UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

     [x]  Annual  Report  Pursuant  to  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934 for the fiscal year ended          December 31, 2005
                                       or

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

Commission File Number                         333-54011
                       ---------------------------------------------------------

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

                  Delaware                                     13-4006824
--------------------------------------------         ---------------------------
         (State or other jurisdiction of                    (I.R.S. Employer
         incorporation or organization)                  Identification Number)

100 Fifth Avenue, 4th Floor, New York, New York                 10011
--------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)

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

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

Securities registered pursuant to Section 12(g) of the Act:  Units of limited
                                                             partnership
                                                             interests

Indicate by check mark whether the registrant is a well-known  seasoned  issuer,
as defined in Rule 405 of the Security Act. [ ] Yes [x] No

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

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x] Yes [ ] No

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer.  See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the  Exchange  Act.  Large
accelerated filer [ ] Accelerated filer [ ]Non-accelerated filer [x]

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last day of the registrant's most recently  completed second fiscal quarter:
Not applicable. There is no established market for the limited partnership units
of the registrant.

Number of outstanding  limited  partnership units of the registrant on March 15,
2006 is 736,232.

                       Documents Incorporated by Reference
None.

<PAGE>


<TABLE>
<CAPTION>

                                Table of Contents

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

Item 1A.   Risk Factors                                                                       4

Item 1B.   Unresolved Staff Comments                                                          7

Item 2.    Properties                                                                         8

Item 3.    Legal Proceedings                                                                  8

Item 4.    Submission of Matters to a Vote of Security Holders                                8

                                     PART II

Item 5.    Market for the Registrant's Securities and Related Security Holder Matters         8

Item 6.    Selected Consolidated Financial Data                                               9

Item 7.    General Partner's Discussion and Analysis of Financial Condition and Results of
           Operations                                                                        10

Item 7A.   Qualitative and Quantitative Disclosures About Market Risk                        18

Item 8.    Consolidated Financial Statements                                                 19

Item 9.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure                                                          42

Item 9A.   Controls and Procedures                                                           42

Item 9B.   Other Information                                                                 42

                                    PART III

Item 10.   Directors and Executive Officers of the Registrant's General Partner              43

Item 11.   Executive Compensation                                                            44

Item 12.   Security Ownership of Certain Beneficial Owners and General Partner
           and Related Security Holder Matters                                               44

Item 13.   Certain Relationships and Related Transactions                                    44

Item 14.   Principal Accountant Fees and Services                                            45

                                     PART IV

Item 15.   Exhibits and Financial Statement Schedules                                        45

SIGNATURES                                                                                   46

</TABLE>


<PAGE>

                                     PART I

Forward-Looking Statements

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

Item 1. Business

     Our History

     ICON Income  Fund Eight A L.P.  (the  "Partnership")  was formed on July 9,
1997 as a Delaware  limited  partnership.  The  Partnership  will continue until
December 31, 2017, unless terminated sooner. When used in this report, the terms
"we," "us" and "ours" refers to the Partnership.

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

     Our maximum offering was $75,000,000 and we commenced  business  operations
on our initial  closing  date,  October 14, 1998,  with the  admission of 12,000
limited  partnership  units  representing  $1,200,000 of capital  contributions.
Between  October  15,  1998 and May 17,  2000,  the date of our  final  closing,
737,965 additional limited partnership units were sold representing  $73,796,504
of  capital  contributions  bringing  the total  admission  to  749,965  limited
partnership  units  representing  $74,996,504 of capital  contributions.  In the
period from May 17, 2000 through  December 31, 2005, we redeemed  13,083 limited
partnership  units.  At December 31, 2005,  we had 736,882  limited  partnership
units outstanding.

     Our Business

     We are an equipment leasing fund. Our principal  investment objective is to
obtain the maximum  economic  return from our investments for the benefit of our
partners.  To achieve this objective we: (i) acquired a diversified portfolio of
equipment   leases  and   financing   transactions;   (ii)  made   monthly  cash
distributions to our partners  commencing with each partner's  admission,  (iii)
re-invested  substantially all undistributed  cash from operations and cash from
sales of equipment and financing  transactions  during the reinvestment  period;
and (iv) will dispose of our  investments  and distribute the cash from sales of
such investments to our partners during the liquidation  period,  which began on
December 20, 2005.

     With the  proceeds  from  the sale of our  limited  partnership  units,  we
primarily engage in the business of acquiring equipment subject to lease and, to
a lesser  degree,  acquiring  ownership  rights to items of leased  equipment at
lease  expiration.  Some of our  equipment  leases are acquired for cash and are
expected to provide current cash flow, which we refer to as "income" leases. The
majority of the purchase  price of our other  equipment  leases is financed,  so
these leases will generate little or no current cash flow because  substantially
the entire rental payments received from a lessee is paid to a lender. For these
"growth"  leases,  we anticipate  that the future value of the leased  equipment
will exceed the cash portion of the purchase price paid for the equipment.

                                       1
<PAGE>

     We have  invested  most of the net  proceeds  from our offering in items of
equipment  that are subject to a lease.  After the net  offering  proceeds  were
invested,  additional  investments  were made with the cash  generated  from our
initial investments to the extent that cash is not needed for expenses, reserves
and  distributions to partners.  The investment in additional  equipment in this
manner is called  "reinvestment." We purchased equipment from time to time until
five years from the date we completed  our  offering.  This time frame is called
the  "reinvestment  period,"  which  ended  on  December  20,  2005.  After  the
reinvestment  period, we will begin selling our assets in the ordinary course of
business during a time frame called the "liquidation period."

     If we believe it would  benefit our  partners to reinvest  our cash flow in
equipment during the liquidation  period,  we may do so, but our General Partner
will not  receive  any  additional  acquisition  fees in  connection  with  such
reinvestments. Our goal is to complete the liquidation period within three years
after  the end of the  reinvestment  period,  but it may take  longer  to do so.
Accordingly,  our  partners  should  expect to hold their units for at least ten
years from the time they invest.

     Partners'   capital  accounts  are  increased  for  their  initial  capital
contribution plus their  proportionate  share of earnings and decreased by their
proportionate  share  of  losses  and  distributions.   Profits,   losses,  cash
distributions and liquidation proceeds are allocated 99% to our limited partners
and 1% to our General  Partner  until each  limited  partner has  received  cash
distributions  and  liquidation  proceeds  sufficient  to reduce their  adjusted
capital  contribution  account  to zero and has  received,  in  addition,  other
distributions  and  allocations  which would provide an 8% per annum  cumulative
return on their outstanding  adjusted capital contribution  account.  After such
time, the distributions will be allocated 90% to our limited partners and 10% to
our General Partner.

     Substantially all of our recurring  operating cash flows are generated from
the "income" leases in our portfolio. On a monthly basis, we deduct the expenses
related to the  recurring  operations  of the  portfolio  from such revenues and
assess the amount of the  remaining  cash  flows that will be  required  to fund
known re-leasing costs and equipment  management  costs. Any residual  operating
cash flows are considered available for distribution to our partners.

     At  December  31, 2005 and 2004,  we had total  assets of  $26,600,934  and
$55,918,196,  respectively.  For the year ended  December 31, 2005,  our revenue
from rental income and finance income was $9,193,611, which included two lessees
which accounted for  approximately  80% of our rental income and finance income.
We incurred net income for the year ended December 31, 2005 of  $1,287,041.  For
the year ended  December  31, 2004,  our revenue from rental  income and finance
income  was  $7,185,163,  which  included  three  lessees  which  accounted  for
approximately  84% of our rental  income and finance  income.  We incurred a net
loss for the year ended  December  31,  2004 of  $3,521,353.  For the year ended
December  31,  2003,  our  revenue  from rental  income and  finance  income was
$7,167,462, which included four lessees which accounted for approximately 77% of
our total rental income and finance income.  We incurred a net loss for the year
ended December 31, 2003 of $7,912,634.

     On  December  20,  2005,  we  began  our  liquidation  period.  During  our
liquidation   period,   we  will  continue  to  distribute   substantially   all
distributable  cash from  operations  and  equipment  sales to our  partners and
continue the orderly termination of our operations and affairs.

     At December 31, 2005, our current portfolio,  which we hold either directly
or through  joint  venture  investments  with  affiliates  and others,  consists
primarily of the following equipment subject to lease:

                                       2
<PAGE>

     Air Transportation Equipment:

o    We have a 90% interest in a McDonnell Douglas DC-10-30F aircraft subject to
     lease with FedEx.  At December 31, 2005,  the lease has a remaining term of
     18 months.

o    We have a 100% interest in various  aircraft  rotables that were originally
     on lease to Sabena Belgian World  Airways,  Sabena Oman and Sabena MEA. All
     of this equipment is currently off lease and being remarketed.

     Energy Equipment:

o    We have a 100% interest in one tugboat ("M/V  MICHIGAN")  bearing  official
     number 650770 and one oil barge ("GREAT  LAKES")  bearing  official  number
     650771 on lease to Keystone Great Lakes,  whose  obligations are ultimately
     guaranteed  by BP Amoco Plc The lease is  scheduled to expire on January 1,
     2008.

     Manufacturing Equipment for Playgrounds

o    We have a 100% interest in equipment  used in a  manufacturing  facility on
     lease to Playcore Wisconsin, Inc. ("Playcore"). The manufacturing equipment
     is on lease for a term of three years commencing January 1, 2006.

     Telecommunications Equipment;

o    We have a 12% ownership  interest in ICON Global  Crossing,  LLC, an entity
     also managed by our General  Partner,  which purchased from various vendors
     state-of-the-art  telecommunications  equipment  which  is then  leased  to
     Global Crossing Telecommunications, Inc.

     Segment Information

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

     Our Competition

     The equipment leasing industry is highly competitive.  When seeking leasing
transactions  for  acquisition  or sale,  we  compete  with  leasing  companies,
manufacturers that lease their products directly,  equipment brokers and dealers
and financial institutions,  including commercial banks and insurance companies.
Many competitors are larger than us and have greater financial resources than we
do.

     Employees

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

     Available Information

     Our Annual  Reports on Form 10-K and our most recent  Quarterly  Reports on
Form 10-Q and  amendments to those reports,  if any, and our current  reports on
Form 8-K and any  amendments to those  reports,  are available free of charge on
our  internet  website  at  http://www.iconcapital.com  as  soon  as  reasonably
practicable after such reports are electronically filed with or furnished to the
Securities and Exchange  Commission.  This  information is also available on the
Securities and Exchange Commission's website, at http://www.sec.gov.

                                       3
<PAGE>

Item 1A. Risk Factors

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

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

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

o    the technological and economic obsolescence of equipment;

o    potential defaults by lessees;

o    management and other fees paid by us;

o    the  existence of leverage  increases  the risk of  foreclosure  as well as
     increases the acquisition fees paid to our General Partner; and

o    increases in our expenses (including taxes and insurance expenses).

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

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

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

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

                                       4
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       5
<PAGE>

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

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

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

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

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

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

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

                                       6
<PAGE>

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

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

     Although  we  acquired  some of our  investments  for cash,  we  borrowed a
substantial portion of the purchase price of our equipment investments. While we
believe the use of leverage  resulted in us being able to make more acquisitions
and that each acquisition would have fewer dollars at risk than if leverage were
not  utilized,  there can be no assurance  that the benefits of greater size and
diversification of the portfolio was offset by the heightened risk of loss in an
individual lease transaction using leverage.

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

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

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

     The  petrochemicals  transportation  industry  is  subject  to  changes  in
petroleum prices and economic conditions beyond our control.

     The outlook  for the  petrochemicals  transportation  industry in the Great
Lakes/St. Lawrence Seaway system remains positive, due in large part to domestic
economic  growth and rising  demand for  petroleum.  While  positive  conditions
currently exist, factors beyond our control may pose a risk for third parties to
whom we lease tanker  vessels.  The  petrochemicals  transportation  industry is
influenced by volatile factors such as the price,  available supplies and demand
for petroleum. Furthermore, a change in environmental regulations, technology or
other  unforeseeable  factors such as petrochemical  spills, may result in calls
for widespread changes in a manner that could adversely affect the third parties
to whom we lease tanker  vessels,  which could result in reductions of our lease
revenues.

     The telecommunications  market is subject to significant uncertainty as its
success is closely tied to government legislation, both domestically and abroad.

     Unforeseen   changes  in   telecommunications   regulation,   such  as  the
requirement  for  voice-over-Internet-Protocol   service  providers  to  provide
enhanced 911, or E911 services,  in the United States,  may increase the chances
that our  potential  lessees may lose  revenue and not be able to make  required
lease payments, on leased  telecommunications  equipment,  which could result in
reductions of our lease revenues.

Item 1B. Unresolved Staff Comments

         None.

                                       7
<PAGE>
Item 2. Properties

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

Item 3. Legal Proceedings

     In the  ordinary  course of  conducting  our  business,  we are  subject to
certain claims, suits, and complaints filed against us. In our General Partner's
opinion, the outcome of such matters, if any, will not have a material impact on
our consolidated financial position or results of operations.  No material legal
proceedings are currently pending against us or against any of our assets.

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

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

                                     PART II

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

     Our  limited  partnership  units  are  not  publicly  traded  nor is  there
currently a market for our limited  partnership  units.  It is unlikely that any
such market will develop.

                                                     Number of Partners
               Title of Class                       as of March 15, 2006
         ---------------------------      --------------------------------------
               General Partner                                  1
              Limited Partners                                2,898

     We pay monthly distributions to our partners beginning with their admission
to the Partnership  through the termination of the  reinvestment  period,  which
occurred on December  20, 2005.  For the three years ended  December 31, 2005 we
paid distributions to our limited partners totaling  $3,976,340,  $3,924,505 and
$6,040,214,  respectively.  For the three years ended  December 31, 2005 we paid
distributions  to our General  Partner  totaling  $40,165,  $40,221 and $61,012,
respectively.

