UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





þ
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended December 31,
      2009ORo
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934




For the
transitional period from ____________________to __________________


Commission
file number:  333-54011




ICON Income
Fund Eight A L.P. Liquidating Trust


(Exact
name of registrant as specified in its charter)




Delaware
            
            26-6785739(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)100
      Fifth Avenue, 4th
      Floor
              New
      York, New York
            
            10011-1505(Address
      of principal executive offices)
            
            (Zip
      Code)





(212)
418-4700
 (Registrant’s
telephone number, including area code)
  Securities
registered pursuant to Section 12(b) of the Act:  None
  Securities
registered pursuant to Section 12(g) of the Act:  None
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes     No þ
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.*Yes     No 
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.* Yes     No 
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 Yes     No

  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  þ
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated
filer,”  “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.
 
 Large
accelerated filer       Accelerated filer
  Non-accelerated filer  þ      Smaller
reporting company 
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).Yes
    No þ
  State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter:  Not
applicable.  There is no established market for
the beneficial interests of the registrant.
  Number of
outstanding beneficial interests of the registrant on March 19, 2010 is
735,092.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 None.
 
 *ICON
Income Fund Eight A L.P. Liquidating Trust is the transferee of the assets and
liabilities of ICON Income Fund Eight A L.P. and files reports under the
Commission file number for ICON Income Fund Eight A L.P., which filed a Form 15
on March 16, 2009, indicating its notice of termination of registration and
filing requirements.











Table of Contents


PageStatement of Net Assets (Liquidation Basis) at December
      31, 2009 (unaudited)
            1Statement
      of Changes in Net Assets (Liquidation Basis) for the Period from March 16,
      2009(Commencement
      of Operations) through December 31, 2009(unaudited)
            2Statement
      of Cash Flows (Liquidation Basis) for the Period from March 16, 2009(Commencement
      of Operations) through December 31, 2009(unaudited)
            3Notes to Financial Statements
      (unaudited)
            4Signatures
            9Certification of Co-Chief Executive
      Officer
            10Certification of Co-Chief Executive
      Officer
            11Certification of Chief Financial
    Officer
            12






Table of Contents




ICON Income Fund Eight A L.P. Liquidating
      Trust(A
      Delaware Statutory Trust)Statement
      of Net Assets (Liquidation Basis)(unaudited)AssetsDecember
      31,2009Current
      assetsCash
              
              $
              229,616Total
      current assets
              
              
              229,616Non-current
      assetsInvestment
      in joint venture
              
              
              608,831Other
      non-current assets
              
              
              171,904Total
      non-current assets
              
              
              780,735Total
      Assets
              
              
              1,010,351LiabilitiesCurrent
      liabilitiesCurrent
      portion of non-recourse term loan
              
              
              594,597Accrued
      expenses and other current liabilities
              
              
              25,146Total
      Liabilities
              
              
              619,743Commitments
      and contingenciesNet
      Assets in Liquidation
              
              $
              390,608
   See
accompanying notes to financial statements.
 1
 Table of Contents
 
  ICON Income Fund Eight A L.P. Liquidating
      Trust(A
      Delaware Statutory Trust)Statement
      of Changes in Net Assets (Liquidation Basis)(unaudited)For
      the period from March 16, 2009(Commencement
      of Operations)through December 31, 2009Revenue:Income
      from investment in joint venture
              
              $
              168,028Interest
      and other income
              
              
              95,185Total
      revenue
              
              
              263,213Expenses:Interest
              
              
              92,064General
      and administrative
              
              
              92,733Total
      expenses
              
              
              184,797Net
      income
              
              
              78,416Distribution
      of assets to beneficiaries
              
              
              (454,793
              )Net
      Assets in Liquidation at March 16, 2009
              
              
              766,985Net
      Assets in Liquidation at December 31, 2009
              
              $
              390,608
 
 See
accompanying notes to financial statements.
 2
 Table of Contents
 
 
 ICON Income Fund Eight A L.P. Liquidating
    Trust(A
      Delaware Statutory Trust)Statement
      of Cash Flows (Liquidation Basis)(unaudited)For
      the period from March 16, 2009(Commencement
      of Operations)through December 31, 2009Cash
      flows from operating activities:Net
      income
              
              $
              78,416Adjustments
      to reconcile net income to net cash used inoperating
      activities:Income
      from investment in joint venture
              
              
              (168,028
              )Changes
      in operating assets and liabilities:Other
      assets
              
