UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





þ
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended December 31,
    2007ORo
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      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 incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)100
      Fifth Avenue, 4th
      Floor
              New York,
      New York
            
            10011(Address
      of principal executive offices)
            
            (Zip
      Code)





(212)
418-4700


(Registrant’s
telephone number, including area code)




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




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




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




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




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




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


Form
10-K.  Yes þ    No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definition of “accelerated filer”, “large accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.


Large
accelerated filer       Accelerated filer
       Non-accelerated
filer  þ      Smaller
reporting company 




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




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




There is
no established market for limited partnership units of the
registrant.




Number of
outstanding limited partnership units of the Registrant on February 29, 2008 is
735,232.





DOCUMENTS
INCORPORATED BY REFERENCE




None.












Table of ContentsPagesPART I
            1Item 1.
      Business
            1Item 1A. Risk
      Factors
            3Item 1B. Unresolved Staff
      Comments
            8Item 2.
      Properties
            8Item 3. Legal
      Proceedings
            8Item 4. Submission of Matters
      to a Vote of Security Holders
            8PART II
            9Item 5. Market for Registrant's
      Securities, Related Security Holder Matters and Issuer Purchases of Equity
      Securities
            9Item 6. Selected Consolidated
      Financial Data
            10Item 7. General Partner's
      Discussion and Analysis of Financial Condition and Results of
      Operations
            11Item
      7A.  Quantitative and Qualitative Disclosures About Market
      Risk
            22Item
      8. Consolidated Financial Statements and Supplementary
      Data
            23Item
      9. Changes in and Disagreements with Accountants on Accounting and
      FinancialDisclosure
            47Item
      9A(T).
      Controls and Procedures
            48Item 9B. Other
      Information
            48PART III
            49Item 10. Directors, Executive
      Officers of the Registrant's General Partner and Corporate
      Governance
            49Item 11. Executive
      Compensation
            51Item 12. Security Ownership of
      Certain Beneficial Owners and General Partner and Related Security Holder
      Matters
            51Item 13. Certain Relationships
      and Related Transactions, and Director Independence
            51Item 14. Principal Accounting
      Fees and Services
            52PART IV
            53Item 15. Exhibits, Financial
      Statement Schedules
            53SIGNATURES
            54

















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,” “expect,”
“intend,” “plan,” “seek,”  “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.  We undertake no
obligation to update publicly or review any forward-looking statement, whether
as a result of new information, future developments or otherwise.





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 “our” refer to the Partnership (and its
consolidated subsidiaries).




Our
general partner is ICON Capital Corp. (our “General Partner”), which was
originally a Connecticut corporation.  Effective June 1, 2007, our
General Partner was re-incorporated as a Delaware corporation. Our General
Partner manages and controls our business affairs, including, but not limited
to, our equipment leases and financing transactions, under the terms of our
amended and restated limited partnership agreement (our “LP
Agreement”).




We are
currently in our liquidation period. 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, 2006, we redeemed 14,733 limited partnership units.  At
December 31, 2007, we had 735,232 limited partnership units
outstanding.






1




Our
Business




We
operate as an equipment leasing program in which the capital our partners
invested was pooled together to make investments, pay fees and establish a
small reserve. We primarily acquired equipment subject to lease, purchased
equipment and leased it to third party end users or financed equipment for third
parties and, to a lesser degree, acquired ownership rights to items of
leased equipment at lease expiration. Some of our equipment leases were
acquired for cash and provided current cash flow, which we refer to
as “income” leases. For the other equipment leases, we financed the
majority of the purchase price through borrowings from third parties. We
refer to these leases as “growth” leases. These growth leases generated
little or no current cash flow because substantially all of the rental
payments received from the lessee was used to service the indebtedness
associated with acquiring or financing the lease. For these leases, we
anticipated that the future value of the leased equipment will exceed the cash
portion of the purchase price.




We divide
the life of the program into three distinct phases:




(1)
      Offering Period:
      We invested most of the net proceeds from the sale of limited partnership
      units in items of equipment subject to a
  lease.