     In order for National  Association of Securities  Dealers  ("NASD") members
and their  associated  persons to have  participated in the offering and sale of
interests in limited partnership units (the "Units") pursuant to the offering or
to participate in any future offering of our Units, we are required  pursuant to
NASD Rule  2710(c)(6)  to  disclose  in each annual  report  distributed  to our
limited partners a per unit estimated value of our Units, the method by which we
developed the estimated value and the date used to develop the estimated  value.
In addition, our General Partner must prepare annual statements of our estimated
Unit values to assist  fiduciaries  of  retirement  plans  subject to the annual
reporting  requirements of Employee  Retirement Income Security Act ("ERISA") in
the  preparation  of their reports  relating to an investment in our Units.  For
these purposes, the estimated value of our Units is deemed to be $20.94 per Unit
at September 30, 2005.

     This  estimate  was based on the  amount of  remaining  undiscounted  lease
payments on our existing  leases,  the booked  estimated  residual values of the
equipment held by us upon the  termination of those leases and our cash on hand.
From this amount, we then subtracted our total debt outstanding and then divided
that sum by the total  number of Units  outstanding.  This  valuation  was based
solely on our General  Partner's  perception of market  conditions and the types
and amounts of our assets. No independent valuation was sought.  However, as set
forth below, there is no significant public trading market for our Units at this
time, and there can be no assurance  that limited  partners could receive $20.94
per Unit if such a market did exist and they sold their  Units or that they will
be able to receive  such  amount for their Units in the  future.  The  foregoing
valuation was performed solely for the ERISA and NASD purposes  described above.
There  is no  market  for our  Units,  and,  accordingly,  this  value  does not
represent an estimate of the amount a limited  partner  would receive if he were
to seek to sell his  Units.  Furthermore,  there can be no  assurance  as to the
amount we may actually  receive if and when we seek to  liquidate  our assets or
the amount of lease payments and equipment liquidation proceeds we will actually
receive over our remaining  term. Our units are not publicly traded nor is there
currently  a market for our Units.  It is  unlikely  that any such  market  will
develop.

                                       8
<PAGE>

Item 6. Selected Consolidated Financial Data

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


<TABLE>
<CAPTION>


                                                                               Years Ended December 31,
                                                                               ------------------------
                                                       2005             2004            2003             2002             2001
                                                       ----             ----            ----             ----             ----
<S>                                                   <C>            <C>              <C>              <C>             <C>
 Total revenue (a)                                    $16,488,628    $ 7,578,431      $ 1,041,280      $11,200,364     $ 12,975,571
                                                      ===========    ===========       ==========      ===========     ============
 Net income (loss) (b)                                $ 1,287,041    $(3,521,353)     $(7,912,634)     $(1,196,680)    $    (29,316)
                                                      ===========    ===========      ===========      ===========     ============
 Net income (loss) allocable to the limited partner   $ 1,274,171    $(3,486,139)     $(7,833,508)     $(1,184,713)    $    (29,023)
                                                      ===========    ===========      ===========      ===========     ============
 Net income (loss) allocable to the General Partner   $    12,870    $   (35,214)     $   (79,126)     $   (11,967)    $       (293)
                                                      ===========    ===========      ===========      ===========     ===========

 Weighted average limited partnership
       units outstanding                                  738,991        739,966          742,719          744,600          746,378
                                                      ===========    ===========      ===========      ===========     ============
 Net income (loss) per weighted average
       limited partnership unit                       $      1.72    $     (4.71)     $    (10.55)     $     (1.59)    $      (0.04)
                                                      ===========    ===========      ===========      ===========     ============

 Distributions to limited partners                    $ 3,976,340    $ 3,924,505      $ 6,040,214      $ 8,000,244     $  8,022,337
                                                      ===========    ===========      ===========      ===========     ============
 Distributions per weighted average
       limited partnership unit                       $      5.38    $      5.30      $      8.13      $     10.74     $      10.75
                                                      ===========    ===========      ===========      ===========     ============

 Distributions to the General Partner                 $    40,165    $    40,221      $    61,012      $    80,811     $     81,039
                                                      ===========    ===========      ===========      ===========     ============

                                                                                     December 31,
                                                                                     ------------
                                                         2005             2004            2003             2002             2001
                                                         ----             ----            ----             ----             ----
 Total assets                                         $26,600,934    $55,918,196      $48,073,352      $91,208,154     $107,774,081
                                                      ===========    ===========      ===========      ===========     ============
 Notes payable                                        $12,701,548    $38,271,477      $23,358,727      $51,474,674     $ 59,507,566
                                                      ===========    ===========      ===========      ===========     ============
 Partner's equity                                     $13,159,741    $16,607,978      $23,604,943      $37,661,379     $ 47,108,809
                                                      ===========    ===========      ===========      ===========     ============


</TABLE>

(a)  In 2005, we had  approximately  $8,200,000  of additional  rental income or
     approximately $11.09 per limited partnership unit. In 2003, we had an early
     termination  of  two  leases  which  resulted  in a loss  of  approximately
     $7,365,000 or approximately $9.92 per limited partnership unit. In 2002, we
     had an early  termination  of two leases due to  bankruptcy  filings of the
     lessees and the  expiration of five leases of  approximately  $2,498,000 or
     approximately $3.30 per limited partnership unit.

(b)  In  2005,  we had  gains  from  the  sale  of  equipment  of  approximately
     $4,887,000 or approximately  $6.61 per limited partnership unit and in 2005
     we had gains from the sale of convertible notes of approximately $1,545,000
     or approximately $2.09 per limited partnership unit. In 2003, we had losses
     from terminated leases of approximately  $7,365,000 or approximately  $9.92
     per limited  partnership  unit.  In 2002,  we had a full year effect of the
     2001   reclasification  in  the  amount  of  approximately   $1,287,000  or
     approximately  $1.70 per  limited  partnership  unit.  We also  recorded  a
     provision for bad debts of approximately $300,000 or approximately $.40 per
     limited partnership unit.

                                       9
<PAGE>

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

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

     Overview

     We are an  equipment  leasing  business  formed on July 9,  1997.  We began
active  operations on October 14, 1998.  We primarily  engage in the business of
acquiring  equipment  subject  to  lease  and,  to a  lesser  degree,  acquiring
ownership rights to items of leased equipment at lease  expiration.  Some of our
equipment  leases are acquired for cash and are expected to provide current cash
flow, which we refer to as "income"  leases.  The majority of the purchase price
of our other  equipment  leases will be financed,  so these leases will generate
little or no current cash flow because  substantially all of the rental payments
received from a lessee will be paid to a lender.  For these "growth" leases,  we
anticipate  that the future value of the leased  equipment  will exceed the cash
portion  of  the  purchase   price  paid  for  the   equipment.   We  ended  our
"reinvestment" period on December 20, 2005 and began our liquidation period.

     Lease and Other Significant Transactions

     During the years ended  December 31, 2005 and December 31, 2004, we engaged
in the following purchases, financings and sales of leased equipment. We did not
purchase, finance or sell any equipment for the year ended December 31, 2003.

     Telecommunications Equipment

     On November  17,  2005,  we,  along with ICON  Income Fund Ten,  LLC ("Fund
Ten"), and ICON Income Fund Eleven,  LLC ("Fund Eleven"),  entities also managed
by our General  Partner,  formed  ICON  Global  Crossing,  LLC,  with  ownership
interests  of 12%,  44% and  44%,  respectively,  to  purchase  state-of-the-art
telecommunications   equipment  from  various  vendors.   The  equipment,   once
purchased,  is subject to a forty-eight month lease,  beginning January 1, 2006,
with  Global  Crossing  Telecommunications,  Inc.  ("Global  Crossing").  Global
Crossing is an Internet protocol based telecommunications provider that delivers
voice, video and data services to its customers. Our contribution to ICON Global
Crossing LLC was approximately $2,000,000,  which was held in escrow at December
31, 2005 pending the  equipment  purchase.  At December 31, 2005, we accrued the
acquisition fee payable to our General Partner of approximately $60,000 relating
to the purchase of this equipment.

     Manufacturing Equipment for Playgrounds

     On December 16, 2005, we entered into an agreement to invest  $4,040,000 in
cash  to  acquire  the  manufacturing  equipment  of  Playcore.  Playcore  is  a
manufacturer  of  playground  equipment  and backyard  products for consumer and
commercial  markets,  such as  municipalities,  parks,  recreation  departments,
schools and other institutions.  We entered into a lease agreement with Playcore
with a base  term of  three  years  commencing  on  January  1,  2006.  At lease
termination,  Playcore  has  several  options:  to extend the lease for its then
in-place fair market  value,  purchase all of the equipment or return all of the
equipment to us. At December 31, 2005, we accrued the acquisition fee payable to
our General Partner of approximately  $121,200  relating to the purchase of this
equipment.

     Aircraft Rotables

     On December 28,  2005,  we purchased  from ICON Cash Flow  Partners,  L.P.,
Series E ("Series E"), an entity also managed by our General  Partner,  aircraft
parts ("rotables") with a fair value of approximately  $133,000.  Fair value was
determined  based upon the present  value of recent sales offers from  unrelated
third parties.  No acquisition  fees were paid or accrued to our General Partner
as a result of this transaction.

                                       10
<PAGE>

     Sale of Boeing Aircraft

     On July  12,  2005,  we sold two  Boeing  aircraft,  one a Boeing  737-2E3A
aircraft and the other a Boeing 737-277 aircraft (collectively,  the "Aircraft")
each of which had been on lease to America West Airlines, Inc. ("America West").
America West, in  consideration  for the early return of the Aircraft,  pre-paid
the  remaining  lease  payments  through  the end of the  lease  terms  totaling
approximately   $630,000,   along  with  return  costs  totaling   approximately
$2,380,000.  The return costs were paid to us as consideration  for the Aircraft
being  returned  in  non-compliance  with  conditions  mandated  in  the  lease.
Simultaneously  with the  receipt of the lease  payments  and return  costs from
America West, we sold the Aircraft to NewJet Corporation,  an unaffiliated third
party, for the aggregate purchase price of $1,000,000.  The amounts received for
the lease  payments,  return costs and the purchase  price for the Aircraft were
used to repay, in full, the outstanding  debt balance owed to the lender.  Prior
to the sale, we recognized an impairment loss of approximately $685,000 relating
to the sale of the Aircraft.

     In  connection  with the  repayment of the  non-recourse  debt,  the lender
released to us the 7.5%  convertible  notes which had been held as collateral by
the lender.  On July 15, 2005, we sold these 7.5% convertible notes and received
approximately $1,660,000 in cash, including accrued interest.

     Coal Handling Facility

     We, along with ICON Cash Flow  Partners  L.P. Six ("L.P.  Six"),  an entity
also managed by our General  Partner,  had  ownership  interests of 99.4975% and
0.5025%,  respectively, in ICON/Boardman Facility LLC ("ICON BF"). ICON BF owned
a coal handling  facility on lease with Portland  General  Electric  ("PGE"),  a
utility company in Portland, Oregon.

     Our General Partner entered into a Memorandum of Agreement with PGE to sell
the  coal  handling  facility  effective  May 27,  2005.  The  sales  price  was
approximately  $21,250,000.  In  connection  with the sale,  ICON BF repaid  the
remaining   outstanding  balance  of  the  non-recourse  debt  of  approximately
$7,650,000,  netting approximately  $13,600,000 in cash. ICON BF realized a gain
from  this  transaction  of  approximately   $4,834,000  and  subsequently  paid
approximately  $68,000  to  L.P.  Six  for its  proportionate  share  of the net
proceeds.

     On September 24, 2004,  ICON Cash Flow Partners L.P. Seven ("L.P.  Seven"),
an entity  also  managed by our General  Partner,  assigned  its entire  0.5025%
ownership  interest  in  ICON  BF to us  for  $65,325,  thereby  increasing  our
ownership  in ICON  BF to  99.4975%  in  order  for  L.P.  Seven  to  repay  its
outstanding  debt  obligation  to us pursuant to the terms and  conditions  of a
contribution agreement we entered into with some of our affiliates in connection
with  the line of  credit  agreement  we had with  Comerica  Bank.  This  amount
represented  L.P. Seven's  proportionate  fair value of L.P. Seven's interest in
ICON BF at September 24, 2004.  This amount was determined to represent the fair
value of the  L.P.  Seven's  interest  in ICON BF based  upon the  expected  net
proceeds from the sale of the coal handling facility.

     In  accordance  with the  agreement  dated  September 24, 2004 between L.P.
Seven and us relating  to our  acquisition  of L.P.  Seven's  0.5025%  ownership
interest  in ICON BF, we paid L.P.  Seven  approximately  $3,000  based upon the
difference between the estimated sales price used to calculate the fair value of
ICON BF at the time of L.P.  Seven's  sale to us and the actual  sales  price of
this facility.

                                       11
<PAGE>

     Modular Furniture

     We had a 100% ownership interest in modular furniture on lease to Varilease
Corporation as lessor and E*Trade  Corporation as lessee.  During November 2004,
we were  notified  of the  lessee's  intent to exercise  its fair  market  value
purchase   option.   The  lease  expired  during  February  2005  and  Varilease
Corporation  purchased  the equipment for $252,137 in cash. We received the cash
in February 2005, resulting in a gain of $62,518.

     Rowan Cash Flow

     On November 24, 2004,  L.P.  Seven assigned to us 0.8% of its rights to the
profits,  losses and cash  flows from its  limited  partnership  interest  in an
entity  that owns a 100%  interest  in a mobile  offshore  drilling  rig that is
subject to lease with Rowan Companies, Inc. L.P. Seven assigned the rights to us
as  repayment  of  its  $200,000  outstanding  debt  obligation  pursuant  to  a
contribution  agreement  that we  entered  into with some of our  affiliates  in
connection  with the line of credit  agreement we had with Comerica  Bank.  This
amount  represented  L.P.  Seven's  proportionate  fair  value  of L.P.  Seven's
interest in the mobile  offshore  drilling rig at November  24,  2004.  The fair
value of the mobile  offshore  drilling rig was determined  using an independent
third party appraisal and cash flow analysis.

     Dissolution of ICON/AIC Trust

     In July  2004,  ICON AIC Trust  ("AIC  Trust")  made its final  installment
payment on a note  receivable  that was previously  issued in connection  with a
sale of its remaining leases. On September 30, 2004, AIC Trust was dissolved and
we recognized a gain of $177,832 from this dissolution.