              
              (3,780
              )Due
      to affiliates
              
              
              (468,307
              )Accrued
      expenses and other current liabilities
              
              
              360Distributions
      from joint venture
              
              
              168,028Net
      cash used in operating activities
              
              
              (393,311
              )Cash
      flows from investing activities:Distributions
      received from joint venture
              
              
              299,598Net
      cash provided by investing activities
              
              
              299,598Cash
      flows from financing activities:Cash
      distributions to partners
              
              
              (454,793
              )Repayment
      of non-recourse term loan
              
              
              (351,758
              )Net
      cash used in financing activities
              
              
              (806,551
              )Net
      decrease in cash
              
              
              (900,264
              )Cash,
      beginning of period
              
              
              1,129,880Cash,
      end of period
              
              $
              229,616For
      the period from March 16, 2009(Commencement
      of Operations)through December 31, 2009Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
              
              $
              89,241Transfer
      of Net Assets from ICON Income Fund Eight A L.P.to
      ICON Income Fund Eight A L.P. Liquidating Trust
              
              $
              766,985


See
accompanying notes to financial statements.
 3
 Table of Contents
 ICON Income Fund Eight A L.P. Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 December
31, 2009
 (unaudited)
 
 (1)
                Purpose
      of Liquidating Trust
 
 ICON
Income Fund Eight A L.P. Liquidating Trust, a Delaware Statutory Trust, was
formed on February 18, 2009 (the “Liquidating Trust”). The Liquidating Trust is
governed by a Liquidating Trust Agreement that appointed ICON Capital Corp. as
managing trustee of the Liquidating Trust (the “Managing Trustee”). The
Liquidating Trust’s two assets are an investment in ICON Global Crossing, LLC
and an interest in the rights to the profits, losses and cash flows
from an entity that has an investment in North Sea (Connecticut) Limited
Partnership (“North Sea”), if and when received.  These assets
were transferred to the Liquidating Trust from ICON Income Fund Eight A L.P.
(“Fund Eight A”) as of March 16, 2009 (Commencement of Operations) in order
to reduce the expenses incurred by Fund Eight A and to maximize potential
distributions to investors. As there is no equity in a Liquidating Trust, no
statements of changes in members’ equity are presented.  On March 16,
2009, all general and limited partnership interests in Fund Eight A were
exchanged for an equal number of beneficial interests in the Liquidating
Trust.
 
 (2)
                Summary
      of Significant Accounting Policies
 
 Basis of
Presentation
 
 The
accompanying financial statements of the Liquidating Trust have been prepared in
accordance with U.S. generally accepted accounting principles (“US
GAAP”). The
financial statements include the accounts of the Liquidating Trust.
 
 The
Liquidating Trust accounts for its noncontrolling interests in joint ventures
where the Liquidating Trust has influence over financial and operational
matters, generally 50% or less ownership interest, under the equity method of
accounting. In such cases, the Liquidating Trust's original investments are
recorded at cost and adjusted for its share of earnings, losses and
distributions.  The Liquidating Trust accounts for investments in
joint ventures where the Liquidating Trust has virtually no influence over
financial and operational matters using the cost method of
accounting.  In such cases, the Liquidating Trust's original
investments are recorded at cost and any distributions received are recorded as
revenue.
 
 Cash
 
 The
Liquidating Trust's cash is held principally at one financial institution and at
times may exceed insured limits. The Liquidating Trust has placed these funds in
a high quality institution in order to minimize risk relating to exceeding
insured limits.
 
 Income
Taxes
 
 The
Liquidating Trust is taxed as a partnership for federal and State income tax
purposes.  No provision for income taxes has been recorded since the
liability for such taxes is that of each of the individual beneficiaries rather
than the Liquidating Trust. The Liquidating Trust's income tax returns are
subject to examination by the federal and State taxing authorities, and changes,
if any, could adjust the individual income tax of the
beneficiaries.
 
  4
 Table of Contents
 ICON
Income Fund Eight A L.P. Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 December
31, 2009
 (unaudited)
  (2)
                Summary
      of Significant Accounting Policies -
continued
 
 Recently
Adopted Accounting Pronouncements
 
 In 2009,
the Liquidating Trust adopted the accounting pronouncement regarding the general
standards of accounting for, and disclosure of, events that occur after the
statement of net assets date but before the financial statements are issued.
This pronouncement was effective prospectively for interim and annual reporting
periods ending after June 15, 2009. The adoption of this accounting
pronouncement did not have a significant impact on the Liquidating Trust’s
financial statements.
 
