from
the sale of limited partnership units pursuant to the Partnership's  offering of
units, net of related  expenses,  of $46,611,119 and $19,013,881,  respectively,
proceeds received from borrowings under a line of credit ($2,500,000 outstanding
at December 31, 2001) and the assumption of non-recourse  indebtedness  totaling
$30,293,861  in 2001 and  $60,578,610  in 2000.  The funds  were used to acquire
equipment subject to leases for purchase prices aggregating  $41,666,367 in 2001
and $84,993,822 in 2000.

     Cash distributions to the limited partners for the years ended December 31,
2001 and 2000,  which were paid on a monthly  basis,  aggregated  $4,932,964 and
$536,708  respectively and represented an annualized cash  distribution  rate of
10.75%,  in  accordance  with  the  investment  objectives  of the  Partnership.
Distributions  were calculated  based on the number of days each investment unit
was in the Partnership.  The cash distributions in the 2001 period were composed
$1.62 per weighted  average limited  Partnership  unit of investment  income and
$8.20 as a return of  capital.  The cash  distributions  in the 2000 period were
$2.18 per weighted  average limited  Partnership  unit of investment  income and
$1.88 return of capital.

     As  of  December  31,  2001,   there  were  no  known  trends  or  demands,
commitments,  events  or  uncertainties  which are  likely to have any  material
effect on liquidity. As cash is realized from operations, sales of equipment and
borrowings,  the Partnership will continue to invest while retaining  sufficient
cash to meet its reserve requirements and recurring obligations.

     Limited  partners who purchased  units after June 7, 2001 and before August
18, 2001 have the right to require the  Partnership  to  repurchase  their units
within the one-year  period  following such purchase  since certain  information
contained  in the  prospectus  used  during  this  period  was not as current as
required by the rules of the Securities and Exchange Commission.  The repurchase
price  would be equal to the  offering  price  per unit  less any  distributions
received  with respect to such units.  142,049.4793  units were sold during this
period  resulting  in gross  offering  proceeds of  $14,204,947.93,  which units
comprise 18.94% of all units that the Partnership sold. If a substantial  number
of these  limited  partners  choose  to have  their  units  repurchased  and the
Partnership's  available cash were less than the amount needed to repurchase the
units,  the Partnership  would have to sell equipment or borrow in order to fund
these  repurchases.  If the Partnership  were not able to resell the repurchased
units,  the  Partnership's  investments may be less  diversified than they would
have been if the  maximum  offering  were  retained.  There were no  requests to
repurchase units through March 2002.


<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

New Accounting Pronouncement

     Effective   January  1,  2002,  the  Partnership   adopted  SFAS  No.  144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No. 144).
This  statement  requires  that  long-lived  assets be reviewed  for  impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison  of the  carrying  amount of an asset to the future net
cash flows expected to be generated by the asset.  If the carrying amount of the
asset  exceeds  its  estimated  future  cash  flows,  an  impairment  charge  is
recognized  by the amount by which the carrying  amount of the asset exceeds the
fair value of the asset.  SFAS No. 144 requires  companies to separately  report
discontinued  operations  and extends that reporting to a component of an entity
that either has been disposed of (by sale,  abandonment or in a distribution  to
the  owners)  or  classified  as held for  sale.  Assets to be  disposed  of are
reported  at the lower of the  carrying  amount or fair  value less the costs to
sell. The adoption of SFAS No. 144 did not have any effect on the  Partnership's
financial  position or results of operations  as the  provisions of SFAS No. 144
are similar to the Partnership's current policy for impairment review.

Item 7a.  Qualitative and Quantitative Disclosures About Market Risk

     The  Partnership is exposed to certain market risks,  including  changes in
interest rates and the demand for equipment (and the related residuals) owned by
the  Partnership.  Except as  discussed  below,  the  Partnership  believes  its
exposure to other market risks is insignificant  to both its financial  position
and results of operations.

     Kmart,  Inc.,  with  whom  the  Partnership  has  five  leases,  filed  for
bankruptcy in January 2002.  The  Partnership's  finance  leases with Kmart were
acquired during 2001 for prices  aggregating  $18,234,262,  comprised of a total
cash  investment of $681,720 and the assumption of  $17,552,542 of  non-recourse
debt.  Through April 1, 2002, Kmart has made all scheduled rental payments.  The
bankruptcy  court has not ruled on the  affirmation of the leases as of the date
of this report.

     The Partnership manages its interest rate risk by obtaining fixed rate debt
for the  majority  of its  borrowings.  The fixed rate debt  service  obligation
streams are generally  matched by fixed rate lease receivable  streams generated
by the Partnership's lease investments.

     The Partnership also borrows funds under a $7,000,000 floating rate line of
credit which provides for interest at the lender's prime rate (4.75% at December
31,  2001) plus .5% and is  therefore  exposed to  interest  rate risk until the
floating rate line of credit is repaid.  The Partnership's  borrowings under the
floating rate line of credit as of December 31, 2001 was  $2,500,000 as compared
to $7,000,000 at December 31, 2000.  Additionally,  the  non-recourse  borrowing
associated  with the ICON  Aircraft  24846 LLC provides for  interest,  adjusted
quarterly,  based upon Libor.  The related  lease  payments are also  adjustable
based upon Libor.  The  Partnership  believes  the risk  associated  with rising
interest rates is not significant.

     The  Partnership  manages its  exposure to equipment  and residual  risk by
monitoring  the market  and  maximizing  re-marketing  proceeds  through  either
re-leasing or sale of equipment.