     Sale of Boeing 767-300ER Aircraft

     During July 2004, one of our joint ventures,  ICON Aircraft 24846, sold its
only asset, a Boeing  767-300ER,  for a net loss of approximately  $601,800,  of
which our share was approximately $12,000.

     1979 McDonnell Douglas DC-10-30F Aircraft

     On March 31, 2004, we, along with Fund Ten,  formed a joint  venture,  ICON
Aircraft 46837, LLC ("ICON Aircraft 46837"), for the purpose of acquiring a 1979
McDonnell  Douglas  DC-10-30F  aircraft on lease to Federal Express  Corporation
("FedEx")  with a  remaining  lease  term  of 36  months.  We  acquired  a 28.6%
ownership  interest  in this  joint  venture  for  cash  and the  assumption  of
non-recourse  debt. The non-recourse  debt accrues interest at 4.0% per year and
matures in March 2007. The lender has a security interest in the aircraft and an
assignment of the rental payments under the lease with FedEx.

     We had an option to acquire an additional 61.4% ownership  interest in ICON
Aircraft  46837 from Fund Ten. On July 1, 2004, we exercised  this option giving
us a 90% ownership  interest in ICON Aircraft  46837.  We now  consolidate  ICON
Aircraft  46837's balance sheet at December 31, 2005 and 2004 and the results of
operations  and cash flows for the year ended  December  31, 2005 and the period
from July 1, 2004 to December 31, 2004. This lease may be renewed for up to five
years  thereafter.  We have a 90% ownership  interest in this joint venture.  At
December 31, 2005,  our General  Partner  determined  based upon an  independent
third  party  appraisal  that the  estimated  salvage  value  was less  than the
appraised  value.  A  decision  was  made  to  record  an  impairment  loss  for
approximately  $3,586,000  to more closely  approximate  the current fair market
value of the equipment.

     Current Business Environment and Outlook

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

     Other  factors  which may  negatively  affect the leasing  industry are the
proposed  legal and  regulatory  changes that may affect tax benefits of leasing
and the  continued  misperception  by potential  lessees,  stemming  from Enron,
WorldCom and others,  that leasing should not play a central role as a financing
alternative. However, as economic growth continues and interest rates inevitably
begin to rise over time, we are optimistic  that more lessees will return to the
marketplace.

                                       12
<PAGE>

     New Accounting Pronouncements

     On June 1, 2005, the Financial  Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 154 "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinion No.
20,  "Accounting  Changes"  ("APB  20") and SFAS No.  3,  "Reporting  Accounting
Changes in Interim  Financial  Statements," and changes the requirements for the
accounting  for and  reporting  of a change in  accounting  principle.  SFAS 154
requires  retrospective  application to prior periods' financial statements of a
voluntary change in accounting  principle unless it is impracticable  for fiscal
years  beginning  after December 15, 2005. APB 20 previously  required that most
voluntary  changes in  accounting  principle be  recognized  by including in net
income of the period of the change the cumulative  effect of changing to the new
accounting  principle.  We do not  expect  the  adoption  of SFAS 154 to have an
impact on our financial position or results of operations.

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

     Critical Accounting Policies

     An  appreciation  of our  critical  accounting  policies  is  necessary  to
understand our financial results. These policies may require our General Partner
to make difficult and subjective  judgments  regarding  uncertainties,  and as a
result,  such  estimates may  significantly  impact our financial  results.  The
precision of these  estimates and the  likelihood of future  changes depend on a
number of underlying variables and a range of possible outcomes.  We applied our
critical accounting policies and estimation methods  consistently in all periods
presented.  We consider the following  accounting policies to be critical to our
business:

o        Lease classification and revenue recognition
o        Asset impairments
o        Depreciation

     Lease Classification and Revenue Recognition

     The equipment we lease to third  parties is classified  either as a finance
lease, a leveraged lease, or an operating lease,  which is determined based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the related  lease for both a finance  lease and a leveraged  lease.
For an operating  lease, the initial direct costs are included as a component of
the cost of the equipment and depreciated.

     For finance leases, we record, at lease inception,  the total minimum lease
payments receivable from the lessee, the estimated  unguaranteed  residual value
of the equipment at lease  termination,  the initial direct costs related to the
lease and the related unearned income. Unearned income represents the difference
between the sum of the minimum  lease  payments  receivable  plus the  estimated
unguaranteed residual minus the cost of the leased equipment. Unearned income is
recognized as finance income ratably over the term of the lease.

     For leveraged leases, we record, at lease inception,  our net investment in
the equipment  which  consists of the minimum  lease  payments  receivable,  the
estimated  unguaranteed residual value of the equipment at lease termination and
the initial  direct costs related to the lease,  net of the unearned  income and
principal  and interest on the related  non-recourse  debt.  Unearned  income is
recognized  as income over the life of the lease at a constant rate of return on
the positive net investment.

     For operating leases, income is recorded as rental income and is recognized
on the straight line method over the lease term.

                                       13
<PAGE>

     Our General  Partner has an  investment  committee  that  approves each new
equipment  acquisition  and  lease  transaction.  As  part  of its  process,  it
determines the residual value to be used once the acquisition has been approved.
The factors  considered in determining  the residual value include,  but are not
limited to, the  creditworthiness of the potential lessee, the type of equipment
being  considered,  how the equipment is integrated  into the potential  lessees
business,  the length of the lease and  industry in which the  potential  lessee
operates.  Residual  values are reviewed in accordance with our policy to review
all significant assets in our portfolio.

     Asset Impairments

     The significant assets in our asset portfolio are periodically reviewed, at
least annually,  by our General Partner,  to determine whether events or changes
in  circumstances  indicate  that the  carrying  value  of an  asset  may not be
recoverable.   Our  General  Partner  uses  independent  qualified  third  party
appraisers  to  assist  in the  review  process.  An  impairment  loss  will  be
recognized if the carrying  amount of a long-lived  asset is not recoverable and
exceeds its fair value. In such circumstances,  we will estimate the future cash
flows  (undiscounted  and without interest  charges) expected to result from the
use of the asset and its eventual disposition.  Future cash flows are the future
cash inflows  expected to be generated by an asset less the future cash outflows
expected to be necessary to obtain those  inflows.  An  impairment  loss will be
measured  as the  amount by which the  carrying  amount  of a  long-lived  asset
exceeds its fair value.

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than its  carrying  value or (ii) the lessee is  experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the  disposition  of the asset will be  sufficient  to satisfy our residual
position  in the asset and,  if  applicable,  the  remaining  obligation  to the
non-recourse  lender.  Generally in the latter situation,  the residual position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental payments directly to the lender and we do not recover
our residual position until the non-recourse note payable is repaid in full.

     Depreciation

     We record  depreciation  expense on  equipment  classified  as an operating
lease.  In order to calculate  depreciation  we first  determine the depreciable
equipment cost,  which is the cost less estimated  salvage value.  The estimated
salvage  value  is  our  estimate  of  the  value  of  the  equipment  at  lease
termination.  The estimated  residual value is reviewed  annually by our General
Partner to determine whether an impairment  charge may be required.  Our General
Partner  uses  independent  qualified  third party  appraisers  to assist in the
review process.  Depreciation  expense is recorded  ratably over the term of the
related lease.

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

     We began  our  liquidation  period on  December  20,  2005.  Our goal is to
complete the liquidation period within three years, but it may take longer to do
so.  During the  liquidation  period,  we will sell our  assets in the  ordinary
course of  business.  As we begin to sell our  assets  both  rental  income  and
finance  income will decrease over time as will expenses  related to our assets,
such as depreciation expense. Additionally,  interest expense should decrease as
we reach the  expiration  of leases that were financed and the debt is repaid to
the lender.  As leased  equipment  is sold,  we will  experience  both gains and
losses on these sales.

     At December  31,  2005,  our  General  Partner  determined  that one of our
assets,  a tug boat and barge, on lease to BP Amoco Plc., will no longer require
depreciation.  This  assessment  was  based  upon  the  results  of our  General
Partner's  annual  review of our assets in keeping with our  impairment  policy.
During the  review  process  it was  determined  that the net book value of this
leased equipment, approximates the appraised value at lease termination which is
January 1, 2008.  This change in estimate is anticipated to result in a decrease
in our depreciation and amortization of approximately $1,243,000 annually.

                                       14
<PAGE>

     Revenue for 2005 and 2004 are summarized as follows:

<TABLE>
<CAPTION>

                                                                Years Ended December 31,
                                                                ------------------------
                                                         2005             2004            Change
                                                         ----             ----            -----
<S>                                                   <C>            <C>              <C>
 Total revenue                                        $16,488,628    $ 7,578,431      $8,910,197
                                                      ===========    ===========      ==========

 Rental income                                        $ 8,199,521    $ 4,853,982      $ 3,345,539
 Finance income                                       $   994,090    $ 2,331,181      $(1,337,091)
 Income (loss) from investments in joint ventures     $    12,817    $   120,762      $  (107,945)
 Net gain on sales of equipment and residual values   $ 4,886,943    $   124,206      $ 4,762,737
 Net gain (loss) on lease termination                 $   630,000    $    (3,420)     $   633,420
 Realized gain on sale of convertible notes           $ 1,544,573    $         -      $ 1,544,573
 Interest and other income                            $   220,684    $   151,720      $    68,964

</TABLE>

     Total revenue for 2005, increased by $8,910,197,  or 117.6%, as compared to
2004.  The  increase in total  revenue was due  primarily to increases in rental
income, net gain on sales of equipment and residual values and the gain from the
sales of convertible notes. Rental income increased primarily as a result of the
consolidation  of ICON  Aircraft  46837,  which  occurred on  September 1, 2004.
Finance  income  decreased  primarily  due to the  expiration  of our lease with
E*Trade in February 2005 and the sale of the coal handling facility in May 2005.
The  increase  in net  gain on sale of  equipment  was  primarily  from the gain
recognized  on the  sale of coal  handling  facility  to PGE and the sale of the
America West  aircraft  offset by the loss incurred from our sale of the modular
furniture  on lease to E*Trade.  The  increase in net gain on lease  termination
resulted from the sale of the two Boeing aircraft which were on lease to America
West and an early buyout of the lease.  The increase in realized gain on sale of
convertible  notes also  resulted  from the sale of two Boeing  aircraft and the
subsequent pay down of the debt which  released the securities  which were being
held as collateral to the note.

     Expenses for 2005 and 2004 are summarized as follows:

<TABLE>
<CAPTION>

                                                               Years Ended December 31,
                                                               ------------------------
                                                        2005             2004           Change
                                                        ----             ----           ------
<S>                                                   <C>            <C>              <C>
 Total expenses                                       $15,201,587    $11,099,784      $4,101,803
                                                      ===========    ===========      ==========

 Depreciation and amortization                        $ 7,574,950    $ 4,592,730      $ 2,982,220
 Interest                                             $ 1,383,131    $ 1,955,361      $  (572,230)
 General and administrative                           $   328,397    $   271,914      $    56,483
 Management fees - General Partner                    $   508,938    $   538,159      $   (29,221)
 Administrative expense reimbursements
   - General Partner                                  $   355,541    $   301,704      $    53,837
 Impairment loss                                      $ 5,422,609    $ 3,529,480      $ 1,893,129
 Reversal of bad debt allowance                       $  (125,842)   $  (102,879)     $   (22,963)
 Minority interest                                    $  (246,137)   $    13,315      $  (259,452)

</TABLE>

     Total expenses for 2005 increased by $4,101,803,  or 37.0%,  over 2004. The
increase in depreciation  expense was due principally to the  consolidation of a
joint  venture,  ICON  Aircraft  46837 on  September  1, 2004.  The  decrease in
interest  expense was primarily due to our repayment of the America West debt as
part of the sale of the two Boeing  aircraft and the  repayment of the debt held
on the  coal  handling  facility  during  2005.  During  2005,  we  incurred  an
impairment loss on our aircraft rotables,  both America West aircraft and on our
aircraft  on  lease  to  FedEx  for  approximately  $5,423,000  to more  closely
approximate  the current fair market value of this  equipment.  During 2004, our
General  Partner  determined  that the  aircraft  rotables and both America West
aircraft were also impaired for approximately $3,529,000.

     Net Income (Loss)

     As a  result  of the  foregoing  factors,  the  net  income  for  2005  was
$1,287,041  as compared to a net loss for 2004 of  $(3,521,353).  The net income
per weighted average number of limited  partnership  units  outstanding for 2005
was $1.72,  as compared  to a net loss per  weighted  average  number of limited
partnership units outstanding for 2004 of $(4.71).

                                       15
<PAGE>

     Results of  Operations  for the Years Ended  December 31, 2004 ("2004") and
2003 ("2003")

         Revenue for 2004 and 2003 are summarized as follows:


<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                              ------------------------
                                                         2004             2003           Change
                                                         ----             ----           ------
<S>                                                   <C>            <C>              <C>
 Total revenue                                        $ 7,578,431    $ 1,041,280      $ 6,537,151
                                                      ===========    ===========      ==========

 Rental income                                        $ 4,853,982    $ 4,242,768      $   611,214
 Finance income                                       $ 2,331,181    $ 2,924,694      $  (593,513)
 Income (loss) from investments in joint ventures     $   120,762    $   (53,618)     $   174,380
 Net gain on sales of equipment and residual values   $   124,206    $ 1,292,515      $(1,168,309)
 Net gain (loss) on lease termination                 $    (3,420)   $(7,365,477)     $ 7,362,057
 Interest and other income                            $   151,720    $       398      $   151,322

</TABLE>

     Total revenue for 2004, increased by $6,537,151,  or 627.8%, as compared to
2003. The increase in rental income was due primarily to the  consolidation of a
joint  venture,  ICON Aircraft 46837 for the six months ended December 31, 2004.
The decrease in finance income was due to several  factors.  We renegotiated one
of our leases with Regus Business Center ("Regus") during 2003 which resulted to
a reduction of finance  income during 2004. The  renegotiation  was related to a
bankruptcy filing by Regus. Additionally, there were two lease terminations with
Rental Services Corp.,  during 2003 and another lease  termination  with E*Trade
during 2003.  The increase in income (loss) from  investments  in joint ventures
was due primarily to the gain we realized on AIC Trust of $177,832. During 2004,
we did not recognize any gain on sales of equipment  while we did have equipment
sales in 2003.  The decrease in loss on lease  terminations  is due to the lease
default of Sky Airlines in 2003,  while there were no similar lease  defaults in
2004.