 In 2009,
the Liquidating Trust adopted Accounting Standards Codification 105, “Generally
Accepted Accounting Principles,” which establishes the Financial Accounting
Standards Board Accounting Standards Codification (the “Codification”), which
supersedes all existing accounting standard documents and is the single source
of authoritative non-governmental US GAAP.  All other accounting
literature not included in the Codification is considered
non-authoritative.  This accounting standard is effective for interim
and annual periods ending after September 15, 2009.  The Codification
did not change or alter existing US GAAP and it did not result in a change in
accounting practices for the Liquidating Trust upon adoption.  The
Liquidating Trust has conformed its financial statements and related notes to
the new Codification for the period from March 16, 2009 (Commencement of
Operations) through December 31, 2009.
 
 (3)
                Investment
      in Joint Venture
 
 ICON
Global Crossing, LLC
 
 On
November 17, 2005, Fund Eight A, along with ICON Income Fund Ten, LLC (“Fund
Ten”) and ICON Leasing Fund Eleven, LLC (“Fund Eleven”), both affiliates of the
Managing Trustee, formed ICON Global Crossing, LLC (“ICON Global Crossing”),
with original ownership interests of 12%, 44% and 44%, respectively, to purchase
telecommunications equipment. On March 31, 2006, Fund Eleven made an additional
capital contribution of approximately $7,734,000 to ICON Global Crossing, which
changed the ownership interests for Fund Eight A, Fund Ten and Fund Eleven to
7.99%, 30.62% and 61.39%, respectively.  The total capital
contributions made to ICON Global Crossing as of December 31, 2006 were
approximately $25,131,000, of which Fund Eight A’s share was approximately
$2,008,000.
 
 During
February and April 2006, ICON Global Crossing purchased telecommunications
equipment subject to a lease with Global Crossing Telecommunications, Inc.
(“Global Crossing”).  The purchase price, inclusive of initial direct
costs, was approximately $25,278,000.  The equipment is subject to a
48-month lease that commenced on April 1, 2006.
 
 On
February 13, 2009, Fund Eight A monetized its interest in ICON Global Crossing
by issuing a non-recourse note to AIM Financial Corporation (“AIM”), an
unaffiliated party, in the amount of approximately $980,000, which amount
represented the discounted present value of the future rental streams Fund Eight
A expected to receive with respect to its interest in the joint venture.
Interest on the unpaid principal balance of the note accrues at a rate of 15%
per year. In the event of a default, interest on the unpaid principal balance of
the note will accrue at 17% per year.  The non-recourse note matures
on April 5, 2010.
 
 On March
1, 2009, Fund Eight A distributed to its limited partners approximately
$900,000, or approximately $1.22 per unit of limited partnership interest, in
proceeds received from monetizing its investment in Global
Crossing.
 
 
 
  5
 Table of Contents
 ICON
Income Fund Eight A L.P. Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 December
31, 2009
 (unaudited)
  (3)
                Investment
      in Joint Venture - continued
 
 On
September 30, 2009, ICON Global Crossing sold certain telecommunications
equipment on lease to Global Crossing back to it for a purchase price of
$5,493,000 and removed the equipment from the Global Crossing
lease.  The transaction was effected in order to redeem Fund Eleven’s
61.39% ownership interest in ICON Global Crossing.  The sale proceeds
have been paid to Fund Eleven and its ownership interest in ICON Global Crossing
was assigned 12.7% to the Liquidating Trust and 48.69% to Fund Ten, which
adjusted the Liquidating Trust’s and Fund Ten’s ownership interests in ICON
Global Crossing to 20.69% and 79.31%, respectively.
 
 (4)
                Interest in
      Energy Equipment
 
 The
Liquidating Trust has a right in and to 0.8% of the profits, losses, and cash
flows from an affiliate's limited partnership interest in North Sea,
an entity that owns a 100% interest in a mobile offshore drilling rig that is
subject to lease with Rowan Companies, Inc. (the “Charterer”).
 
 The
Charterer had entered into a charter with the owner trustee of the drilling rig,
which had a semi-annual charter hire of approximately $2,600,000 during the
fixed rate renewal term, which was scheduled to expire on March 15,
2008.
 