(2)
      ReinvestmentPeriod: After the
      close of the offering period, we reinvested the cash generated from
      our initial investments to the extent that cash was not needed for our
      expenses, reserves and distributions to our partners.  The
      reinvestment period ended on December 20,
2005.




(3)
      LiquidationPeriod: Since the end
      of the reinvestment period, we have sold our assets in the ordinary course
      of business. If our General Partner believes it would benefit our
      partners to reinvest the proceeds received from our investments in
      additional investments 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 was to complete the
      liquidation period in three years after the end of the reinvestment
      period, but it may take longer to do
so.






On
December 20, 2005, we began our liquidation period.  During our
liquidation period, we have continued to distribute substantially all
distributable cash from operations and equipment sales to our partners and are
continuing the orderly termination of our operations and affairs. At December
31, 2007 and 2006, we had total assets of $5,674,715 and $20,918,104,
respectively.  For the year ended December 31, 2007, three
lessees accounted for 100% of our total rental and finance income of
$2,300,974. We had net income for the year ended December 31, 2007
of $3,247,516.  For the year ended December 31, 2006, our revenue
from total rental and finance income was $7,881,737, which included two
lessees that accounted for approximately 92% of our total rental income and
finance income. We had net income for the year ended December 31, 2006 of
$3,216,757.  For the year ended December 31, 2005, our revenue from
total rental and finance income was $9,193,611, which included two lessees that
accounted for approximately 80% of our total rental and finance
income.  We had net income for the year ended December 31, 2005
of $1,287,041.




At
December 31, 2007, our portfolio, which we hold either directly or through joint
venture investments with affiliates or non-affiliates, consisted primarily of
the following equipment subject to lease:





Energy
Equipment





·
            We
      have a 0.80% interest in the rights to the profits, losses and cash flows
      from an entity that owns a 50% interest in a mobile offshore drilling rig
      subject to a lease with Rowan Companies,
Inc.





·
            We
      have a 25.0% interest in the residual value of a mobile offshore drilling
      rig (“Cecil Provine”), which is on lease with Rowan Companies,
      Inc.





Manufacturing
Equipment for Playgrounds:





·
            We
      own equipment on lease to Playcore Wisconsin, Inc. (“Playcore”), which is
      used in its manufacturing facility.  The lease is accounted for
      as a finance lease and is scheduled to expire on December 31,
      2008.







2








Telecommunications
Equipment:





·
            We
      have approximately an 8% interest in ICON Global Crossing, LLC (“ICON
      Global Crossing”), which purchased telecommunications equipment from
      various venders that was then leased to Global Crossing
      Telecommunications, Inc. (“Global Crossing”). The lease is scheduled to
      expire on March 31, 2010.





For a
discussion of our lease and other significant transactions for the years ended
December 31, 2007, 2006 and 2005, please refer to “Item 7. General Partner’s
Discussion and Analysis of Financial Condition and Results of
Operations.”





Segment
Information





We have
only one operating segment: the business of leasing and financing equipment to
companies that we believe to be creditworthy.





Competition





The
equipment leasing and financing industry is highly competitive.  When
seeking leasing and financing transactions for acquisition 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.  For additional information about our
competition and other risks relating to our operations, please see “Risk
Factors” in Item 1A.





Employees





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





Available
Information




Our
Annual Report 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
General Partner’s 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 (the “SEC”). The information
contained on our General Partner’s website is not deemed part of this Annual
Report on Form 10-K. Our Reports are also available on the SEC’s website,
at http://www.sec.gov.





Financial
Information Regarding Geographic Areas





We have
long-lived assets, which include finance leases and revenues, within the
United States.





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.  The risks and uncertainties described
below are not the only ones we may face.  If any of the following
risks actually occur, our business, operating results and financial condition
could be adversely affected.