     Expenses for 2004 and 2003 are summarized as follows:

<TABLE>
<CAPTION>


                                                               Years Ended December 31,
                                                               ------------------------
                                                         2004             2003           Change
                                                         ----             ----           ------
<S>                                                   <C>            <C>              <C>
 Total expenses                                       $11,099,784    $ 8,953,914      $ 2,145,870
                                                      ===========    ===========      ===========

 Depreciation and amortization                        $ 4,592,730    $ 3,684,425      $   908,305
 Interest                                             $ 1,955,361    $ 3,389,986      $(1,434,625)
 General and administrative                           $   271,914    $   834,950      $  (563,036)
 Management fees - General Partner                    $   538,159    $   737,943      $  (199,784)
 Administrative expense reimbursements
    - General Partner                                 $   301,704    $   292,117      $     9,587
 Impairment loss                                      $ 3,529,480    $        -       $ 3,529,480
 Reversal of bad debt allowance                       $  (102,879)   $        -       $  (102,879)
 Minority interest                                    $    13,315    $    14,493      $    (1,178)

</TABLE>

     Total  expenses for 2004  increased by  $2,145,870  or 24.0% as compared to
2003.  The  increase  in  depreciation   expense  was  due  principally  to  the
consolidation  of a joint venture,  ICON Aircraft 46837 for the six months ended
December 31, 2004. The decrease in interest  expense was due to the  termination
the Boeing  and Sky  Airlines  operating  leases  during  2003,  which  included
non-recourse debt.  Additionally,  the decrease in interest expense was also due
to the  decrease  in the  principal  balance of the debt  during  the year.  The
decrease in general and administrative expenses was primarily due to a reduction
in professional fees due to the above mentioned reduction in fund activity.  The
decrease in management  fees - General  Partner was a result of the reduction in
the average  size of our lease  portfolio  in 2003:  E*Trade,  Sky  Airlines and
Boeing leases.  During 2004, our General Partner determined that the two America
West Boeing 737-200 aircraft were impaired and recorded an impairment charge.

                                       16
<PAGE>

     Net Loss

     As a result of the foregoing factors, the net loss for 2004 was $3,521,353,
as compared to the net loss for 2003 of  $7,912,634.  The net loss per  weighted
average number of limited  partnership  units  outstanding for 2004 was $4.71 as
compared  to the net loss per  weighted  average  number of limited  partnership
units outstanding for 2003 of $10.55.

     Liquidity and Capital Resources

     Sources and Uses of Cash

     At  December  31,  2005 and  2004,  we had cash  and  cash  equivalents  of
$1,419,446 and $718,195, respectively. Historically, our main source of cash has
been from investing and financing activities. Our main use of cash has been from
financing activities.

     During  2005 we  received  approximately  $25,144,000  from  the  sales  of
equipment  and  residual  values.   We  had  a  one-time  increase  in  cash  of
approximately  $1,545,000  and $630,000 from our sale of  convertible  notes and
lease  terminations,   respectively.   During  2004  we  received  approximately
$11,193,000 from additional non-recourse debt and approximately  $6,015,000 from
additional  recourse  debt.  We also  received  cash during 2004 from  investing
activities. We received approximately $1,400,000 from the sales of equipment and
residual  value and  approximately  $650,000 from  distributions  from our joint
ventures during 2004.

     During the years ended December 31, 2005 and 2004, we repaid  approximately
$11,660,000 and $3,619,000 respectively,  of non-recourse debt from the sales of
the related assets.  During 2005, we also repaid the entire outstanding  balance
of approximately  $5,400,000  related to our recourse debt. During 2004, we paid
approximately  $5,575,000 related to our recourse debt. We paid distributions to
our partners  during 2005 and 2004 of  approximately  $4,017,000 and $3,965,000,
respectively.

     During  2005,  we used cash to invest in joint  ventures  of  approximately
$2,000,000 and invest in a finance lease for  approximately  $4,040,000.  During
2004, we used approximately $3,947,000 of cash to invest in additional operating
leases.

     Financings and Borrowings

     We have  non-recourse  debt in which the lenders  are paid  directly by the
lessees. This non-recourse debt accrues interest at rates ranging from 3.65% per
year to 10.63% per year.  On May 6, 2004,  ICON BF refinanced  its  non-recourse
debt for  $11,193,368,  which is due on January 23, 2010 and accrues interest at
3.65% per year.  We used a majority  of these  refinancing  proceeds  to pay our
recourse debt under the line of credit  agreement we had with Comerica  Bank. On
May 27,  2005  ICON BF sold its  interest  in the  coal  handling  facility  for
approximately  $21,250,000  and used a  portion  of the  proceeds  to repay  the
remaining  outstanding principal balance on the non-recourse debt which had been
refinanced on May 6, 2004.

     On September 7, 2005, we along with certain of our affiliates,  ICON Income
Fund Eight B L.P.,  ICON  Income Fund Nine,  LLC and ICON  Income Fund Ten,  LLC
prepaid the line of credit  agreement  with  Comerica  Bank and  terminated  the
related  contribution  agreement.  We are no longer  party to any active line of
credit agreement or contribution agreement.

     Our  General  Partner  believes  that  with  the  cash  we  have  currently
available,  cash being generated from our leases,  cash  distributions  from our
joint ventures and proceeds from equipment  sales,  we have  sufficient  cash to
continue our operations into the  foreseeable  future.  However,  our ability to
generate  cash  in  the  future  is  subject  to  general  economic,  financial,
competitive, regulatory and other factors that affect our lessee's business that
are beyond our control. See "Item 1A. Risk Factors."

                                       17
<PAGE>

     Distributions

     We pay monthly distributions to our partners beginning with their admission
to the Partnership through the termination of the reinvestment period, which was
December 20, 2005. For the years ended December 31, 2005, 2004 and 2003, we paid
distributions  to our  limited  partners  totaling  $3,976,340,  $3,924,505  and
$6,040,214,  respectively.For  the years ended December 31, 2005, 2004 and 2003,
we paid  distributions  to our General  Partner  totaling  $40,165,  $40,221 and
$61,012, respectively.

     Contractual Obligations and Commitments

     At December 31, 2005, we are party to  non-recourse  debt. The lenders have
security  interests  in  equipment  relating  to the  non-recourse  debt  and an
assignment  of the rental  payments  under the  leases.  If the  lessee  were to
default on the  non-recourse  debt the equipment would be returned to the lender
in extinguishment of the non-recourse  debt.  Principal  maturities of our notes
payable consist of the following at December 31, 2005:

                                    Less Than 1     1 - 3     3 - 5  More Than 5
                       Total           Year         Years     Years     Years
                       -----           ----         -----     -----     -----

 Non-recourse debt   $12,701,548    $5,727,660   $6,973,888   $  -      $  -
                     ===========    ==========   ==========   =====     =====

     Off-Balance Sheet Transactions

         None.

     Inflation and Interest Rates

     The potential  effects of inflation on us are difficult to predict.  If the
general economy  experiences  significant rates of inflation,  however, it could
affect us in a number of ways. We do not  currently  have or expect to have rent
escalation  clauses tied to inflation in our leases.  The  anticipated  residual
values  to be  realized  upon the  sale or  re-lease  of  equipment  upon  lease
terminations (and thus the overall cash flow from our leases) may be expected to
increase with inflation as the cost of similar new and used equipment increases.

     If  interest  rates  increase  significantly,  the lease  rates that we can
obtain on future  leases may be expected to increase as the cost of capital is a
significant  factor in the pricing of lease financing.  Leases already in place,
for the most part, would not be affected by changes in interest rates.

Item 7A. Qualitative and Quantitative Disclosures About Market Risk

     We, like most other companies,  are exposed to certain market risks,  which
includes changes in interest rates and the demand for equipment (and the related
residuals)  owned by us. We believe  that our  exposure to other  market  risks,
including foreign currency  exchange rate risk,  commodity risk and equity price
risk, are  insignificant,  at this time, to both our financial  position and our
results of operations.

     In general, we manage our exposure to interest rate risk by obtaining fixed
rate  debt.  The fixed  rate debt is  structured  so as to match the cash  flows
required  to service  the debt to the  payment  streams  under  fixed rate lease
receivables.  The  payments  under the leases  are  assigned  to the  lenders in
satisfaction  of the debt. We may finance  leases with a floating  interest rate
and we are therefore exposed to interest rate risk until fixed rate financing is
arranged.

                                       18
<PAGE>

Item 8.  Consolidated Financial Statements

     Index to Financial Statements                                    Page

     Report of Independent Registered Public Accounting Firm           20

     Consolidated Balance Sheets at December 31, 2005 and 2004         21

     Consolidated Statements of Operations for the Years Ended
       December 31, 2005, 2004 and 2003                                23

     Consolidated Statement of Changes in Partners' Equity for the
       Years Ended December 31, 2003, 2004 and 2005                    24

     Consolidated Statements of Cash Flows for the Years Ended
       December 31, 2005, 2004 and 2003                                25

     Notes to Consolidated Financial Statements                        27

     Schedule II - Valuation and Qualifying Accounts                   S-1

                                       19
<PAGE>

The Partners
ICON Income Fund Eight A L.P.


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We have audited the accompanying consolidated balance sheets of ICON Income
Fund Eight A L.P.  (a  Delaware  limited  partnership)  and  subsidiaries  as of
December  31,  2005  and  2004  and  the  related  consolidated   statements  of
operations,  changes in partners'  equity,  and cash flows for each of the three
years in the period  ended  December  31,  2005.  Our audits also  included  the
financial  statement schedule listed in the index at Item 15(a)(2) of Form 10-K.
These consolidated  financial  statements and schedule are the responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these consolidated financial statements and schedule based on our audits.


     We  conducted  our audits in  accordance  with the  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial statements are free of material  misstatement.  The Partnership is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion  on  the  effectiveness  of  the  Partnership's  internal  control  over
financial reporting.  Accordingly, we express no such opinion. An audit includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.


     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects,  the financial position of ICON Income
Fund Eight A L.P. and  subsidiaries  as of December  31, 2005 and 2004,  and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2005, in conformity  with  accounting  principles
generally  accepted in the United States of America.  Also, in our opinion,  the
related financial statement  schedule,  when considered in relation to the basic
consolidated  financial  statements  taken as a whole,  presents  fairly  in all
material respects the information set forth therein.

     As  discussed  in Note  1,  the  Partnership's  reinvestment  period  ended
December 20, 2005 and its disposition  period commenced.  During the disposition
period the Partnership  intends to dispose of its investments and distribute the
cash from sales of such investments to its partners.


/s/ Hays & Company LLP

March 22, 2006
New York, New York

                                       20
<PAGE>

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

                                     ASSETS


                                                        2005           2004
                                                        ----           ----
 Cash and cash equivalents                           $ 1,419,446    $   718,195
                                                     -----------    -----------

 Investments in finance leases:
      Minimum rents receivable                         5,696,391      5,142,302
      Estimated unguaranteed residual values             200,000     16,589,619
      Initial direct costs, net                          138,816         97,999
      Unearned income                                 (1,095,644)    (1,318,548)
      Allowance for doubtful accounts                         -        (125,842)
                                                     -----------    -----------

         Net investments in finance leases             4,939,563     20,385,530
                                                     -----------    -----------

 Investments in operating leases:
      Equipment, at cost                              26,521,700     37,873,680
      Accumulated depreciation                       (11,412,469)    (7,752,404)
                                                     -----------    -----------

         Net investments in operating leases          15,109,231     30,121,276
                                                     -----------    -----------

 Equipment held for sale or lease, net                   323,001      1,621,154
 Investments in joint ventures                         4,004,228      2,068,166
 Convertible notes, at fair value (cost $0)                   -         625,000
 Other assets, net                                       805,465        378,875
                                                     -----------    -----------

         Total assets                                $26,600,934    $55,918,196
                                                     ===========    ===========

See accompanying notes to consolidated financial statements.

                                       21
<PAGE>

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

                        LIABILITIES AND PARTNERS' EQUITY


                                                          2005          2004
                                                          ----          ----
 Notes and accrued interest payable - non-recourse    $12,701,548   $33,646,477
 Notes payable - recourse                                      -      4,625,000
 Accounts payable and accrued expenses                    376,301           818
 Due to General Partner and affiliates                    253,662        73,682
 Deferred rental income                                        -        540,114
 Minority interest                                        109,682       424,127
                                                      -----------   -----------

      Total liabilities                                13,441,193    39,310,218
                                                      -----------   -----------

 Commitments and contigencies

 Partners' equity:
  General Partner                                        (517,128)     (489,833)
  Limited Partners (736,882 and 739,515 units
     outstanding, $100 per unit original issue price)  13,676,869    16,472,811
  Accumulated other comprehensive income                       -        625,000
                                                      -----------   -----------

  Total partners' equity                               13,159,741    16,607,978
                                                      -----------   -----------

  Total liabilities and partners' equity              $26,600,934   $55,918,196
                                                      ===========   ===========

See accompanying notes to consolidated financial statements.