 On
October 5, 2005, the Charterer notified the owner trustee of the rig that an
“Event of Loss” occurred with respect to the rig in September 2005 as a result
of Hurricane Rita.  The charter provides that the Charterer will pay
to the lender (and upon satisfaction of all of the debt outstanding, to the
owner trustee on behalf of North Sea) an amount equal to the “Stipulated Loss
Value” of the rig.  The “Stipulated Loss Value” of the rig is
determined according to the terms of the charter between the Charterer and the
owner trustee of the rig.
 
 In
November 2005, the Charterer commenced a declaratory judgment action in Texas
State Court requesting that the court declare, among other things, that
“Stipulated Loss Value” should be determined by “the value estimated in advance”
of the renewal term of the charter, which amount was never documented or agreed
upon by the parties.  North Sea immediately filed a counterclaim against
the Charterer to, among other things, have the charter enforced in accordance
with its terms, and the owner trustee of the rig initiated the appraisal
procedure required under the charter.  The appraisal procedure was
completed and it was determined that the “Stipulated Loss Value” of the rig at
the end of the charter was $80,235,317.
 
 On or
about May 22, 2006, the Charterer paid to North Sea (i) the March 2006 charter
hire payment and (ii) the component of the “Stipulated Loss Value” of the rig
represented by the present value of the remaining charter hire payments due to
the lender, which amounts were used to fully satisfy the approximately
$9,300,000 of outstanding non-recourse debt on the rig. On September 1, 2006,
the Charterer and North Sea each filed motions for complete summary
judgment.  On March 7, 2007, the Texas State Court issued its final
judgment and an order of severance and consolidation with respect to the
parties’ summary judgment motions.  In its final judgment, the Texas
State Court (i) granted all of North Sea’s summary judgment motions that support
the court’s related order for the Charterer to pay North Sea the approximately
$60 million plus interest thereon that North Sea claimed as its damages, as well
as $500,000 in attorneys’ fees, (ii) denied all of North Sea’s other summary
judgment motions, except for those that were severed pursuant to the order of
severance and consolidation, and (iii) denied all of the Charterer’s summary
judgment motions.
 
 The
Charterer appealed the Texas State Court’s judgment and filed its appeals brief
on November 7, 2007.  On March 31, 2009, by a two to one decision of the
appellate panel, the Court of Appeals rendered its decision to reverse the Texas
State Court’s decision.  On February 4, 2010, the Texas Court of Appeals
denied North Sea’s motions for rehearing and reconsideration.  The Managing
Trustee strongly disagrees with the decision of the appellate panel and
continues to believe its interpretation of the charter agreement with the
Charterer and the Texas State Court’s decision are both correct.  To that
end, North Sea filed a petition to review the Court of Appeals decision in the
Texas Supreme Court on March 22, 2010.
  6
 Table of Contents
 ICON
Income Fund Eight A L.P. Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 December
31, 2009
 (unaudited)
  (4)
                Interest in
      Energy Equipment -
      continued
  The
Managing Trustee and the other North Sea partners are working vigorously to have
the Court of Appeals’ decision reconsidered and, if necessary, overturned as
soon as practicable. While it is not possible at this stage to determine the
likelihood of the outcome of the litigation, the Managing Trustee and the other
North Sea partners believe that the Texas State Court’s decision is correct and
the Managing Trustee is working with the other North Sea partners to vigorously
pursue its claims and defend the court’s decision. Although the court initially
ruled in North Sea’s favor, the final outcome of any appeal is uncertain. The
appeals process may span several more years, during which time the Liquidating
Trust expects to incur additional expenses and legal fees. If the Texas State
Court’s decision is ultimately reversed on appeal, the matter could be remanded
to the Texas State Court and could proceed to trial, which would further delay a
resolution of the dispute.  A trial would require the Liquidating
Trust and the other North Sea partners to devote significant resources,
including substantial time and money, to the pursuit of North Sea’s
claims.  There is no certainty that a trial will result in a favorable
verdict.  If the Charterer prevails on appeal, it is anticipated that
such a verdict would have a material adverse effect on the cash available for
distribution to the beneficiaries of the Liquidating Trust.
 
 As of
December 31, 2009, the interest was approximately $168,000 and is included in
other non-current assets in the accompanying statement of net
assets.
 