3








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




We are
subject to a number of uncertainties associated with the equipment leasing and
financing business that may affect our business, operating results and financial
condition. These include but are not limited to:




·
            changes
      in economic conditions, including fluctuations in demand for equipment and
      interest rates;


·
            the
      technological and economic obsolescence of
  equipment;


·
            potential
      defaults by lessees or borrowers;


·
            the
      existence of leverage increases the risk of foreclosure;
    and


·
            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’s decisions could be subject to various conflicts of interest
arising out of its relationship to us and our affiliates. 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 six other equipment leasing businesses. See “Item 13.
Certain Relationships and Related Transactions, and Director Independence.”
These conflicts may include, but are not limited to:




·
            Our
      General Partner will receive more fees for making investments if we incur
      indebtedness to fund these acquisitions than it would if we did not incur
      such indebtedness;


·
            Our
      LP Agreement does not prohibit our General Partner from competing with us
      for equipment acquisitions and engaging in other types of
      business;


·
            Our
      General Partner will have opportunities to earn fees for referring a
      prospective acquisition opportunity to purchasers other than
      us;


·
            Our
      General Partner may receive fees in connection with the turnover of our
      equipment portfolio;


·
            The
      lack of separate legal representation for us and our General Partner and
      lack of arm’s-length transactions could affect negotiations regarding
      compensation payable to our General
Partner;


·
            Our
      General Partner is our tax matters partner and is able to negotiate with
      the IRS to settle tax disputes that would bind us and our partners
      that might not be in the best interest of our partners given your
      individual tax situation; and


·
            Our
      General Partner can make decisions as to when and whether to sell a
      jointly-owned asset when the co-owner is another business it
      manages.







The
risks and uncertainties associated with the industries of our lessees may
indirectly affect our business, operating results and financial
condition.




We are
indirectly subject to a number of uncertainties associated with the industries
of our lessees. We primarily acquire equipment subject to lease, purchase
equipment and lease it to third party end users or finance equipment for third
party end users and, to a lesser degree, acquire ownership rights to items
of leased equipment at lease expiration in a variety of industries with a number
of lessees. As such, we are indirectly subject to the various risks and
uncertainties that affect our lessees’ businesses and operations.  If
such risks or uncertainties were to affect our lessees, we may indirectly suffer
a loss on our investment, lose future revenues or experience adverse
consequences to our business, operating results and financial
condition.







4






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




A
significant part of the value of some of the equipment that we purchase is the
potential value of the equipment once the lease term expires (“residual
value”). Generally, leased equipment is expected to decline in value over
its useful life. In acquiring equipment, we calculate a residual value for
the equipment at the end of the lease based on available information
including, depending on the equipment, historical residual value
rates.  The expected residual value, when combined with lease
payments, is expected to return the cost of our investment in the equipment and
provide a rate of return despite the expected decline in the value of the
equipment over the lease term. However, the residual value of the equipment at
the end of a lease, and whether that value meets our expectations, depends
to a significant extent upon many factors, including the following, many of
which are beyond our control:




·
            our
      ability to acquire or, to a lesser degree, enter into lease agreements
      that preserve or enhance the relative value of the
      equipment;


·
            our
      ability to maximize the value of the equipment upon the sale or re-lease
      when the lease expires;


·
            the
      technological and economic obsolescence of
  equipment;


·
            market
      conditions prevailing at the time the lease
  expires;


·
            the
      cost of new equipment at the time we are remarketing used
      equipment;


·
            the
      extent to which technological or regulatory developments during the lease
      term reduce the market for such used
  equipment;


·
            the
      strength of the economy at the time the lease expires;
  and


·
            the
      condition of the equipment when the lease
  expires.




We cannot
assure you that our assumptions with respect to value are accurate or that the
equipment will not lose value more rapidly than we anticipate. If our residual
value estimates are incorrect, the total proceeds of the lease plus the proceeds
received from realizing the residual value of the equipment may be insufficient
to achieve our anticipated rate of return, or even in growth leases to recover
the principal invested.




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 the terms of its lease, we
may have to make unanticipated expenditures to repair the equipment in
order to protect our investment. In addition, some of the equipment we purchase
is used equipment. While we plan to inspect most used equipment prior
to purchase, there is no assurance that an inspection of used equipment
prior to purchasing it will reveal any or all defects and problems with the
equipment that may occur after it is acquired by us.




We seek
to obtain representations from the sellers and lessees of used equipment
that:




·
            the
      equipment has been maintained in compliance with the terms of their
      leases;


·
            that
      neither the seller, as lessor, nor the lessee, is in violation of any
      material terms of such leases; and


·
            the
      equipment is in good operating condition and repair and that the lessee
      has no defenses to the payment of rent for the equipment as a result
      of its condition.