                                       22
<PAGE>

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


<TABLE>
<CAPTION>

                                                          2005           2004            2003
                                                          ----           ----            ----
 Revenue:
<S>                                                   <C>            <C>              <C>
   Rental income                                      $ 8,199,521    $ 4,853,982      $ 4,242,768
   Finance income                                         994,090      2,331,181        2,924,694
   Income (loss) from investments in joint ventures        12,817        120,762          (53,618)
   Net gain on sales of equipment and residual values   4,886,943        124,206        1,292,515
   Net gain (loss) on lease termination                   630,000         (3,420)      (7,365,477)
   Realized gain on sale of convertible notes           1,544,573             -                -
   Interest and other income                              220,684        151,720             398
                                                      -----------    -----------      -----------

      Total revenue                                    16,488,628      7,578,431        1,041,280
                                                      -----------    -----------      -----------

 Expenses:
   Depreciation and amortization                        7,574,950      4,592,730        3,684,425
   Interest                                             1,383,131      1,955,361        3,389,986
   General and administrative                             328,397        271,914          834,950
   Management fees - General Partner                      508,938        538,159          737,943
   Administrative expense reimbursements
       - General Partner                                  355,541        301,704          292,117
   Impairment loss                                      5,422,609      3,529,480               -
   Reversal of bad debt allowance                       (125,842)       (102,879)              -
   Minority interest                                    (246,137)         13,315           14,493
                                                      -----------    -----------      -----------

      Total expenses                                   15,201,587     11,099,784        8,953,914
                                                      -----------    -----------      -----------

 Net income (loss)                                    $ 1,287,041    $(3,521,353)     $(7,912,634)
                                                      ===========    ===========      ===========

 Net income (loss) allocable to:
      Limited Partners                                $ 1,274,171    $(3,486,139)     $(7,833,508)
      General Partner                                      12,870        (35,214)        (79,126)
                                                      -----------    -----------     ------------

                                                      $ 1,287,041    $3,521,353)      $(7,912,634)
                                                      ===========    ===========      ===========

 Weighted average number of limited partnership
      units outstanding                                   738,991        739,966         742,719
                                                      ===========    ===========      ===========

 Net income (loss) per weighted average
      limited partnership unit                        $      1.72    $     (4.71)     $    (10.55)
                                                      ===========    ===========      ===========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       23
<PAGE>

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


<TABLE>
<CAPTION>

                                                                                                      Accumulated
                                                     Limited Partners                                    Other          Total
                                                         Units          Limited        General     Comprehensive      Partners'
                                                      Outstanding      Partners        Partner          Income          Equity
                                                      -----------      --------        -------          ------          ------

<S>                                                    <C>           <C>              <C>            <C>             <C>
Balance, January 1, 2003                                  742,969    $37,935,639      $ (274,260)    $       -       $37,661,379

 Limited partnership units redeemed                          (661)       (42,576)              -             -           (42,576)
 Cash distributions to partners                               -       (6,040,214)        (61,012)            -        (6,101,226)
 Net loss                                                     -       (7,833,508)        (79,126)            -        (7,912,634)
                                                      -----------    -----------      -----------    -----------     -----------

 Balance, December 31, 2003                               742,308     24,019,341         (414,398)           -        23,604,943


 Limited partnership units redeemed                        (2,793)      (135,886)              -             -          (135,886)
 Cash distributions to partners                               -       (3,924,505)         (40,221)           -        (3,964,726)
 Unrealized gain on valuation of convertible notes            -              -                -          625,000         625,000
 Net loss                                                     -       (3,486,139)        (35,214)            -        (3,521,353)
                                                      -----------    -----------      -----------    -----------     -----------

 Balance, December 31, 2004                               739,515     16,472,811         (489,833)       625,000     16,607,978


 Limited partnership units redeemed                        (2,633)       (93,773)              -              -          (93,773)
 Cash distributions to partners                               -       (3,976,340)         (40,165)            -       (4,016,505)
 Realized gain on sale of convertible notes                   -              -                 -        (625,000)       (625,000)
 Net income                                                   -        1,274,171           12,870             -        1,287,041
                                                      -----------    -----------      -----------    -----------     -----------

 Balance, December 31, 2005                               736,882    $13,676,869      $  (517,128)   $         -      13,159,741
                                                      ===========    ===========      ===========    ===========     ===========

See accompanying notes to consolidated financial statements.

</TABLE>

                                       24
<PAGE>



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


<TABLE>
<CAPTION>

                                                                         2005            2004             2003
                                                                         -----           -----            ----
 Cash flows from operating activities:
<S>                                                                  <C>              <C>              <C>
      Net income (loss)                                              $ 1,287,041      $(3,521,353)     $(7,912,634)
      Adjustments to reconcile net income (loss) to net cash
         provided by (used in) operating activities:
            Rental income paid directly to lenders by lessees         (8,199,521)      (4,131,697)      (4,072,768)
            Interest expense on non-recourse financing paid directly
               to lenders by lessees                                   1,245,414         1,542,589       2,867,181
            Finance income  paid directly to lenders by lessees         (994,090)      (2,331,181)      (2,488,027)
            Net gain on sales of equipment and residual values        (4,886,943)        (124,206)      (1,292,515)
            Realized gain on sale of convertible notes                (1,544,573)              -               -
            Net (gain) loss on lease termination                        (630,000)           3,420        7,365,477
            (Income) loss from investments in joint ventures             (12,817)        (120,762)          53,618
            Depreciation and amortization                              7,574,950        4,592,730        3,684,425
            Impairment loss                                            5,422,609        3,529,480              -
            Reversal of bad debt allowance                              (125,842)        (102,879)             -
            Minority interest                                           (246,137)          13,315           14,493
         Changes in operating assets and liabilities:
            Collection of principal - non-financed receivables           796,897          747,763          302,374
            Other assets                                                  (1,220)         (68,695)         697,471
            Due to General Partner and affiliates, net                   (32,999)          157,299        (288,616)
            Deferred rental income                                           -           (607,050)             -
            Accounts payable and accrued expenses                        350,913         (579,875)        (983,682)
                                                                     -----------      -----------      -----------


 Net cash provided by (used in) operating activities                       3,682       (1,001,102)      (2,053,203)
                                                                     -----------      -----------      ------------
 Cash flows from investing activities:
   Investment in equipment                                              (133,393)      (3,946,759)             -
   Investment in finance leases                                       (4,040,000)              -               -
   Proceeds from sales of equipment and unguaranteed residual values  25,143,779        1,399,561        3,379,672
   Proceeds from lease termination                                       630,000               -               -
   Proceeds from the sale of convertible notes                         1,544,573               -               -
   Loans and advances affiliates                                            -            (265,000)             -
   Distributions to minority interest in joint ventures                  (68,308)         (72,812)             -
   Contributions made to joint ventures                               (2,000,000)         (11,540)             -
   Distributions received from joint ventures                             16,001          649,661          339,151
                                                                     -----------      -----------      -----------

 Net cash provided by (used in) investing activities                  21,092,652       (2,246,889)       3,718,823
                                                                     -----------      -----------      -----------

 Cash flows from financing activities:
      Proceeds from note payable - non-recourse                               -        11,193,368        3,684,718
      Proceeds from note payable - recourse                              775,000        6,015,000        2,625,000
      Repayments of notes payable - non-recourse                     (11,659,805)      (3,619,124)      (2,246,324)
      Repayments of notes payable - recourse                          (5,400,000)      (5,574,547)        (353,039)
      Cash distributions to partners                                  (4,016,505)      (3,964,726)      (6,101,226)
      Redemption of limited partner units                                (93,773)        (135,886)         (42,576)
                                                                     -----------      -----------      -----------


 Net cash (used in) provided by financing activities                 (20,395,083)       3,914,085       (2,433,447)
                                                                     -----------      -----------      -----------


 Net increase in cash and cash equivalents                               701,251          666,094         (767,827)
 Cash and cash equivalents, beginning of the year                        718,195           52,101          819,928
                                                                     -----------      -----------      -----------

 Cash and cash equivalents, end of the year                          $ 1,419,446      $   718,195      $   52,101
                                                                     ===========      ===========      ===========

</TABLE>


See accompanying notes to consolidated financial statements.

                                       25
<PAGE>

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

<TABLE>
<CAPTION>

                                                                                   2005             2004           2003
                                                                                   ----             ----           ----
 Supplemental disclosure of cash flow information:
<S>                                                                             <C>             <C>              <C>
      Cash paid during the period for interest                                  $    140,309    $   412,872      $ 522,805
                                                                                ============    ===========      =========

Supplemental disclosure of non-cash investing and financing activities:
     Principal and interest paid directly to lenders by lessees                 $ 10,527,945    $ 9,600,944      $7,375,749
                                                                                ============    ===========      ==========
Non-recourse debt acquired through majority ownership of
     a previously minority owned joint venture                                  $         -     $15,216,101      $       -
                                                                                ============    ============     ==========
Investment in operating lease acquired through majority ownership
     of a previously minority owned joint venture                               $         -     $20,700,354      $       -
                                                                                ============    ===========      ==========
Transfer of residual to investment in operating leases                          $         -     $ 8,034,770      $       -
                                                                                ============    ===========      ==========
Joint venture interests acquired from affiliate in exchange
     for amounts owed                                                           $         -     $   265,000      $       -
                                                                                ============    ===========      ==========

See accompanying notes to consolidated financial statements

</TABLE>


                                       26
<PAGE>

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

(1)    Organization

     ICON Income  Fund Eight A L.P.  (the  "Partnership")  was formed on July 9,
1997 as a  Delaware  limited  partnership.  The  Partnership  is  engaged in one
business  segment,  the business of acquiring  equipment  subject to lease.  The
Partnership will continue until December 31, 2017, unless terminated sooner.

     The Partnership's  principal  investment objective is to obtain the maximum
economic return from its investments for the benefit of its partners. To achieve
this  objective  the  Partnership:  (i)  acquired  a  diversified  portfolio  of
equipment   leases  and   financing   transactions;   (ii)  made   monthly  cash
distributions to its partners  commencing with each partner's  admission through
the reinvestment  period,  which ended on December 20, 2005,  (iii)  re-invested
substantially  all  undistributed  cash from  operations  and cash from sales of
equipment and financing  transactions  during the reinvestment  period; and (iv)
during the  liquidation  period,  dispose of its  investments and distribute the
cash from sales of such investments to its partners.

     The General  Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut  corporation.  The General Partner manages and controls
the business affairs, including, but not limited to, the Partnership's equipment
leases and financing transactions under the terms of a management agreement with
the Partnership.  Additionally,  the General Partner has a 1% ownership interest
in the Partnership.

     The  Partnership's  maximum  offering  was  $75,000,000.   The  Partnership
commenced  business  operations on its initial  closing date,  October 14, 1998,
with the admission of 12,000 limited  partnership units representing  $1,200,000
of capital  contributions.  Between October 15, 1998 and May 17, 2000, the final
closing  date,   737,965   additional   limited   partnership  units  were  sold
representing  $73,796,504 of capital contributions  bringing the total admission
to 749,965 limited  partnership units sold  representing  $74,996,504 of capital
contributions.  Between  October 15, 1998 and December 31, 2005, the Partnership
redeemed 13,083 limited  partnership  units leaving 736,882 limited  partnership
units outstanding at December 31, 2005.

     Partners'   capital  accounts  are  increased  for  their  initial  capital
contribution plus their  proportionate  share of earnings and decreased by their
proportionate  share  of  losses  and  distributions.   Profits,   losses,  cash
distributions and liquidation proceeds are allocated 99% to the limited partners
and 1% to the General  Partner  until each  limited  partner has  received  cash
distributions  and  liquidation  proceeds  sufficient  to reduce their  adjusted
capital   contribution   account  to  zero  and  receive,  in  addition,   other
distributions  and  allocations  which would provide an 8% per annum  cumulative
return on their outstanding  adjusted capital contribution  account.  After such
time, distributions will be allocated 90% to the limited partners and 10% to the
General Partner.

(2)    Summary of Significant Accounting Policies

     Consolidation and Minority Interest

     The  consolidated   financial   statements  include  the  accounts  of  the
Partnership and its majority owned subsidiaries.  All intercompany  accounts and
transactions have been eliminated in consolidation.

                                       27
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(2)    Summary of Significant Accounting Policies - continued

     The Partnership accounts for its noncontrolling interests in joint ventures
where the  Partnership  has  influence on  financial  and  operational  matters,
generally greater than 5% and less than 50% ownership interest, under the equity
method of accounting.  In such cases, the Partnership's original investments are
recorded  at  cost  and  adjusted   for  its  share  of  earnings,   losses  and
distributions.  The Partnership accounts for investments in joint ventures where
the  Partnership  has  virtually no influence  over  financial  and  operational
matters using the cost method of accounting.  In such cases,  the  Partnership's
original investments are recorded at cost and reduced for distributions.  All of
the  Partnership's  investments  in joint ventures are subject to its impairment
review policies.

     In joint ventures where the  Partnership's  ownership  interest is majority
owned,  minority interest represents the minority owner's proportionate share of
its equity in the joint  venture.  The  minority  interest is  adjusted  for the
minority  owner's share of the earnings,  losses and  distributions of the joint
venture.

     Cash and Cash Equivalents

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

     Allowance for Doubtful Accounts

     The Partnership estimates collectibility of receivables by analyzing lessee
concentrations,  credit  worthiness and current  economic trends when evaluating
the adequacy of the allowance for doubtful accounts.  The Partnership records an
allowance for doubtful accounts when the analysis indicates that the probability
of full collection is unlikely.

     Investments in Operating Leases

     Investments  in  operating  leases  are  stated  at cost  less  accumulated
depreciation.  Depreciation is being provided for using the straight-line method
over the term of the related equipment lease to its estimated  residual value at
lease  end.  Upon  final  disposition  of the  equipment,  the cost and  related
accumulated  depreciation  will be removed from the  accounts and the  resulting
profit or loss will be reflected in the  consolidated  statement of  operations.
Revenues from operating  leases are recognized on a straight line basis over the
lives of the related leases.

     Asset Impairment

     The  Partnership's  asset  portfolio  is  periodically  reviewed,  at least
annually, to determine whether events or changes in circumstances  indicate that
the carrying  value of an asset may not be  recoverable.  An impairment  loss is
recognized if the carrying  amount of a long-lived  asset is not recoverable and
exceeds its fair value. If there is an indication of impairment, the Partnership
estimates  the future cash flows  (undiscounted  and without  interest  charges)
expected  to  result  from the use of the asset  and its  eventual  disposition.
Future cash flows are the cash inflows expected to be generated by an asset less
the cash  outflows  expected to be  necessary  to obtain  those  inflows.  If an
impairment is determined to exist,  an impairment loss is measured as the amount
by which the carrying amount of a long-lived asset exceeds its fair value.