<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

Item 8.  Consolidated Financial Statements and Supplementary Data

                          Index to Financial Statements

                                                                     Page Number

Independent Auditors' Report                                                 14

Consolidated Balance Sheets as of
  December 31, 2001 and 2000                                                 15

Consolidated Statements of Operations for the
  Year Ended December 31, 2001 and for the Period
  February 7, 2000 (date of inception) to December 31, 2000                  16

Consolidated Statements of Changes in Partners' Equity
  for the Year Ended December 31, 2001 and for the
  Period February 7, 2000 (date of inception) to
  December 31, 2000                                                          17

Consolidated Statements of Cash Flows for the
  Year Ended December 31, 2001 and for the Period
  February 7, 2000 (date of inception) to December 31, 2000               18-20

Notes to Consolidated Financial Statements                                21-31



<PAGE>








                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                        Consolidated Financial Statements

                                December 31, 2001

                   (With Independent Auditors' Report Thereon)



<PAGE>











                          INDEPENDENT AUDITORS' REPORT




The Partners
ICON Income Fund Eight B L.P.:

We have audited the accompanying consolidated balance sheets of ICON Income Fund
Eight B L.P. (a Delaware limited  partnership) as of December 31, 2001 and 2000,
and the related  consolidated  statements  of  operations,  changes in partners'
equity,  and cash flows for the year ended  December 31, 2001 and for the period
from  February  7,  2000  (date  of  inception)  to  December  31,  2000.  These
consolidated  financial  statements are the  responsibility of the Partnership's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  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. as of December 31, 2001 and 2000, and the results of its operations
and its cash flows for the year ended  December 31, 2001 and for the period from
February 7, 2000 (date of  inception)  to December 31, 2000 in  conformity  with
accounting principles generally accepted in the United States of America.



                                    /s/ KPMG LLP
                                    --------------------------------------------
                                    KPMG LLP



April 15, 2002
New York, New York


<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>
                                                      2001              2000
                                                      ----              ----
         Assets

<S>                                               <C>              <C>
Cash and cash equivalents                         $   5,684,652    $  1,315,706
                                                  -------------    ------------

Investments in finance leases
  Minimum rents receivable                           32,769,190      11,631,296
  Estimated unguaranteed residual values              2,711,893       1,233,991
  Initial direct costs                                  746,106         289,670
  Unearned income                                    (6,568,703)     (2,998,971)
                                                  -------------    ------------
                                                     29,658,486      10,155,986

Investments in operating leases:
  Equipment, at cost                                 95,156,568      76,284,645
  Accumulated depreciation                          (11,456,484)       (111,940)
                                                  -------------    ------------
                                                     83,700,084      76,172,705

Cash held in escrow                                  13,723,196           -
Investment in unguaranteed residual                   2,406,128           -
Investment in option                                  2,100,000           -
Due from affiliates                                   3,730,884           -
Other assets                                          2,915,266         463,781
                                                  -------------    ------------

Total assets                                      $ 143,918,696    $ 88,108,178
                                                  =============    ============

         Liabilities and Partners' Equity

Notes payable, non-recourse                       $  76,852,204    $ 60,497,834
Notes payable, recourse                               2,900,000       7,000,000
Security deposits and other,
 including accrued interest                           1,269,603         352,383
Minority interests in joint ventures                  1,684,289       1,493,780
                                                  -------------    ------------
                                                     82,706,096      69,343,997

Partners' equity (deficiency)
  General Partner                                       (42,960)         (1,316)
  Limited Partners (750,000 and
  219,813.65 units outstanding, $100
  per unit original issue price)                     61,255,560      18,765,497
                                                  -------------    ------------

Total partners' equity                               61,212,600      18,764,181
                                                  -------------    ------------

Total liabilities and partners' equity            $ 143,918,696    $ 88,108,178
                                                  =============    ============
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Operations

          For the Year Ended December 31, 2001 and for the Period from
            February 7, 2000 (date of inception) to December 31, 2000
<TABLE>

                                                  2001           2000
                                                  ----           ----
Revenues

<S>                                           <C>            <C>
   Rental income                              $17,200,188    $  164,361
   Finance income                               2,333,641       521,406
   Gain from sale of investment in joint
    venture to an affiliate                       327,341           -
   Interest income and other                      234,178        56,535
   Gains on sales of equipment                     92,695           -
   Income from investment in joint venture         43,953           -
                                              -----------    ----------

  Total revenues                               20,231,996       742,302
                                              -----------    ----------

Expenses

   Depreciation                                11,680,535       111,940
   Interest                                     5,010,154       123,815
   Management fees - General Partner            1,344,637        92,140
   Administrative expense
     reimbursements - General Partner             572,981        37,441
   General and administrative                     400,323        51,576
   Amortization of initial direct costs           212,748        33,510
   Minority interest expense                      190,509           644
                                              -----------    ----------

    Total expenses                             19,411,887       451,066
                                              -----------    ----------

Net income                                    $   820,109    $  291,236
                                              ===========    ==========

Net income allocable to:
   Limited partners                           $   811,908    $  288,324
   General partner                                  8,201         2,912
                                              -----------    ----------

                                              $   820,109    $  291,236
                                              ===========    ==========

Weighted average number of limited
   partnership units outstanding                  502,536       132,049
                                              ===========    ==========

Net income per weighted average
   limited partnership unit                   $      1.62    $     2.18
                                              ===========    ==========

</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

             Consolidated Statements of Changes in Partners' Equity

          For the Year Ended December 31, 2001 and for the Period from
            February 7, 2000 (date of inception) to December 31, 2000
<TABLE>

                                                   Limited Partner Distributions

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

<S>                                                       <C>              <C>           <C>

Initial partners'
  capital contribution                                     $      1,000  $      1,000  $        2,000

Refund of initial
   limited partners'
   capital contribution                                          (1,000)          -            (1,000)

Proceeds from issuance
  of limited partnership
  units (219,813.65 units)                                   21,981,365           -        21,981,365

Sales and offering expenses                                  (2,967,484)          -        (2,967,484)

Cash distributions to partners     $1.88     $  2.18           (536,708)       (5,228)       (541,936)

Net income                                                      288,324         2,912         291,236
                                                           ------------  ------------  --------------

Balance at
  December 31, 2000                                          18,765,497        (1,316)     18,764,181

Proceeds from issuance
  of limited partnership
  units (530,186.35 units)                                   53,018,635        -           53,018,635

Sales and offering expenses                                  (6,407,516)       -           (6,407,516)

Cash distributions to partners     $8.20     $  1.62         (4,932,964)      (49,845)     (4,982,809)

Net income                                                      811,908         8,201         820,109
                                                           ------------  ------------  --------------

Balance at
  December 31, 2001                                        $ 61,255,560  $    (42,960) $   61,212,600
                                                           ============  ============  ==============

 </TABLE>



See accompanying notes to consolidated financial statements.