 (5)
                Controls
      and Procedures
 
 Evaluation of disclosure controls
and procedures
 
 In
connection with the preparation of this Annual Report on Form 10-K for the
period from March 16, 2009 (Commencement of Operations) through December 31,
2009, as well as the financial statements for our Managing Trustee, our Managing
Trustee carried out an evaluation, under the supervision and with the
participation of the management of our Managing Trustee, including its Co-Chief
Executive Officers and the Chief Financial Officer, of the effectiveness of the
design and operation of our Managing Trustee’s disclosure controls and
procedures as of the end of the period covered by this report pursuant to the
Securities Exchange Act of 1934, as amended. Based on the foregoing evaluation,
the Co-Chief Executive Officers and the Chief Financial Officer concluded that
our Managing Trustee’s disclosure controls and procedures were
effective.
 
 In
designing and evaluating our Managing Trustee’s disclosure controls and
procedures, our Managing Trustee recognized that disclosure controls and
procedures, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the disclosure
controls and procedures are met.  Our Managing Trustee’s disclosure
controls and procedures have been designed to meet reasonable assurance
standards. Disclosure controls and procedures cannot detect or prevent all error
and fraud. Some inherent limitations in disclosure controls and procedures
include costs of implementation, faulty decision-making, simple error and
mistake. Additionally, controls can be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of
the controls. The design of any system of controls is based, in part, upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
anticipated and unanticipated future conditions. Over time, controls may become
inadequate because of changes in conditions, or the degree of compliance with
established policies or procedures.
  7
 Table of Contents
 ICON
Income Fund Eight A L.P. Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 December
31, 2009
 (unaudited)
  (5)
                Controls
      and Procedures - continued
  Our
Managing Trustee’s Co-Chief Executive Officers and Chief Financial Officer have
determined that no weakness in disclosure controls and procedures had any
material effect on the accuracy and completeness of our financial reporting and
disclosure included in this Annual Report on Form 10-K.
 
 Evaluation
of internal control over financial reporting
 
 Our
Managing Trustee is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities
Exchange Act of 1934, as amended, as a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
Liquidating Trust; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Liquidating Trust are being made only in accordance with
authorizations of management and directors of the Liquidating Trust; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Liquidating Trust's assets
that could have a material effect on the financial statements.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risks that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
 
 Our
Managing Trustee assessed the effectiveness of its internal control over
financial reporting as of December 31, 2009. In making this assessment, our
Managing Trustee used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”) in “Internal Control —
Integrated Framework.”
 
 Based on
its assessment, our Managing Trustee believes that, as of December 31, 2009, its
internal control over financial reporting is effective.
  (6)
                  Subsequent
      Events
  On March
17, 2010, the Liquidating Trust, through its wholly-owned subsidiary, ICON
Global Crossing, and Global Crossing agreed to extend the lease which was set to
expire on March 31, 2010.  The lease is now scheduled to expire on
March 31, 2011.  In connection with the extension, ICON Global Crossing and
Global Crossing agreed to fix the purchase option at $1 for each schedule of
equipment.
 8
 Table of Contents
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 ICON
Income Fund Eight A L.P. Liquidating Trust
 (Registrant)
 
 By: ICON
Capital Corp.
 (Managing
Trustee of the Registrant)
  March 24,
2010
 By:
      /s/ Michael A.
      ReisnerMichael
      A. ReisnerCo-Chief
      Executive Officer and Co-President
                    (Co-Principal
      Executive Officer)
 By:
      /s/ Mark
      GattoMark
      GattoCo-Chief
      Executive Officer and Co-President
                    (Co-Principal
      Executive Officer)
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
  ICON Income Fund Eight A
L.P. Liquidating Trust
 (Registrant)
 
 By: ICON
Capital Corp.
 (Managing
Trustee of the Registrant)
 
 March 24,
2010
  By:
      /s/ Michael A.
      ReisnerMichael
      A. ReisnerCo-Chief
      Executive Officer and Co-President and Director
                  (Co-Principal
      Executive Officer)
 By:
      /s/ Mark
      GattoMark
      GattoCo-Chief
      Executive Officer and Co-President and Director
                    (Co-Principal
      Executive Officer)
 By:
      /s/ Anthony J.
      BrancaAnthony
      J. BrancaChief
      Financial Officer
                  (Principal
      Accounting and Financial Officer)
  Supplemental
Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the
Act by Registrants Which
Have Not Registered Securities Pursuant to Section 12 of the Act.
 