                                       28
<PAGE>

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

(2)  Summary of Significant Accounting Policies - continued

     Asset Impairment

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than its  carrying  value or (ii) the lessee is  experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from  the   disposition   of  the  asset  will  be  sufficient  to  satisfy  the
Partnership's  residual position in the asset and, if applicable,  the remaining
obligation to the non-recourse  lender.  Generally in the latter situation,  the
residual position relates to equipment subject to third party non-recourse notes
payable where the lessee remits their rental payments directly to the lender and
the LLC does not recover  its  residual  position  until the  non-recourse  note
payable is repaid in full.

     Equipment Held for Sale or Lease

     Equipment  held  for  sale or lease  is  recorded  at the  lower of cost or
estimated  fair value less  anticipated  costs to sell and consists of equipment
previously  leased  to end  users  which has been  returned  to the  Partnership
following lease expiration.

     Convertible Notes Receivable

     The Partnership  classifies its investments in convertible notes receivable
as available for sale.  Available for sale securities are recorded at fair value
based upon quoted market prices or the General Partner's best estimate if quoted
market prices are not available. Unrealized gains and losses during the year are
reflected  in other  comprehensive  income  which is a  component  of  partners'
equity. Realized gains and losses during the year are reflected in the statement
of operations.

     Redemption of Limited Partnership Units

     The  Partnership  may, at its discretion  may,  redeem units from a limited
number  of its  limited  partners  in  any  one  year,  as  provided  for in the
partnership  agreement.  The  redemption  amounts  are  calculated  following  a
specified  redemption  formula in  accordance  with the  partnership  agreement.
Redeemed units have no voting rights and do not share in distributions. Redeemed
limited partnership units are accounted for as a reduction of partners' equity.

     Per Unit Data

     Net income  (loss) and  distributions  per unit are based upon the weighted
average number of limited partnership units outstanding during the year.

     Revenue Recognition

     The Partnership  leases  equipment to third parties which may be classified
as either a finance lease or an operating lease,  which is determined based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the related lease for a finance lease.  For an operating  lease, the
initial  direct costs are  included as a component of the cost of the  equipment
and depreciated.

                                       29
<PAGE>

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

(2)  Summary of Significant Accounting Policies - continued

     For finance leases, the Partnership records, at lease inception,  the total
minimum lease payments  receivable from the lessee,  the estimated  unguaranteed
residual value of the equipment at lease  termination,  the initial direct costs
related to the lease and the related unearned income. Unearned income represents
the difference between the sum of the minimum lease payments receivable plus the
estimated unguaranteed residual minus the cost of the leased equipment. Unearned
income is  recognized  as finance  income  over the term of the lease  using the
effective interest rate method.

     For  operating  leases,  rental  income is  recognized on the straight line
method over the lease term.  Billed and uncollected  operating lease receivables
are included in other  assets.  Deferred  income is the  difference  between the
timing of the cash payments and the income recognized on a straight line basis.

     Income Taxes

     No provision  for income taxes has been  recorded  since the  liability for
such  taxes  is  that  of  each  of the  individual  partners  rather  than  the
Partnership.  The Partnership's income tax returns are subject to examination by
the Federal and state taxing authorities,  and changes, if any, could adjust the
individual income tax of the partners.

     Fair Value of Financial Instruments

     Statement of Financial Accounting Standards ("SFAS") No. 107,  "Disclosures
About Fair Values of Financial Instruments," requires disclosures about the fair
value of financial instruments. Separate disclosure of fair value information at
December  31,  2005  and 2004  with  respect  to the  Partnership's  assets  and
liabilities is not  separately  provided since (i) SFAS No. 107 does not require
fair value  disclosures  of lease  arrangements  and (ii) the carrying  value of
financial assets, other than lease related investments and the recorded value of
non-recourse debt,  approximates fair value due to their short-term  maturities.
The fair value of the Partnership's  non-recourse debt, estimated based upon the
interest rate available from the  Partnership's  recourse lender at December 31,
2005, is approximately $11,283,000 at December 31, 2005.

     Use of Estimates

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

                                       30
<PAGE>

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

(2)  Summary of Significant Accounting Policies - continued

     Recent Accounting Pronouncements

     On June 1, 2005, the Financial  Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 154 "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinion No.
20,  "Accounting  Changes"  ("APB  20") and SFAS No.  3,  "Reporting  Accounting
Changes in Interim  Financial  Statements," and changes the requirements for the
accounting  for and  reporting  of a change in  accounting  principle.  SFAS 154
requires  retrospective  application to prior periods' financial statements of a
voluntary change in accounting  principle unless it is impracticable  for fiscal
years  beginning  after December 15, 2005. APB 20 previously  required that most
voluntary  changes in  accounting  principle be  recognized  by including in net
income of the period of the change the cumulative  effect of changing to the new
accounting  principle.  The Partnership does not expect the adoption of SFAS 154
to have an impact on its financial position or results of operations.

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

     Reclassifications

     Certain  reclassifications have been made to the accompanying  consolidated
financial statements in prior years to conform to the current presentation.

(3)    Joint Ventures

     The Partnership and certain of its affiliates, entities also managed by the
General Partner,  formed seven joint ventures,  discussed below, for the purpose
of acquiring and managing  various assets.  The Partnership and these affiliates
have substantially  identical investment  objectives and participate on the same
terms and conditions. The Partnership and the other joint venturers have a right
of first refusal to purchase the equipment,  on a pro-rata  basis, if any of the
other joint  venturers  desire to sell their interests in the equipment or joint
venture.

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

     ICON Aircraft 46837, LLC

     On March 31,  2004,  the  Partnership  along with ICON Income Fund Ten, LLC
("Fund Ten") formed a joint venture,  ICON Aircraft  46837,  LLC ("ICON Aircraft
46837"),  for the  purpose  of  acquiring  a 1979  McDonnell  Douglas  DC-10-30F
aircraft  on lease to Federal  Express  Corporation  ("FedEx")  with a remaining
lease term of 36 months.  The Partnership  initially  acquired a 28.6% ownership
interest in this joint venture for a total cash  contribution  of  approximately
$1,100,000.  Legal and bank fees of $238,621 were also paid and  capitalized  as
part of the cost of the investment.

                                       31
<PAGE>

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

(3)    Joint Ventures - continued

     The  Partnership  had an option to acquire an  additional  61.4%  ownership
interest  in ICON  Aircraft  46837  from Fund Ten.  The cost of the  option  was
$419,672,  which  included  $10,000  paid to Fund Ten and  $409,672  paid to the
General  Partner as an  acquisition  fee.  During the third quarter of 2004, the
option  was  exercised  and  Fund Ten sold a 61.4%  ownership  interest  in ICON
Aircraft  46837  to the  Partnership  giving  the  Partnership  a 90%  ownership
interest.  Fund Ten received  approximately  $2,297,000 for the 61.40% interest.
The Partnership consolidates ICON Aircraft 46837's balance sheet at December 31,
2005 and 2004 and the  results of  operations  and cash flows for the year ended
December 31, 2005 and for the six months ended December 31, 2004.

     The aircraft is subject to non-recourse  debt that accrues interest at 4.0%
per annum and matures in March 2007.  The lender has a security  interest in the
aircraft and an  assignment of the rental  payments  under the lease with FedEx.
The outstanding  balance of the  non-recourse  debt secured by this aircraft was
$7,834,633 at December 31, 2005.

     At  December  31,  2005,  the  General  Partner  determined,  based upon an
independent  third party  appraisal  that indicated the aircraft may be impaired
and a slower than  expected  recovery  in the air  transportation  industry,  to
record  an  impairment  loss  for  approximately   $3,586,000  to  more  closely
approximate the adjusted book value to the current fair value of the aircraft.

     ICON/Boardman Facility LLC

     The  Partnership  along with ICON Cash Flow Partners L.P. Six ("L.P.  Six")
had ownership interests of 99.4975% and 0.5025%,  respectively, in ICON/Boardman
Facility LLC ("ICON BF") as of December 31, 2004.  ICON BF owned a coal handling
facility on lease with Portland General Electric  ("PGE"),  a utility company in
Portland, Oregon.

     The General Partner entered into a Memorandum of Agreement with PGE to sell
the  coal  handling  facility  effective  May  27,  2005.  The  sale  price  was
approximately  $21,250,000.  In  connection  with the sale,  ICON BF repaid  the
remaining   outstanding  balance  of  the  non-recourse  debt  of  approximately
$7,650,000,  netting the Partnership  approximately $13,600,000 in cash. The net
gain from this transaction was approximately  $4,834,000.  ICON BF owed L.P. Six
approximately  $68,000 for its proportionate  share of the net proceeds from the
joint venture which was paid during September 2005.

     In accordance with an agreement  between ICON Cash Flow Partners L.P. Seven
("L.P. Seven") and the Partnership  relating to the Partnership's  acceptance of
L.P.  Seven's  0.5025%  ownership  interest in ICON BF during  September 2004 in
settlement of amounts owed to the  Partnership,  the Partnership owed L.P. Seven
approximately  $3,000 due to the  difference  between the estimated  sales price
used  to  calculate  the  fair  value  of ICON  BF at the  time of L.P.  Seven's
assignment to the Partnership (approximately $65,000) and the actual sales price
received by ICON BF, which was repaid to L.P. Seven during September 2005.

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

                                       32
<PAGE>

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

(3)    Joint Ventures - continued

     ICON Global Crossing, LLC

     On November 17, 2005, the Partnership along with Fund Ten, and ICON Leasing
Fund  Eleven,  LLC ("Fund  Eleven")  formed  ICON  Global  Crossing,  LLC,  with
ownership   interests   of  12%,   44%  and  44%,   respectively,   to  purchase
state-of-the-art   telecommunications   equipment  from  various  vendors.   The
equipment,  once  purchased,  will be  subject  to a  forty-eight  month  lease,
beginning  January  1,  2006,  with  Global  Crossing  Telecommunications,  Inc.
("Global   Crossing").   Global   Crossing   is  an  Internet   protocol   based
telecommunications  provider that delivers voice, video and data services to its
customers.  The  Partnership's  contribution  to ICON  Global  Crossing  LLC was
approximately  $2,000,000  which was held in escrow at December 31, 2005 pending
the  equipment  purchase.  At  December  31,  2005 the  Partnership  accrued  an
acquisition  fee  payable  to its  General  Partner  of  approximately  $60,000,
relating to the Partnership's investment in ICON Global Crossing LLC.

     ICON Cheyenne LLC

     The Partnership  along with L.P. Six, L.P. Seven and ICON Income Fund Eight
B L.P.  ("Fund  Eight B") formed ICON  Cheyenne  LLC ("ICON  Cheyenne")  for the
purpose of acquiring and managing a portfolio of equipment leases  consisting of
over the road rolling  stock,  manufacturing  equipment and  materials  handling
equipment.  The original  transaction  involved  acquiring from Cheyenne Leasing
Company a portfolio  of 119 leases,  of which at December  31,  2005,  16 remain
active,  with various  expiration dates through  September 2007. During December
2005 L.P. Six sold its entire  ownership  percentage to Fund Eight B for $4,758.
On  September  23,  2004,  L.P.  Seven  assigned  9.04% of its  interest in ICON
Cheyenne  to  the  Fund  Eight  B  for  $204,384.  At  December  31,  2005,  the
Partnership, L.P. Seven and Fund Eight B had ownership interests of 1.00%, 1.27%
and 97.73%, respectively.

     Gulf Coast Leasing, LLC

     During March 2000,  the  Partnership  acquired a 50% interest in Gulf Coast
Leasing,  LLC ("Gulf  Coast")  which  acquired a residual  value  interest in an
off-shore  drilling rig subject to lease with an unaffiliated  third party.  The
lease expires on June 23, 2008.  All of the rental  payments under the lease are
used to service the non-recourse debt that was incurred to acquire the equipment
and also matures on June 23, 2008.  The  Partnership  paid  $1,997,000  in cash,
including acquisition fees, to acquire its interest.

     ICON/AIC Trust

     In 2001,  the  Partnership  along with,  L.P.  Six and L.P.  Seven  formed,
ICON/AIC  Trust ("AIC Trust") for the purpose of owning and managing a portfolio
of equipment leases located in England. On December 28, 2001, AIC Trust sold its
remaining leases, subject to the related debt, in exchange for a note receivable
of (pound)2,575,000  ($3,744,822  converted at the exchange rate at December 31,
2001) which was payable in six installments through June 2004. In July 2004, the
final   installment   on  the  note  was  collected  and   distributed   to  its
beneficiaries.  On September 30, 2004, AIC Trust was dissolved. The Partnership,
L.P.  Six  and  L.P.  Seven  owned  interests  of  43.73%,  25.51%  and  30.76%,
respectively.

                                       33
<PAGE>

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

(3)    Joint Ventures - continued

     For the year ended December 31, 2004, the Partnership  realized $177,832 of
foreign  currency  translation  gains from the transaction  which is included in
income  from  investments  in joint  ventures in the  accompanying  consolidated
statement of operations.

     ICON Aircraft 24846 LLC

     The Partnership along with L.P. Seven and Fund Eight B formed ICON Aircraft
24846 LLC ("ICON Aircraft  24846") for the purpose of acquiring an investment in
a Boeing  767-300ER  aircraft  on lease to  Scandinavian  Airline  Systems.  The
Partnership,  L.P. Seven and Fund Eight B had ownership  interests of 2.0%, 2.0%
and 96.0%, respectively.

     The aircraft was sold on July 29, 2004 and ICON Aircraft  24846  realized a
net  loss  on the  sale of  approximately  $601,800.  The  General  Partner  had
determined  that it was in the best  interest  of ICON  Aircraft  24846  and its
members to sell the Boeing 767-300ER  aircraft to BTM Capital Corp., the lender,
for an amount equal to the then outstanding  debt balance.  The decision to sell
the aircraft was based,  in part, on the following  factors:  (i) the aircraft's
fair market value was estimated to be between  $24,000,000  and  $27,000,000 and
the balance of the outstanding debt was $34,500,000;  (ii) any new lease for the
aircraft would have required an additional  $850,000 in equity (at a minimum) in
order to  reconfigure  the aircraft  and upgrade the engines;  and (iii) if ICON
Aircraft 24846 were to continue to remarket the aircraft,  the lender would have
required  interest only payments of  approximately  $100,000 per month until the
aircraft was re-leased.