<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Cash Flows

          For the Year Ended December 31, 2001 and for the Period from
            February 7, 2000 (date of inception) to December 31, 2000
<TABLE>

                                                                  2001             2000
                                                                  ----             ----

Cash flows from operating activities:
<S>                                                           <C>             <C>
   Net income                                                 $    820,109    $    291,236
                                                              ------------    ------------
   Adjustments to reconcile net income to
     net cash provided by operating activities:
       Finance income paid directly to lenders by lessees         (732,737)           --
       Depreciation                                             11,680,535         111,940
       Amortization of initial direct costs                        212,748          33,510
       Minority interest expense                                   190,509             644
       Gain from sale of investment in joint venture              (327,341)           --
       Income from investment in joint venture                     (43,953)           --
       Gains on sales of equipment                                 (92,695)           --
       Rental income paid directly to lender by lessees        (16,181,472)           --
       Interest expense on non-recourse financing
         paid directly by lessees                                4,620,569            --
       Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables      3,148,917         906,374
         Other assets                                             (214,459)       (463,781)
         Due from affiliates                                       (86,183)           --
         Security deposits and including accrued interest          917,220         352,383
                                                              ------------    ------------

           Total adjustments                                     3,091,658         941,070
                                                              ------------    ------------

       Net cash provided by operating activities                 3,911,767       1,232,306
                                                              ------------    ------------

Cash flows used in investing activities:
   Proceeds from sale of equipment                                 629,514            --
   Cash in escrow                                              (13,723,196)           --
   Equipment purchased                                         (11,372,506)    (24,415,212)
   Investment in option                                         (1,700,000)           --
   Investment in joint venture                                  (3,273,407)           --
   Investment in unguaranteed residual                          (2,406,128)           --
   Initial direct costs                                         (1,239,802)     (2,386,693)
   Prepaid initial direct costs included in other assets        (2,237,025)           --
                                                              ------------    ------------

       Net cash used in investing activities                   (35,322,550)    (26,801,905)
                                                              ------------    ------------
</TABLE>


                                                        (continued on next page)


<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                Consolidated Statements of Cash Flows - Continued

          For the Year Ended December 31, 2001 and for the Period from
            February 7, 2000 (date of inception) to December 31, 2000
<TABLE>

                                                           2001            2000
                                                           ----            ----
<S>                                                      <C>                <C>

Cash flows from financing activities:
   Issuance of limited partnership units,
     net of offering expenses                            46,611,119      19,013,881
   Initial partners capital contributions                      --             2,000
   Refund initial limited partner contribution                 --            (1,000)
   Proceeds from notes payable - recourse                 2,500,000       7,000,000
   Payment of notes payable - recourse                   (7,000,000)           --
   Payment of non-recourse borrowings                    (1,348,581)        (80,776)
   Cash distributions to partners                        (4,982,809)       (541,936)
   Minority interests in consolidated joint ventures           --         1,493,136
                                                       ------------    ------------

       Net cash provided by financing activities         35,779,729      26,885,305
                                                       ------------    ------------

Net increase in cash and cash equivalents                 4,368,946       1,315,706

Cash and cash equivalents at beginning of the period      1,315,706            --
                                                       ------------    ------------

Cash and cash equivalents at end of year               $  5,684,652    $  1,315,706
                                                       ============    ============
</TABLE>





















See accompanying notes to consolidated financial statements.



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                Consolidated Statements of Cash Flows (continued)

Supplemental Disclosure of Cash Flow Information


     For the  periods  ended  December  31,  2001 and 2000  non-cash  activities
included the following:
<TABLE>

                                                                 2001            2000
                                                             ------------    ------------
<S>                                                           <C>               <C>

Fair value of equipment and receivables and option to
   Purchase aircraft for debt                                $ 30,693,861    $ 60,578,610
Non-recourse notes payable and promissory
   note assumed in purchase prices                            (30,693,861)    (60,578,610)
                                                             ------------    ------------

                                                             $     -         $     -
                                                             ============    ============

Principal and interest on direct finance receivables
   paid directly to lenders by lessees                       $  1,030,007    $     -

Rental income on operating lease receivables paid              16,181,472          -
   directly to lenders by lessees
Principal and interest paid directly to lenders by lessees
   paid annually to lenders by lessees                        (17,211,479)         -
                                                             ------------    ------------

                                                             $      -        $     -
                                                             ============    ============

Interest paid directly to lenders by lessees pursuant to
   non-recourse financings                                   $  4,620,569    $     -
Other interest                                                    322,875         123,815
                                                             ------------    ------------

Total interest paid                                          $  4,943,444    $    123,815
                                                             ============    ============
</TABLE>















See accompanying notes to consolidated financial statements.



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                   Notes to Consolidated Financial Statements

                                December 31, 2001

1.   Organization

     ICON Income Fund Eight B L.P. (the "Partnership") was formed on February 7,
2000 as a Delaware limited partnership with an initial capitalization of $2,000.
It was primarily  formed to acquire various types of equipment  subject to lease
with third parties.  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 limited  partners  representing  15,815.51  limited
partnership units at the offering price of $100 per unit aggregating  $1,581,551
of capital  contributions.  As of October  17,  2001 (the final  closing  date),
734,184.49  additional  units  had  been  admitted  into  the  Partnership  with
aggregate gross proceeds of $73,418,449  bringing the total admission to 750,000
units totaling $75,000,000 in capital contributions.

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

     ICON  Securities  Corp., an affiliate of the General  Partner,  received an
underwriting  commission  from the gross  proceeds from sales of all units.  The
General  Partner  received  organization  and offering  expenses  from the gross
proceeds  of  such  sales  The  total  underwriting  compensation  paid  by  the
Partnership,  including underwriting commissions,  sales commissions,  incentive
fees, public offering expense  reimbursements  and due diligence  activities was
limited to 13.5% of gross  proceeds up to  $25,000,000,  12.5% of gross proceeds
from  $25,000,001 to $50,000,000 and 11.5% of gross proceeds from $50,000,001 to
$75,000,000. Such offering expenses aggregated $9,375,000,  including $2,166,025
and $1,208,975  paid to the General  Partner or its affiliates in 2001 and 2000,
respectively  (see  Note 10) and were  charged  directly  to  limited  partners'
equity.