 No annual
report or proxy material has been sent to security holders.
   9
 Table of Contents




CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER
 PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
  I,
Michael A. Reisner, certify that:
  1. I have
reviewed this Annual Report on Form 10-K of ICON Income Fund Eight A L.P.
Liquidating Trust (the “Liquidating Trust”);
  2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
  3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, changes in financial condition and cash flows of the Liquidating
Trust as of, and for, the periods presented in this report;
  4. The
Liquidating Trust’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
Liquidating Trust and have:
 
 a.
                  designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the Liquidating Trust, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;
 
 b.
                  designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;
 
 c.
                  evaluated
      the effectiveness of the Liquidating Trust's disclosure controls and
      procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation;
      and
 
 d.
                  disclosed
      in this report any change in the Liquidating Trust’s internal control over
      financial reporting that occurred during the Liquidating Trust’s most
      recent fiscal year that has materially affected, or is reasonably
      likely to materially affect, the Liquidating Trust’s internal control over
      financial reporting; and
  5. This
report discloses, based on our most recent evaluation of internal control
over financial reporting:
  a.
                  all
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Liquidating Trust’s ability to
      record, process, summarize and report financial information;
      and
  b.
                    any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the Liquidating Trust’s internal
      control over financial
reporting.
  Date:March24, 2010
 
 /s/
Michael A. Reisner
 Michael
A. Reisner
 Co-Chief
Executive Officer and Co-President
 ICON
Capital Corp.
 Managing
Trustee of ICON Income Fund Eight A L.P. Liquidating Trust
 10
 Table of Contents
  CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER
 PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
  I, Mark
Gatto, certify that:
  1. I have
reviewed this Annual Report on Form 10-K of ICON Income Fund Eight A
L.P. Liquidating Trust (the “Liquidating Trust”);
  2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
  3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, changes in financial condition and cash flows of the
Liquidating Trust as of, and for, the periods presented in this
report;
  4. The
Liquidating Trust’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
Liquidating Trust and have:
 
 a.
                      designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the Liquidating Trust, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;
 
 b.
                      designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;
 
 c.
                      evaluated
      the effectiveness of the Liquidating Trust's disclosure controls and
      procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation;
      and
 
 d.
                      disclosed
      in this report any change in the Liquidating Trust’s internal control over
      financial reporting that occurred during the Liquidating Trust’s most
      recent fiscal year that has materially affected, or is reasonably
      likely to materially affect, the Liquidating Trust’s internal control over
      financial reporting; and
  5. This
report discloses, based on our most recent evaluation of internal control
over financial reporting:
  a.
                      all
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Liquidating Trust’s ability to
      record, process, summarize and report financial information;
      and
 b.
                        any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the Liquidating Trust’s internal
      control over financial
reporting.
 Date:March24, 2010
 
 /s/ Mark
Gatto
 Mark
Gatto
 Co-Chief
Executive Officer and Co-President
 ICON
Capital Corp.
 Managing
Trustee of ICON Income Fund Eight A L.P. Liquidating Trust
  11
 Table of Contents
  CERTIFICATION OF CHIEF FINANCIAL OFFICER
 PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
 I,
Anthony J. Branca, certify that:
  1. I have
reviewed this Annual Report on Form 10-K of ICON Income Fund Eight A L.P.
Liquidating Trust (the “Liquidating Trust”);
  2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
  3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, changes in financial condition and cash flows of the Liquidating
Trust as of, and for, the periods presented in this report;
  4. The
Liquidating Trust’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
Liquidating Trust and have:
 
 a.
                        designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure
      that material information relating to the Liquidating Trust, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this report is being
      prepared;
 
 b.
                        designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;
 
 c.
                        evaluated
      the effectiveness of the Liquidating Trust's disclosure controls and
      procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of
      the period covered by this report based on such evaluation;
      and
 
 d.
                        disclosed
      in this report any change in the Liquidating Trust’s internal control over
      financial reporting that occurred during the Liquidating Trust’s most
      recent fiscal year that has materially affected, or is reasonably likely
      to materially affect, the Liquidating Trust’s internal control over
      financial reporting; and
  5. This
report discloses, based on our most recent evaluation of internal control
over financial reporting:
  a.
                        all
      significant deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting which are
      reasonably likely to adversely affect the Liquidating Trust’s ability to
      record, process, summarize and report financial information;
      and
  b.
                          any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the Liquidating Trust’s internal
      control over financial
reporting.
  Date:March24, 2010
 
 /s/
Anthony J. Branca
 Anthony
J. Branca
 Chief
Financial Officer
 ICON
Capital Corp.
 Managing
Trustee of ICON Income Fund Eight A L.P. Liquidating Trust
    12