(4)    Investments in Finance Leases

     The  Partnership  has an investment in a finance lease with Regus  Business
Center Corp.  ("Regus"),  which leases office,  telecommunications  and computer
equipment  from the  Partnership  under a direct  finance  lease since August of
2000.  Regus  filed for  bankruptcy  protection  under  Chapter 11 of the United
States bankruptcy code on January 14, 2003. The Partnership had been negotiating
an  amended  lease  with  Regus  which was  approved  when  Regus  emerged  from
bankruptcy protection. Under the revised lease agreement, Regus commenced making
payments at a reduced  rental rate,  with an extension for 48 months,  effective
from March 15, 2003.  At December  31,  2005,  Regus was current on its payments
under the revised lease agreement.

     Due to Regus's  current  history of timely  payments,  the General  Partner
determined that the allowance for doubtful  accounts recorded during prior years
was no longer  required and reversed  $125,842  and  $102,879,  during the years
ended December 31, 2005 and 2004, respectively, into the consolidated statements
of operations for the years ended December 31, 2005 and 2004.

     On December  16, 2005 the  Partnership  entered into an agreement to invest
$4,040,000,  in  cash,  to  acquire  the  manufacturing  equipment  of  Playcore
Wisconsin,  Inc.  ("Playcore").  This lease has been  accounted  for as a direct
finance lease. The Partnership entered into a lease agreement with Playcore with
a base term of three years commencing on January 1, 2006. At lease  termination,
Playcore has several  options;  to extend the lease for its then  in-place  fair
market  value,  purchase all of the  equipment at an agreed upon price or return
all the  equipment  to us. The  Partnership  accrued an  acquisition  fee to its
General Partner of $121,200 relating to the purchase of this equipment.

                                       34
<PAGE>

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

(4)    Investments in Finance Leases - continued

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

    Year Ending
    December 31,
    ------------
        2006        $      2,355,763
        2007               1,732,628
        2008               1,608,000
                    ----------------

                    $      5,696,391
                    ================

(5)    Investments in Operating Leases

     The  Partnership  owned a Boeing  737-2E3A  aircraft  and a Boeing  737-277
aircraft  (collectively,  the  "Aircraft")  each of  which  had been on lease to
America West Airlines, Inc. ("America West"). On July 12, 2005, America West, in
consideration for the early return of the Aircraft, pre-paid the remaining lease
payments  through the end of the lease terms  totaling  approximately  $630,000,
along with return costs totaling approximately $2,380,000. The return costs were
paid to the  Partnership  as  consideration  for the Aircraft  being returned in
inadequate condition.  Simultaneously with the receipt of the lease payments and
return  costs  from  America  West,  the  Partnership  sold the  Aircraft  to an
unaffiliated  third party, for the aggregate  purchase price of $1,000,000.  The
amounts received for the lease payments, return costs and the purchase price for
the Aircraft were used to repay, in full, the  outstanding  debt balance owed to
the lender.  During the quarter ended June 30, 2005, the Partnership  recognized
an  impairment  loss  of  approximately  $685,000  relating  to the  sale of the
Aircraft.

     During 2003, Sky Airlines, a lessee of the Partnership, which operated as a
tour  operator  based  in  Antalya,  Turkey  became  delinquent  on its  payment
obligations under the lease. The lender on the transaction delivered notice that
an event of  default  existed  as a result of Sky  Airlines  failing  to pay all
amounts  due under the lease on a timely  basis.  Consequently  the  Partnership
notified Sky Airlines that it was in default under the lease  agreement and made
demand for payment in full.

     The lender exercised its right to repossess the aircraft which was on lease
to Sky Airlines,  along with the aircraft that was on lease to Boeing  Connexion
during the quarter ended September 30, 2003. While Boeing Connexion was never in
default  under its  lease,  the  cross-collateralization  provision  of the loan
agreement,  which was entered  into at the  purchase  date of the two  aircraft,
resulted in both aircraft being repossessed.  As a result of the repossession of
the two aircraft the  Partnership  was relieved of  $23,244,966 of related notes
payable - non recourse and wrote off its remaining  net  investment in operating
leases of  $30,610,443,  which  resulted in a loss on  termination  of leases of
$7,365,477 for the year ended December 31, 2003.

     At December  31,  2005,  the  General  Partner  determined  that one of the
Partnership's  assets, a tug boat and barge, on lease to BP Amoco Plc., has been
depreciated to its estimated residual value and therefore,  ceased  depreciation
effective  January 1, 2006. This assessment was based upon the General  Partners
annual review of the  Partnership's  assets and its  impairment  policy.  It was
determined  that the net book value of this leased  equipment  approximates  the
appraised  value at lease  termination  which is January 1, 2008. This change in
estimate  is  anticipated   to  result  in  a  decrease  in  the   Partnership's
depreciation  and amortization of  approximately  $1,243,000  ($1.68 per limited
partnership unit) annually through the end of the lease term.

                                       35
<PAGE>

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

(5)    Investments in Operating Leases - continued

     During 2004, the Partnership reclassified one of its investments in finance
leases to investments in operating leases. A reclassification  of $8,034,770 was
made for the vessel and tug boat under lease with Keystone Great Lakes.

     Investments in operating leases consist of the following at December 31:



                                                2005             2004
                                                ----             ----
 Aircraft and aircraft related equipment    $  18,486,930  $  29,838,910
 Petrochemical tug and barge                    8,034,770      8,034,770
                                            -------------  -------------

                                               26,521,700     37,873,680

 Less: accumulated depreciation               (11,412,469)    (7,752,404)
                                            -------------  -------------

                                            $  15,109,231  $  30,121,276
                                            =============  =============


     Non-cancelable minimum annual rentals due from investments operating leases
are as follows at December 31, 2005:

    Year Ending
    December 31,
    ------------
        2006               $   6,276,096
        2007                   3,584,018
        2008                     445,970
                           -------------

                           $  10,306,084
                           =============

(6)    Equipment Held for Sale or Lease

     Equipment  held for sale or lease at December  31, 2005 and 2004,  consists
solely of aircraft rotable parts for Boeing A300 aircraft. Aircraft rotables are
replacement  spare  parts  that  are  held  in  inventory  by  an  airline.  The
Partnership is currently in the process of remarketing  this equipment.  For the
years ended  December  31, 2005 and 2004,  the  Partnership  sold  approximately
$279,000 and $108,000, respectively, of this equipment.

     On  December  28,  2005,  the  Partnership  purchased  from  ICON Cash Flow
Partners,  L.P.,  Series E, an affiliate  also  managed by the General  Partner,
aircraft  rotables valued at approximately  $133,000.  Fair value was determined
based  upon the  present  value of recent  sales  offers  from  unrelated  third
parties.

     For the years ended December 31, 2005 and 2004, the Partnership recorded an
impairment  loss  of  $1,151,665  and  $529,480,   respectively  based  upon  an
independent  appraisal,  which  indicated  that the fair  value of the  aircraft
rotables was less than the book value of the  aircraft  rotables at December 31,
2005 and 2004.

                                       36
<PAGE>

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

(7)    Convertible Notes Receivable

     In connection with a restructuring of two aircraft leases with America West
in January 2002 (See Note 5), the  Partnership  received  four 7.5%  convertible
notes for an aggregate  principal  amount of $2,000,000  maturing on January 18,
2009.  These notes were  pledged as security to the  America  West  lender.  The
Partnership  classified  and  accounted  for these notes as  available  for sale
securities.  At December 31, 2004 the Partnership determined that the fair value
of  the  convertible  notes  had  increased  due to  the  Partnership's  ability
beginning  January 18, 2005 to convert these notes to common stock.  These notes
were  convertible  into  shares of America  West  class B common  stock upon the
occurrence of certain events,  at the option of America West through January 18,
2005 and then at the option of the  Partnership  through  maturity.  The initial
conversion price was $12 per share or a conversion ratio of approximately 83.333
shares  per $1,000  principal  amount of the  notes,  subject  to  anti-dilution
provisions.  At December 31, 2004 the estimated fair value of these  convertible
notes was determined by the General  Partner to be $625,000.  The fair value was
calculated  based upon the then market value of the  underlying  common stock of
America  West at December  31,  2004 less a discount  due to  uncertainties  and
restrictions relating to the underlying class B common stock.

     In conjunction with the sale of the two Boeing aircraft on lease to America
West (See Note 5) and the subsequent repayment of the related non-recourse debt,
the lender released to the Partnership the 7.5% convertible notes which had been
held as collateral by the lender.  On July 15, 2005, the Partnership  sold these
7.5% convertible notes and received approximately  $1,660,000 in cash, including
accrued interest.

(8)    Notes Payable - Non-recourse

     The  Partnership's  non-recourse  notes  payable  are paid  directly to the
lenders by the lessees and accrue interest at rates ranging from 3.65% per annum
to 10.63% per annum with maturity dates through 2008. The  outstanding  balances
of non-recourse notes payable at December 31, 2005 and 2004 were $12,701,548 and
$33,646,477 respectively.

     On May 6, 2004,  ICON BF  refinanced  its  non-recourse  debt  relating  to
equipment on lease to Portland  General  Electric ("PGE") which was scheduled to
mature  on  January  23,  2010 and  accrued  interest  at 3.65% per  annum.  The
Partnership used a majority of the refinancing proceeds to repay its outstanding
obligations  under  the  Partnership's   recourse  debt  to  Comerica  Bank.  In
conjunction with the refinancing,  PGE agreed to extend their lease with ICON BF
to January 23, 2010.  During May 2005, ICON BF sold the leased  equipment to PGE
and repaid the remaining outstanding  non-recourse debt balance of approximately
$7,650,000 (See Note 3).

     Principal  maturities of the  Partnership's  notes  payable -  non-recourse
consist of the following at December 31, 2005:

        Years Ending
        December 31,
        ------------
            2006             $ 5,727,660
            2007               3,259,215
            2008               3,714,673
                             -----------

                             $12,701,548
                             ===========


                                       37
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(9)    Note Payable - Recourse

     On May 30, 2002,  the  Partnership,  along with certain of its  affiliates;
L.P.  Seven;  Fund Eight B and Fund Nine (the  "Initial  Funds")  entered into a
$17,500,000  line of credit  agreement with Comerica Bank.  Effective  August 5,
2004, the line of credit  agreement was amended to add ICON Income Fund Ten, LLC
("Fund  Ten") as a  borrower.  The Initial  Funds and Fund Ten are  collectively
referred to as the Borrowers.

     The Borrowers entered into a Contribution Agreement, dated May 30, 2002, as
subsequently  amended to include Fund Ten,  pursuant to which the Borrowers have
agreed to certain  restrictions  on the  amounts  and terms of their  respective
borrowings under the line of credit agreement in order to minimize the risk that
a Borrower would be unable to repay its allocable portion of outstanding line of
credit  obligations at any time. On September 7, 2005, the Borrowers  repaid and
cancelled  the line of credit  with  Comerica  Bank and  terminated  the related
contribution agreement. The Partnership is no longer party to any line of credit
or contribution agreement.

(10)   Limited Partnership Redemptions

     For the years ended December 31, 2005,  2004 and 2003, the General  Partner
consented to the Partnership  redeeming 2,633, 2,793 and 661 limited partnership
units,  respectively.  The  redemption  amounts are  calculated  according  to a
specified  redemption  formula in  accordance  with the  partnership  agreement.
Redeemed  units  have no voting  rights and do not share in  distributions.  The
partnership  agreement  limits the number of units  which can be redeemed in any
one year and redeemed units may not be reissued.  Redeemed  limited  partnership
units are accounted for as a reduction of partners' equity.

(12) Other Comprehensive Income (Loss)

     For the years ended December 31, 2005, 2004 and 2003,  other  comprehensive
income (loss) consists of the following:


<TABLE>
<CAPTION>
                                                               Years Ended December 31,
                                                               ------------------------
                                                          2005           2004            2003
                                                          ----           ----            ----
<S>                                                   <C>            <C>              <C>
 Net income (loss)                                    $ 1,287,041    $(3,521,353)     $(7,912,634)

 Other comprehensive income:
      Change in valuation of convertible notes           (625,000)       625,000              -
                                                      -----------    -----------      -----------

 Comprehensive income (loss)                          $   662,041    $(2,896,353)     $(7,912,634)
                                                      ===========    ===========      ===========


</TABLE>

(13)   Transactions with Related Parties

     In accordance with the terms of the management  agreement,  the Partnership
pays the General  Partner (i)  management  fees ranging from 1% to 7% based on a
percentage of the rentals received either directly by the Partnership or through
joint ventures and (ii) acquisition fees, through the reinvestment period, of 3%
calculated   based  on  the  gross  value  of  the   Partnership's   acquisition
transactions.  In addition, the General Partner is reimbursed for administrative
expenses incurred in connection with the Partnership's operations.

                                       38
<PAGE>

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

(13)   Transactions with Related Parties - continued

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

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

     The General Partner also has a 1% interest in the Partnership's profits and
distributions.  The  Partnership  paid  distributions  to the General Partner of
$40,165, $40,221 and $61,012, respectively, for each of the years ended December
31, 2005. Additionally,  the General Partner's interest in the Partnership's net
income was $12,870 for the year ended December 31, 2005 and the General Partners
interest in the  Partnership's  net loss was $35,214 and $79,126,  respectively,
for each of the two years ended December 31, 2004.

     The  Partnership  had a payable of $253,662  due to the General  Partner at
December 31, 2005. The Partnership  owed the General Partner $72,462 for accrued
and unpaid  administrative  expense  reimbursements and $181,200 for accrued and
unpaid acquisition fees for the year ended December 31, 2005.

     The Partnership had a net payable of $73,682 due to the General Partner and
affiliates  at December  31,  2004.  The  Partnership  owed the General  Partner
$32,896 for accrued and unpaid  administrative  expense  reimbursements  for the
year ended  December 31, 2004.  Additionally,  the  Partnership  owed $40,786 to
several of its  affiliated  entities for joint venture  activity paid for on the
Partnership's behalf.