     Profits,  losses,  cash  distributions  and  disposition  proceeds  will be
allocated 99% to the limited  partners and 1% to the General  Partner until each
limited  partner  has  received  cash  distributions  and  disposition  proceeds
sufficient  to reduce  its  adjusted  capital  contribution  account to zero and
receive, in addition, other distributions and allocations which would provide an
8% per annum cumulative return on its outstanding  adjusted capital contribution
account. After such time, the distributions will be allocated 90% to the limited
partners and 10% to the General Partner.

2.   Significant Accounting Policies

     Basis of  Accounting  and  Presentation  - The  Partnership's  records  are
maintained on the accrual  basis.  The  preparation  of financial  statements in
conformity with generally accepted  accounting  principles  requires the General
Partner's  management to make estimates and assumptions that affect the reported
amounts of assets and  liabilities at the dates of the financial  statements and
revenues  and  expenses  during the  reporting  periods.  Significant  estimates
include the  allowance for doubtful  assets and  unguaranteed  residual  values.
Management believes that the estimates and assumptions utilized in preparing its
financial  statements are  reasonable  and prudent.  Actual results could differ
from those estimates. In addition, management is required to disclose contingent
assets and contingent liabilities.



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     Consolidation - The consolidated  financial statements include the accounts
of the  Partnership  and its  majority  owned  subsidiaries.  All  inter-company
accounts and transactions have been eliminated.

     Cash and Cash  Equivalents - Cash and cash  equivalents are defined as cash
in banks and highly liquid  investments  with original  maturity  dates of three
months or less.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties as finance  leases or  operating  leases,  as  appropriate.  For finance
leases,  the  Partnership  records,  at the  inception  of the lease,  the total
minimum lease payments receivable,  the estimated  unguaranteed residual values,
the initial direct costs related to the leases 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
terms of the related leases following the interest method. For operating leases,
equipment is recorded at cost and is  depreciated  on the  straight-line  method
over  the  lease  terms  to  their   estimated   fair  market  values  at  lease
terminations.  Related lease rentals are recognized on the straight-line  method
over the lease terms.  Billed and uncollected  operating  lease  receivables are
included in other assets. Initial direct costs of finance leases are capitalized
and are  amortized  over the terms of the  related  leases  using  the  interest
method.  Initial direct costs of operating  leases are capitalized and amortized
on the straight-line method over the lease terms.

     Investments in Unguaranteed  Residual Values - The Partnership  carries its
investments in the future  estimated  unguaranteed  residual values of assets at
cost, which is equal to or less than market value,  subject to the Partnership's
policy  relating to impairments of residuals  discussed  below.  Gains or losses
will be recognized upon the sale or disposition of the investment.

     Investments  in Options - The  Partnership  carries  its  investment  in an
option to  purchase  equipment  at cost,  which is equal to or less than  market
value,  subject to the  Partnership's  policy  relating to impairment  discussed
below.  Gain or loss  will be  recognized  upon the sale or  disposition  of the
investment.

     Impairment of Estimated  Residual  Values - The  Partnership's  policy with
respect to impairment of estimated  residual values is to review,  on a periodic
basis,  the  carrying  value of its  residuals on an  individual  asset basis to
determine whether events or changes in circumstances  indicate that the carrying
value of an asset may not be  recoverable  and,  therefore,  an impairment  loss
should be recognized.  The events or changes in  circumstances  which  generally
indicate  that the  residual  value of an asset  has been  impaired  are (i) the
estimated fair value of the underlying  equipment is less than the Partnership's
carrying value or (ii) the lessee is experiencing  financial difficulties and it
does not appear likely that the estimated proceeds from disposition of the asset
will be  sufficient  to satisfy the  remaining  obligation  to the  non-recourse
lender  and  the  Partnership's  residual  position.  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  Partnership  does not recover its residual until
the non-recourse note obligation is repaid in full.


<PAGE>



                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from re-lease or resale of the equipment. Generally,
third party appraisals, reviews of future cash flows and anticipated future cash
flows and detailed market  analyses are used as the basis for measuring  whether
an impairment loss should be recognized.

     Allowance for Doubtful  Accounts - The Partnership  records a provision for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful  accounts is based on the ongoing  analysis of delinquency  trends,
loss  experience  and an assessment of overall  credit risk.  The  Partnership's
write-off  policy  is based on an  analysis  of the  aging of the  Partnership's
portfolio,  a review of the  non-performing  receivables  and leases,  and prior
collection experience.  An account is fully reserved for or written off when the
analysis indicates that the probability of collection of the account is remote.

     Disclosures  About Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments.  Separate  disclosure of fair value  information as of December 31,
2001 and 2000 with  respect  to the  Company's  assets  and  liabilities  is not
provided  because (i) SFAS No. 107 does not require  disclosures  about the fair
value of lease  arrangements  and (ii) the carrying  value of financial  assets,
other than lease related  investments,  and certain other payables  approximates
market value and (iii) fair value information  concerning  certain  non-recourse
debt  obligations is not  practicable to estimate  without  incurring  excessive
costs to obtain all the  information  that would be necessary to derive a market
interest rate.

     Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the partners rather than the Partnership.

     New Accounting  Pronouncement - Effective  January 1, 2002, the Partnership
adopted SFAS No. 144,  "Accounting  for the Impairment or Disposal of Long-Lived
Assets"  (SFAS No. 144).  This  statement  requires  that  long-lived  assets be
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that the carrying amount of an asset may not be recoverable.  Recoverability  of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to the future net cash flows expected to be generated by the asset.  If
the carrying  amount of the asset  exceeds its estimated  future cash flows,  an
impairment  charge is recognized  by the amount by which the carrying  amount of
the asset exceeds the fair value of the asset.  SFAS No. 144 requires  companies
to separately  report  discontinued  operations  and extends that reporting to a
component of an entity that either has been disposed of (by sale, abandonment or
in a  distribution  to the owners) or classified as held for sale.  Assets to be
disposed of are reported at the lower of the carrying  amount or fair value less
the costs to sell.  The  adoption of SFAS No. 144 did not have any effect on the
Partnership's  financial  position or results of operations as the provisions of
SFAS No. 144 are  similar to the  Partnership's  current  policy for  impairment
review.