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

<TABLE>
<CAPTION>
                                                                Years Ended December 31,
                                                                ------------------------
                                                         2005            2004            2003
                                                         ----            ----            ----
<S>               <C>                                 <C>            <C>              <C>
 Acquisition fees (1)                                 $   181,200    $       -        $      -
 Management fees (2)                                      508,938        538,159          737,943
 Administrative expense reimbursements (2)                355,541        301,704          292,117
                                                      -----------    -----------      ------------

                                                      $ 1,045,679    $   839,863      $ 1,030,060
                                                      ===========    ===========      ===========
</TABLE>

(1)  Amount  included in other assets and amortized over the life of the related
     asset.

(2)  Charged directly to operations.

                                       39
<PAGE>

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

(14)   Concentrations

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

     Concentrations  of credit risk with respect to lessees are dispersed across
the  different  industry  segments  within  the  United  States of  America  and
throughout the world;  accordingly,  the  Partnership is exposed to business and
economic  risk.   Although  the  Partnership   does  not  currently   foresee  a
concentrated  credit risk  associated  with these  lessees,  lease  payments are
dependent upon the financial stability of the lessees.

     For the year ended December 31, 2005, the  Partnership had two lessees that
accounted for 80% of total rental income and finance income.  For the year ended
December 31,  2004,  the  Partnership  had three  lessees  which  accounted  for
approximately 84% of total rental income and finance income.  For the year ended
December  31,  2003,  the  Partnership  had  four  lessees  that  accounted  for
approximately 77% of total rental income and finance income.

(15)   Commitments and Contingencies

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

     On November 24, 2004,  L.P. Seven assigned to the  Partnership  0.8% of its
rights to the  profits,  losses  and cash  flows  from its  limited  partnership
interest in an entity that owns a 100%  interest in a mobile  offshore  drilling
rig that is subject to lease with Rowan Companies,  Inc. L.P. Seven assigned the
rights  to the  Partnership  as  repayment  of  its  $200,000  outstanding  debt
obligation  pursuant to a contribution  agreement that we entered into with some
of our  affiliates in connection  with the line of credit  agreement we had with
Comerica Bank. This amount represented L.P. Seven's  proportionate fair value of
L.P. Seven's interest in the mobile offshore  drilling rig at November 24, 2004.
The fair value of the  mobile  offshore  drilling  rig was  determined  using an
independent third party appraisal and cash flow analysis.

(16) Income Taxes (Unaudited)

     No provision  for income taxes has been  recorded  since the  liability for
such  taxes  is  that  of  each  of the  individual  partners  rather  than  the
Partnership.  The Partnership's income tax returns are subject to examination by
the Federal and state taxing  authorities,  and changes, if any could adjust the
individual income tax of the partners.

     At December 31, 2005 and 2004, the partners'  capital accounts  included in
the  consolidated  financial  statements  totaled  $13,159,741 and  $16,607,978,
respectively.  The partners' capital accounts for Federal income tax purposes at
December 31, 2005 and 2004 totaled $25,858,353 and $6,306,127, respectively. The
difference  arises  primarily  from  commissions  reported as a reduction in the
partners' capital accounts for financial  reporting purposes but not for Federal
income tax purposes, and differences in direct finance leases,  depreciation and
amortization  and provision for losses between  financial  reporting and Federal
income tax purposes.

                                       40
<PAGE>

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

(16) Income Taxes (Unaudited)

     The following  table  reconciles net income (loss) for financial  statement
reporting  purposes to the net income (loss) for Federal  income tax purposes as
follows:


<TABLE>
<CAPTION>

                                                               Years Ended December 31,
                                                               ------------------------
                                                          2005           2004              2003
                                                          ----           ----              ----
<S>                                                    <C>           <C>              <C>
 Net income (loss) per consolidated
    financial statements                              $ 1,287,041    $(3,521,353)     $(7,912,634)

 Adjustments for direct finance lease                     354,345     (1,157,092)         908,057
 Interest                                                     -          392,467          607,362
 Depreciation and amortization                          5,299,706      1,818,570       (2,299,992)
 Gain on sale of equipment                             18,245,519      1,091,859        4,202,620
 Other                                                 (1,524,107)     4,124,205          587,303
                                                      -----------    -----------      -----------

 Net income (loss) for Federal income tax purposes    $23,662,504    $ 2,748,656      $(3,907,284)
                                                      ===========    ===========      ===========
</TABLE>



(17) Selected Quarterly Financial Data (Unaudited)

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


<TABLE>
<CAPTION>

                                                                       Quarters Ended in 2005
                                                                       ----------------------
                                                         March 31,       June 30,     September 30,     December 31,
                                                         ---------       --------     -------------     ------------
<S>                                                   <C>            <C>              <C>              <C>
Revenue                                               $ 2,815,264    $ 7,408,420      $ 4,323,088      $ 1,941,856
                                                      ===========    ===========      ===========      ===========
 Net (loss) income allocable to limited partners      $  (380,896)   $ 2,857,944      $ 1,843,414      $(3,046,291)
                                                      ===========    ===========      ===========      ===========
 Net (loss) income per weighted average
      limited partnership unit                        $     (0.52)   $      3.86      $      2.49      $     (4.13)
                                                      ============   ===========      ===========      ===========


                                                                       Quarters Ended in 2004
                                                                       ----------------------
                                                       March 31,       June 30,      September 30,     December 31,
                                                       ---------       --------      -------------     ------------

 Revenue                                              $ 1,018,356    $   962,681      $ 2,669,872      $ 2,930,942
                                                      ===========    ===========      ===========      ===========
 Net (loss) income allocable to limited partners      $  (382,617)   $    59,195      $   225,207      $(3,387,924)
                                                      ===========    ===========      ===========      ===========
 Net (loss) income per weighted average
      limited partnership unit                        $     (0.52)   $      0.08      $      0.30      $     (4.57)
                                                      ===========    ===========      ===========      ===========

</TABLE>

                                       41
<PAGE>

Schedule II

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


<TABLE>
<CAPTION>
                                                 Balance At     Charged To                    Balance At
                                                  Beginning     Costs And                        End
                                                 Of Period       Expenses      Deduction      Of Period
                                                 ---------       --------      ---------      ---------

Year ended December 31, 2005
 Allowance for doubtful accounts
<S>                                                 <C>            <C>      <C>        <C>    <C>
 (deducted from investments in finance leases)      $ 125,850      $   -      $ 125,850  (2)    $     -



 Year ended December 31, 2004
 Allowance for doubtful accounts
 (deducted from investments in finance leases)      $ 228,721      $   -      $ 102,871  (1)    $ 125,850



 Year ended December 31, 2003
 Allowance for doubtful accounts
 (deducted from investments in finance leases)      $ 228,721      $   -      $      -          $ 228,721

</TABLE>

(1)  Due to Regus  Business  Center Corp.  emergence  from Chapter 11 bankruptcy
     protection  and its recent  payment  history we reduced  the  alowance  for
     doubtful accounts down to $125,850.

(2)  Due to Regus  Business  Center  Corp.  continued  good  payment  history we
     reduced the allowance for doubtful accounts to zero.


                                      S-1

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

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

Item 9A. Controls and Procedures

     Evaluation of disclosure controls and procedures

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

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

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

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

Item 9B. Other Information

         Not applicable.

                                       42
<PAGE>

                                    PART III

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

     Our General  Partner,  ICON Capital Corp., a Connecticut  corporation,  was
formed in 1985. Our General Partner's principal offices are located at 100 Fifth
Avenue,  4th Floor,  New York, New York 10011, and the telephone number is (212)
418-4700.  The officers of our General  Partner have extensive  experience  with
transactions  involving the acquisition,  leasing,  financing and disposition of
equipment,  including acquiring and disposing of equipment subject to leases and
full financing transactions.

     Our General  Partner is engaged in a broad range of  equipment  leasing and
financing  activities.  Through its sales  representatives  and through  various
broker relationships  throughout the United States, our General Partner offers a
broad range of equipment leasing services.

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

         Our General Partner's officers and directors are:

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


     Beaufort J. B. Clarke,  has been our Chairman,  Chief Executive Officer and
Director  since August of 1996. He was our  President  from August of 1996 until
December  31,  1998.  Prior to his present  positions,  Mr.  Clarke was founder,
President  and Chief  Executive  Officer of Griffin  Equity  Partners,  Inc.  (a
purchaser  of equipment  leasing  portfolios)  from October 1993 through  August
1996. Prior to that, Mr. Clarke was President of Gemini Financial Holdings, Inc.
(an  equipment   leasing  company)  from  June  1990  through   September  1993.
Previously,  Mr. Clarke was a Vice President of AT&T Systems Leasing. Mr. Clarke
formerly was an attorney  with Shearman and  Sterling.  Mr. Clarke  received his
B.A. from George Washington  University and a J.D. degree from the University of
South  Carolina.  Mr. Clarke has been in the equipment  leasing  business,  as a
business person and lawyer, since 1979.

                                       43
<PAGE>

     Paul B. Weiss,  has been our President and Director  since January 1, 1999.
Mr. Weiss was our Director and Executive  Vice President  responsible  for lease
acquisitions  from November of 1996 until December 31, 1998. Mr. Weiss served as
Executive Vice President and  co-founder of Griffin Equity  Partners,  Inc. from
October of 1993 through  November of 1996.  Prior to that,  Mr. Weiss was Senior
Vice  President of Gemini  Financial  Holdings,  Inc. from 1991 to 1993 and Vice
President of Pegasus  Capital  Corporation (an equipment  leasing  company) from
1988 through 1991. Mr. Weiss has a B.A. in Economics from  Connecticut  College.
Mr. Weiss has been in the equipment leasing business since 1988.

     Thomas W. Martin,  has been our Chief Operating Officer since February 2006
and has been our Chief Financial  Officer and Director (and Director,  President
and Treasurer of the  dealer-manager  as well) since August of 1996.  Mr. Martin
was the Executive Vice President,  Chief  Financial  Officer and a co-founder of
Griffin Equity  Partners,  Inc. from October 1993 to August 1996. Prior to that,
Mr. Martin was Senior Vice  President of Gemini  Financial  Holdings,  Inc. from
April  1992 to  October  1993  and he held the  position  of Vice  President  at
Chancellor  Corporation (an equipment  leasing  company) for 7 years. Mr. Martin
has a B.S. degree from  University of New Hampshire.  Mr. Martin has been in the
equipment leasing business since 1983.

     Code of Ethics

     Our  General  Partner on our  behalf  has  adopted a code of ethics for its
Chief Executive Officer,  Chief Financial Officer and Chief Accounting  Officer.
The Code of Ethics is available  free of charge by requesting it in writing from
our General  Partner.  Our General  Partner's  address is 100 Fifth Avenue,  4th
Floor, New York, New York 10011.

Item 11. Executive Compensation

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


<TABLE>
<CAPTION>

        Entity               Capacity          Description              2005          2004         2003
        ------               ---------         -----------              ----          ----         ----
<S>                                                                  <C>            <C>          <C>
 ICON Capital Corp.       General Partner     Acquisition fee        $  181,200     $     -      $     -
                                                                     ==========     =========    =========
 ICON Capital Corp.       General Partner     Management fee         $  508,938     $ 538,159    $ 737,943
                                                                     ==========     =========    =========
 ICON Capital Corp.       General Partner     Administrative fee     $  355,541     $ 301,704    $ 292,117
                                                                     ==========     ==========   =========

</TABLE>

     Our   General   Partner   also  has  a  1%  interest  in  our  profits  and
distributions.  We paid distributions to our General Partner of $40,165, $40,221
and $61,012,  respectively, for the years ended December 31, 2005 2004 and 2003.
Additionally,  our General Partner's interest in our net income was $12,870, for
the year ended  December 31, 2005 and our General  Partners  interest in our net
loss was $35,214 and  $79,126,  respectively,  for the years ended  December 31,
2004 and 2003.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     (a)  We are a limited  partnership  and therefore do not have voting shares
          of  stock.  No  person  of  record  owns,  or is  known  by us to  own
          beneficially, more than 5% of any class of our securities.

     (b)  As of March 15, 2006, Directors and Officers of our General Partner do
          not own any of our equity securities.

     (c)  Our General Partner owns the equity securities,  as follows; a General
          Partner Interest which represents initially a 1% and potentially a 10%
          interest in our income, gain and losses. Our General Partner owns 100%
          of the General Partner Interest.

Item 13. Certain Relationships and Related Transactions

     See Item 11 for a discussion of our related party transactions. See Notes 3
and 13 to our consolidated  financial statements for a discussion of our related
party activity and investments in joint ventures.

                                       44
<PAGE>

Item 14. Principal Accountant Fees and Services

     During the year ended  December  31,  2005 and 2004 our  auditors  provided
audit  services  relating  to our annual  report on Form 10-K and our  quarterly
reports on Form 10-Q. Additionally,  our auditors provided other services in the
form of tax compliance work. Their fees are shown in the table below:


                                      2005             2004
                                      ----             ----
 Audit fees                          $  83,800        $  73,313
 Audit related fees                      1,350            1,350
 Tax fees (compliance)                  23,050           15,300
                                     ---------        ---------

                                    $  108,200        $  89,963
                                    ==========        =========


                                     PART IV

Item 15. Exhibits and Financial Statement Schedules

     (a) 1. Financial Statements

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

         2. Financial Statement Schedules

          Financial Statement Schedule II - Valuation and Qualifying Accounts is
          filed with this Annual Report on Form 10-K. All other schedules, other
          than  those  listed  above,  have been  omitted  because  they are not
          applicable  or the  information  required  to be set forth  therein is
          included in the financial statements or notes thereto.

         3. Exhibits:

          31.1 Rule 13a-14(a)/15d-14(a) certifications.

          31.2 Rule 13a-14(a)/15d-14(a) certifications.

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

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

                                       45
<PAGE>
                                   SIGNATURES

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

ICON Income Eight A L.P. File No. 333-54011 (Registrant) by its General Partner,
ICON Capital Corp.

Date: April 4, 2006

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

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

ICON Capital Corp.
Sole General Partner of the Registrant

Date: April 4, 2006

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

Date: April 4, 2006

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

Date: April 4, 2006

/s/ Thomas W. Martin
--------------------
Thomas W. Martin
Chief Operating Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)

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

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

                                       46