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

3.   Joint Ventures

     The Partnership and affiliates  formed five joint ventures  discussed below
for the purpose of acquiring and managing  various  assets.  The Partnership and
its affiliates have identical investment  objectives and participate on the same
terms and  conditions.  The Partnership has a right of first refusal to purchase
the equipment,  on a pro-rata  basis,  if any of the  affiliates  desire to sell
their interests in the equipment.

     The  two  joint  ventures  described  below  are  majority  owned  and  are
consolidated with the partnership.

ICON Cheyenne LLC
-----------------

     In December  2000, the  Partnership  and three  affiliates,  ICON Cash Flow
Partners  L.P.  Six ("L.P.  Six"),  ICON Cash Flow  Partners  L.P.  Seven ("L.P.
Seven") and ICON Income Fund Eight A L.P.  ("Fund Eight A") formed ICON Cheyenne
LLC ("ICON  Cheyenne") for the purpose of acquiring a portfolio of leases for an
aggregate purchase price of $29,705,716, which was paid with cash of $11,401,151
and the assumption of non-recourse debt with an unaffiliated third party lenders
of  $18,304,565.  The debt is structured to be amortized from the application to
the debt of rentals due under the various  leases.  The leases expire on various
dates through  September 2006. The  Partnership,  L.P. Seven,  L.P. Six and Fund
Eight A have ownership interests of 87.69%, 10.31%, 1.0% and 1.0%, respectively,
in ICON Cheyenne.  The Partnership's  consolidated  financed  statements include
100% of the assets and  liabilities as well as 100% of the related  revenues and
expenses of ICON Cheyenne.  The interests of L.P. Seven, L.P. Six and Fund Eight
A in ICON Cheyenne have been  reflected as minority  interests in joint ventures
on  the  consolidated  balance  sheets  and  minority  interest  expense  on the
consolidated statements of operations.

ICON Aircraft 24846, LLC
------------------------

     In 2000, 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 an aircraft  leased to a  commercial  airline for a
purchase  price of  $44,515,416,  which was funded with cash of  $2,241,371  and
non-recourse  debt of the  $42,274,045.  The  rents and the  aircraft  have been
assigned to the non-recourse  lender.  The lease is scheduled to expire in March
2003,  at  which  time the  balance  of the  non-recourse  debt  outstanding  is
scheduled to be approximately $34,500,000. The Partnership,  L.P. Seven and Fund
Eight A have ownership interests of 96.0%, 2.0% and 2.0%, respectively,  in ICON
Aircraft 24846. The Partnership's consolidated financial statements include 100%
of the  assets and  liabilities  of ICON  Aircraft  24846 as well as 100% of the
related  revenues and expenses.  L.P.  Seven and Fund Eight A's interest in ICON
Aircraft  24846 have been  reflected as minority  interests in joint ventures on
the   consolidated   balance  sheets  and  minority   interest  expense  on  the
consolidated statements of operations.

     The three joint ventures  described below were less than 50% owned and were
accounted for following the equity method.



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

Seacor Joint Ventures
---------------------

     On July 13,  2001,  the  Partnership  and L.P.  Seven  formed  three  joint
ventures known as  "ICON/Janson  Graham LLC,"  ICON/Pearl  Graham LLC" and "ICON
Amanda  Graham  LLC",  the three of which are  referred to  collectively  as the
"Seacor Joint Ventures".  L.P. Seven  contributed  three offshore supply vessels
(one to each of the Seacor Joint Ventures) with a net book value and approximate
market value of $7,595,271,  and the Partnership  contributed $3,273,407 in cash
into the Seacor Joint  Ventures.  The Partnership and L.P. Seven received 30.12%
and  69.88%  ownership  interests,  respectively,  in each of the  Seacor  Joint
Ventures as a result of these contributions.

     The  Partnership  had the right  during the first year of the Seacor  Joint
Ventures to sell any of its three joint  venture  interests  to L.P.  Seven at a
price equal to 110% of its  outstanding  investment  balance for any vessel that
did not generate rental revenue for a three month period. All three vessels were
off-lease for part of the third  quarter and the entire fourth  quarter of 2001.
On December 31, 2001 the Partnership  exercised its right and sold its interests
in the Seacor Joint Ventures back to L.P. Seven for $3,644,701 representing 110%
of its  outstanding  investment  balance  which  amount is  included in due from
affiliate  on the  balance  sheet  as of  December  31,  2001.  The  Partnership
recognized $327,341 as a gain on sale of joint venture investment and $43,953 as
its share of income from the joint venture during 2001.

4.   Cash Held In Escrow

     Cash held in escrow at December 31, 2001 is composed of the following:

(i)  $4,323,196  representing a purchase  deposit to acquire a Boeing 757-200 ER
     subject to lease. The proposed acquisition was
     cancelled in 2002 and the deposit was returned to the Partnership;

(ii) $3,300,000  placed with an unaffiliated  third party to fund an acquisition
     scheduled  to close in the  first  quarter  of 2002.  The  transaction  was
     cancelled in 2002 and the deposit was returned to the Partnership; and

(iii)$6,100,000  deposited  with an  unaffiliated  third party to be utilized to
     make a 78.71% investment in a joint venture with an affiliated partnership,
     ICON Income Fund Nine, LLC (Fund Nine).  The joint venture was  capitalized
     in 2002 and  consummated a purchase of leased  equipment in February  2002.
     Additionally,  at  the  time  of  consummation,  the  Partnership  sold  an
     additional 29.71% of the joint venture to Fund Nine for $2,302,525 bringing
     its ownership percentage down to 49%. No gain or loss was recognized on the
     sale.

5.       Investments in Unguaranteed Residual Values

     In the year ended  December 31, 2001,  the  Partnership  acquired  residual
interests  in  a  portfolio  of  technology  and  other  equipment   leases  for
$2,406,128.  Leases in this portfolio have  expiration  dates ranging from March
2003 through March 2005.

     The  investment  is carried at cost until sale of the  equipment,  at which
time a gain or loss will be recognized on each transaction,  however,  until the
equipment is sold, the investment  will be subject to the  Partnership's  policy
relating to impairment of residuals, as disclosed in Note 2.


<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

6.       Investment in Option

     In  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, which expires in 2012, to purchase a Boeing 737-524 aircraft on lease to
a United  States based  commercial  airline.  The  purchase  price of the option
includes  an 8.5%  $400,000  promissory  note  which  matures  in May 2012.  The
exercise price of the option decreases periodically according to a predetermined
schedule  over the term of the option  from $30 million in 2001 to $9 million in
2012.

7.   Receivables Due in Installments

     Non-cancelable  minimum annual amounts  receivable on finance leases are as
follows:

             Year

             2002           $      8,702,627
             2003                  8,773,388
             2004                  7,607,103
             2005                  4,766,432
             2006                  2,919,640
                            ----------------

                            $     32,769,190

     Included in the above table are scheduled payments of $20,098,297 with
respect to equipment on lease to Kmart, Inc. (See Notes 9 and 11)

8.   Investment in Operating Leases

     In the fourth  quarter of 2000,  the  Partnership,  through a  consolidated
joint venture,  ICON Aircraft 24846, acquired an aircraft leased to a commercial
airline  for a purchase  price of  $44,515,416,  which  amount  was funded  with
$2,241,371 of cash and $42,274,045 in floating rate non-recourse  notes payable.
The lease,  which expires in March 2003,  provides for rental payment amounts to
match the  non-recourse  floating rate debt obligation  secured by the lease and
the  aircraft  (see Note 9) until March  2003,  at which time the balance of the
related   non-recourse   debt  outstanding  is  scheduled  to  be  approximately
$34,500,000.  Also in the fourth  quarter  of 2000,  the  Partnership  acquired,
through ICON  Cheyenne,  a portfolio of various types of equipment  leased to 33
lessees.  The purchase  price of this  portfolio  totaled  $29,705,716  of which
$11,401,151  was provided in cash and  $18,304,565  was provided in non-recourse
debt.

     In the  first  quarter  of  2001,  the  Partnership  acquired  an  aircraft
simulator  leased  to an  unaffiliated  third  party  for a  purchase  price  of
$13,232,105,  subject to a lease.  Rental  payment  amounts under this lease are
paid  directly  to the  lender  who is  secured  by this  lease and the  related
equipment.  In the second quarter of 2001,  the  Partnership  acquired  aircraft
engine modules,  which are leased to a commercial airline,  for a purchase price
$5,950,000, $1,911,210 of which was provided by a non-recourse note.



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     The investment in operating  leases at December 31, 2001 and 2000 consisted
of the following:

                                                   2001             2000
                                                   ----             ----

Equipment cost, beginning of year              $ 76,284,645    $       --

Equipment acquisitions                           19,182,105      74,221,132
Initial direct costs                                562,699       2,063,513
Equipment dispositions                             (872,881)
                                               ------------    ------------
Equipment cost, end of year                      95,156,568      76,284,645
                                               ------------    ------------

Accumulated depreciation, beginning of year        (111,940)           --
Accumulated depreciation on
  equipment dispositions                            335,991            --
Depreciation expense                            (11,680,535)       (111,940)
                                               ------------    ------------
Accumulated depreciation, end of year           (11,456,484)       (111,940)
                                               ------------    ------------

Investments in operating leases, end of year   $ 83,700,084    $ 76,172,705
                                               ============    ============

     Non-cancelable minimum annual amounts receivable on operating leases are as
follows:

              Year

              2002                      $ 15,888,468
              2003                         8,745,210
              2004                         4,603,922
              2005                         3,894,131
              2006                           727,224
              Thereafter                   1,026,194
                                        ------------

                                        $ 34,885,149

9.   Notes Payable

     Notes payable  non-recourse  consists of $38,945,064  attributable  to ICON
Aircraft  24846,   $10,223,768   attributable  to  ICON  Cheyenne,   $16,767,338
attributable  to  the  Kmart  leases  (see  Notes  7  and  11)  and  $10,916,034
attributable  to other  acquisitions.  The ICON  Aircraft  24846 note  carries a
floating  interest rate of Libor plus 2.25%; the related lease rate adjusts on a
similar basis. The ICON Cheyenne notes carries fixed interest rates ranging from
5.52% to 10.05% and the remaining  notes carry fixed interest rates ranging from
6.27% to 10.00%.  Of the $27,683,372  non-recourse debt discussed above, debt of
$1,911,210  requires  payments of interest  only to June 2004,  followed by four
years where there are no interest payments due until maturity.



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

     Notes  payable also  includes a recourse  note under a line of credit and a
promissory note. The Partnership  originally entered into a $7,000,000  recourse
line of credit agreement with an unaffiliated  lender in November 2000, expiring
November  2001,  at which time it was extended  until  August 2002.  The maximum
amount  available  under  the  line  is  $7,000,000.  This  line  of  credit  is
collateralized  by receivables  and residuals and bears interest at the lender's
prime rate (4.75% at  December  31,  2001) plus one half of 1%. At December  31,
2001,  the  Partnership  had $2,500,000  outstanding  under this line of credit.
Additionally, upon investing in the option to purchase an aircraft (see Note 6),
the Partnership  assumed recourse debt of $400,000,  which bears interest at the
rate of 8.5% per annum and  matures  in May 2012 (or  earlier  if the  option is
exercised earlier).

     The notes payable mature as follows:

               Notes Payable     Note Payable -
Year           Non-Recourse      Line of Credit   Promissory Note     Total
----           ------------      --------------   ---------------     -----

2002           $ 13,625,530       $ 2,500,000       $    -         $16,125,530
2003             44,485,461              -               -          44,485,461
2004              7,113,770              -               -           7,113,770
2005              6,789,131              -               -           6,789,131
2006              2,927,102              -               -           2,927,102
Thereafter        1,911,210              -            400,000        2,311,210
               ------------       -----------       ---------      -----------
               $ 76,852,204       $ 2,500,000       $ 400,000      $79,752,204
               ============       ===========       =========      ===========

10.  Related Party Transactions

     Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the period ended December 31, 2001 and 2000, were
as follows:

                                 2001         2000
                                 ----         ----
Organization and
  offering expenses          $ 1,105,652  $   769,348    Charged to equity
Underwriting commissions       1,060,373      439,627    Charged to equity
Acquisition fees               3,122,207    2,386,693    Capitalized
Management fees                1,344,637       92,140    Charged to operations
Administrative expense
  reimbursements                 572,981       37,441    Charged to operations
                             -----------  -----------

                             $ 7,205,850  $ 3,725,249
                             ===========  ===========



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

     In accordance  with the  Management  Agreement,  the  Partnership  pays the
General Partner acquisition fees of 3% of equipment value acquired,  as defined.
Additionally the General Partner is entitled to management fees based upon lease
rentals (ranging from 1% to 7% depending upon the lease structure). In addition,
the General  Partner is reimbursed for expenses  incurred in connection with the
Partnership's  operations (See note 1 for  information  relating to organization
and offering expenses and underwriting commissions).

     In December 2001 the Partnership  entered into three agreements to purchase
lease  investments  directly or through  joint  ventures  (see Note 4).  Prepaid
acquisition fees totaling  $2,237,025 were paid to General Partner in the fourth
quarter of 2001 with respect to the three proposed  acquisitions,  which amounts
were included in the caption Other assets on the December 31, 2001  consolidated
balance sheet. Two of the purchase agreements  representing  acquisition fees of
$2,123,100 were cancelled and the  acquisition  fees paid to the General Partner
were returned. The above table does not include the prepaid acquisition fees.

11.      Contingencies

(a)      Unit repurchases

     Limited  partners who purchased  units after June 7, 2001 and before August
18, 2001 have the right to require the  Partnership  to  repurchase  their units
within a one-year  period  following  such purchase  since  certain  information
contained  in the  Partnership's  prospectus  used during this period was not as
current as required by the rules of the Securities and Exchange Commission.  The
repurchase  price  would be  equal  to the  offering  price  per  unit  less any
distributions received with respect to such units.  142,049.4793 units were sold
during this period resulting in gross offering proceeds of $14,204,947.93  which
units comprise 18.94% of all units that the  Partnership  sold. If a substantial
number of these limited partners choose to have their units  repurchased and the
Partnership's  available cash were less than the amount needed to repurchase the
units,  the Partnership  would have to sell equipment or borrow in order to fund
these repurchases.  If the Partnership was unable to sell the repurchased units,
the  Partnership's  cash available for investment and reinvestment in additional
equipment  will be  reduced  which  could  impact the  Partnership's  ability to
purchase  additional leased equipment.  There were no units repurchased  through
March 2002.

(b)  Kmart

     Kmart,  Inc.,  with  whom  the  Partnership  has  five  leases,  filed  for
bankruptcy in January 2002.  The  Partnership's  finance  leases with Kmart were
acquired during 2001 for a cost  aggregating  $18,234,262,  comprised of a total
cash  investment of $681,720 and the  assumption of  $17,552,542 of non recourse
debt.  Through April 1, 2002, Kmart has made all scheduled rental payments.  The
bankruptcy  court has not ruled on the  affirmation of the leases as of the date
of this report.



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

12.  Tax Information (Unaudited)

     The following table reconciles net income for financial statement reporting
purposes to income for federal income tax purposes for the period ended December
31, 2001 and 2000:

                                                       2001          2000
                                                       ----          ----

Net income for financial statement
  reporting purposes                              $   820,109    $   291,236
Temporary differences due to:
  Direct finance leases                             3,191,450      1,160,940
  Depreciation                                     (5,717,920)    (1,212,261)
  Tax loss from joint venture                      (3,652,921)          -
  Rent - consolidated joint venture                (6,052,762)          -
  Interest expense - consolidated joint venture     2,629,810         83,585
  Other                                              (341,012)      (337,779)
                                                  -----------    -----------
Partnership loss for federal income
  tax reporting purposes                          $(9,123,246)   $   (14,279)
                                                  ===========    ===========

     As of December 31, 2001,  the partners'  capital  accounts  included in the
financial  statements  totaled  $61,212,600  compared to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $60,337,463  (unaudited).  The
difference  arises primarily from temporary  differences  between net income for
financial  statement  reporting  purposes  and net loss for  federal  income tax
purposes,  such as accelerated  depreciation for tax purposes and the difference
in the tax and  financial  statements  treatment  of finance  leases,  partially
offset by commissions  reported as a reduction in the partners' capital accounts
for  financial  statement  reporting  purposes  but not for  federal  income tax
reporting purposes.



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

13.  Quarterly Financial Data (Unaudited)

     The following  table is a summary of financial data by quarter for the year
ended  December  31, 2001 and the period  from the  Partnership's  inception  on
February 7, 2000 through December 31, 2000:
<TABLE>

                                                                For the Quarters Ended (1)
                                              ------------------------------------------------------------

                                                March 31         June 30,   September 30,     December 31,
                                                --------         -------    ------------      -----------
2001
<S>                                            <C>             <C>           <C>              <C>
     Revenues                                  $4,557,329      $5,096,340    $5,294,812       $5,283,515
                                               ==========      ==========    ==========       ==========

     Net income allocable to
       limited partners                        $   12,880      $  161,882    $    5,692       $  631,454(2)
                                               ==========      ==========    ==========       ==========

     Net income per weighted
       average limited partnership unit        $    0.05       $    0.45     $     0.01       $     1.11
                                               =========       =========     ==========       ==========

2000
     Revenues                                  $   -           $   11,746    $  220,432       $  510,124
                                               ==========      ==========    ==========       ==========

     Net income allocable to
       limited partners                        $   -           $   11,629    $   95,964       $  180,731
                                               ==========      ==========    ==========       ==========

     Net income per weighted
       average limited partnership unit        $   -           $    0.62     $     1.33       $     0.23
                                               ==========      =========     ==========       ==========
</TABLE>


(1)  The  Partnership's  date of inception was February 7, 2000,  but operations
     did not begin until June 14, 2000, its initial closing date.

(2)  The fourth quarter of 2001 included approximately $327,000 of gain from the
     sale of a joint venture interest to an affiliate (See note 3).



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

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

     None

PART III

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

     The General  Partner,  a Connecticut  corporation,  was formed in 1985. The
General Partner's  principal offices are located at 100 Fifth Avenue,  New York,
New York 10011, and its telephone number is (212) 418-4700.  The officers of the
General  Partner have  extensive  experience  with  transactions  involving  the
acquisition,   leasing,  financing  and  disposition  of  equipment,   including
acquiring  and  disposing  of  equipment  subject to leases  and full  financing
transactions.

     The  manager of the  Partnership's  business is the  General  Partner.  The
General  Partner is engaged in a broad range of equipment  leasing and financing
activities.  Through  its  sales  representatives  and  through  various  broker
relationships  throughout the United States,  the General Partner offers a broad
range of equipment leasing services.

     The General Partner performs certain  functions  relating to the management
of the equipment of the  Partnership.  Such services  include the  collection of
lease  payments  from the  lessees  of the  equipment,  re-leasing  services  in
connection  with  equipment  which is off-lease,  inspections  of the equipment,
liaison with and general  supervision of lessees to assure that the equipment is
being properly operated and maintained, monitoring performance by the lessees of
their obligations under the leases and the payment of operating expenses.

     The officers and directors of the General Partner are as follows:

Beaufort J.B. Clarke            Chairman, Chief Executive Officer and Director

Paul B. Weiss                   President and Director

Thomas W. Martin                Executive Vice President and Director

     Beaufort J. B. Clarke,  age 55, has been Chairman,  Chief Executive Officer
and Director of the General Partner since 1996.  Prior to his present  position,
Mr. Clarke was founder and the President and Chief Executive  Officer of Griffin
Equity Partners,  Inc. Mr. Clarke was an attorney with Shearman and Sterling and
has over 20 years of senior  management  experience in the United States leasing
industry.

     Paul B. Weiss,  age 41, is President  and Director of the General  Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations  with the General  Partner since 1996,  Griffin Equity Partners (as
Executive Vice President from 1993-1996);  Gemini Financial  Holdings (as Senior
Vice  President-Portfolio  Acquisitions  from  1991-1993)  and  Pegasus  Capital
Corporation (as Vice  President-Portfolio  Acquisitions from 1988-1991).  He was
previously an investment banker and a commercial banker.


<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

     Thomas W. Martin,  age 48, has been Executive Vice President of the General
Partner since 1996. Prior to his present position,  Mr. Martin was the Executive
Vice  President and Chief  Financial  Officer of Griffin Equity  Partners,  Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice  President-Syndications from 1985-1992). Mr.
Martin has 17 years of senior management experience in the leasing business.

Item 11.  Executive Compensation

     The Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the period ended December, 31, 2001.
<TABLE>

     Entity               Capacity        Type of Compensation     2001       2000
     ------               --------        --------------------     ----       ----
<S>                    <C>               <C>                      <C>        <C>

ICON Capital Corp.     General Partner  Organization and
                                         offering expenses      $1,105,652   $  769,348
ICON Securities Corp.  Dealer-Manager   Underwriting
                                         commissions             1,060,373      439,627
ICON Capital Corp.     Manager          Acquisition fees         3,122,207    2,386,693
ICON Capital Corp.     General Partner  Management fees          1,344,637       92,140
ICON Capital Corp.     General Partner  Administrative expense
                                         reimbursements            572,981       37,441
                                                                ----------   ----------

                                                                $7,205,850   $3,725,249
                                                                ==========   ==========
</TABLE>

     In December 2001 the Partnership  entered into three agreements to purchase
agreements to purchase  lease  investments  directly on the joint  ventures (see
Note 4, Cash Held in Escrow).  Acquisition fees totaling $2,237,025 were paid to
General   Partners  in  the  fourth  quarter  of  2001  with  respect  to  these
acquisitions,  which  amounts were  included in the caption  Other assets on the
December 31, 2001  consolidated  balance sheet.  Two of the purchase  agreements
representing  acquisition  fees of  $2,123,100  were never  consummated  and the
acquisition fees paid to the general partner were returned. The above table does
not include the acquisition fees refunded in 2002.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)  The Partnership is a limited partnership and therefore does not have voting
     shares of stock.  No person of record owns, or is known by the  Partnership
     to own  beneficially,  more  than  5% of any  class  of  securities  of the
     Partnership.

(b)  As of March 31, 2001,  Directors and Officers of the General Partner do not
     own any equity securities of the Partnership.



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

(c) The General Partner owns the equity securities of the Partnership set forth
in the following table:

    Title                         Amount Beneficially                   Percent
  of Class                               Owned                         of Class
  --------          ----------------------------------------------     --------
General Partner     Represents initially a 1% and potentially a          100%
  Interest          10% interest in the Partnership's income, gain
                    and loss deductions.

Item 13.  Certain Relationships and Related Transactions

     None other than those  disclosed  in Item 11 herein and in note 3, 4 and 10
to the Financial Statements.

PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)  1.  Financial Statements - See Part II, Item 8 hereof.

     2.  Financial Statement Schedule - None.

          Schedules  not listed  above have been  omitted  because  they are not
          applicable or are not required or the  information  required to be set
          forth  therein  is  included  in the  Financial  Statements  or  Notes
          thereto.

     3.  Exhibits - The following exhibits are incorporated herein by reference:

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

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

(b)  Reports on Form 8-K

     No  reports on Form 8-K were filed by the  Partnership  during the  quarter
ended December 31, 2001.



<PAGE>


                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                December 31, 2001

                                   SIGNATURES

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

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


Date: April 15, 2002              /s/ Beaufort J.B. Clarke
                                  ----------------------------------------------
                                  Beaufort J.B. Clarke
                                  Chairman, Chief Executive Officer and Director

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

ICON Capital Corp.
sole General Partner of the Registrant

Date:  April 15, 2002             /s/ Beaufort J.B. Clarke
                                  ----------------------------------------------
                                  Beaufort J.B. Clarke
                                  Chairman, Chief Executive Officer and Director


Date:  April 15, 2002             /s/ Paul B. Weiss
                                  ----------------------------------------------
                                  Paul B. Weiss
                                  President and Director


Date:  April 15, 2002             /s/ Thomas W. Martin
                                  ----------------------------------------------
                                  Thomas W. Martin
                                  Executive Vice President
                                  (Principal Financial and Accounting Officer)


Supplemental  Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrant Which have not Registered  Securities Pursuant to
Section 12 of the Act
--------------------------------------------------------------------------------

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