We would
have rights against the seller of the equipment for any losses arising from a
breach of representations made to us, and against the lessee for a default
under the lease. However, we cannot assure you that these rights would make
us whole with respect to our entire investment in the equipment or
our expected returns on the equipment, including legal costs, costs of
repair and lost revenue from the delay in being able to sell or re-lease
the equipment due to undetected problems or issues. These costs and lost revenue
could negatively affect our liquidity and cash flows, and could negatively
affect our profitability if we are unable to recoup such costs from the lessee
or other third parties.






5






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




We may
lease equipment to lessees that have senior debt rated below investment
grade. We do not require our lessees to have a minimum credit rating.
Lessees with such lower credit ratings may default on lease payments
more frequently than lessees with higher credit ratings. 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. If that were to happen, we would 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 costs 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. These
costs could also negatively affect our liquidity and cash flows, and could
negatively affect our profitability.




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




If a
lessee files for protection under the bankruptcy laws, the remaining term of the
lease could be shortened or the lease could be rejected by the bankruptcy
court, which could result in, among other things, any unpaid pre-bankruptcy
lease payments being cancelled as part of the bankruptcy proceeding. We may
also experience difficulties and delays in recovering equipment from a
bankrupt lessee that is involved in a bankruptcy proceeding or has been
declared bankrupt by a bankruptcy court. If a lease is rejected in a bankruptcy,
we would bear the cost of retrieving and storing the equipment, and then
have to remarket the equipment. In addition, the bankruptcy court would treat
us as an unsecured creditor for any amounts due under the lease. These
costs and lost revenues could also negatively affect our liquidity and cash
flows, and could negatively affect our profitability.




We
may be subject to greater income tax obligations than originally
anticipated.





We have
acquired equipment subject to lease that the Internal Revenue Code requires us
to depreciate over a longer period than the depreciation period for most of the
equipment that our General Partner’s prior equipment leasing funds
purchased.  Similarly, some of the equipment that we may purchase may not
be eligible for accelerated depreciation under the Modified Accelerated Costs
Recovery System, which was established by the Tax Reform Act of 1986 to set
forth the guidelines for accelerated depreciation under the Internal Revenue
Code. Depending on the equipment that we acquire and its eligibility for
accelerated depreciation under the Internal Revenue Code, we may have less
depreciation deductions to offset gross lease revenue, thereby increasing our
taxable income.





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




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







6







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




We
invested in joint ventures with other businesses that our General Partner
sponsors and manages, as well as with unrelated third parties. Investing in
joint ventures involved additional risks not present when acquiring leased
equipment that is 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 our
investment objectives and want to manage the joint venture in ways that do not
maximize our return. 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 the prices or terms of a lease. Finally, while we may
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.  These risks could negatively affect our profitability and could
result in legal and other costs, which could negatively affect our liquidity and
cash flows.





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




Leased
equipment may be damaged or lost. Fire, weather, accidents, theft or other
events can cause damage or loss of leased equipment. While our leases
generally require lessees to have comprehensive insurance and assume the
risk of loss, some losses, such as from acts of war, terrorism or earthquakes
may either be uninsurable or not economically feasible to insure.
Furthermore, not all possible liability claims or 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 loss
occurs 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 use our best efforts to minimize
the possibility and exposure of such liability including by means of
attempting to obtain insurance, we cannot assure you that our assets will
be protected against any such claims. These risks could negatively affect
our profitability and could result in legal and other costs, which could
negatively affect our liquidity and cash flows.




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
U.S. 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 funds 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 our leases may provide for rent reductions if the
equipment must remain out of service for an extended period of time or is
removed from service. We may then have reduced rental income from the lease
for this item of equipment. If we do not have the funds to make a
required change, we might be required to sell the affected equipment. If
so, we could suffer a loss on our investment, lose future revenues and
experience adverse tax consequences.







7





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





Equipment
leases have sometimes been held by the courts to be loan transactions subject to
State usury laws, which limit the interest rate that can be charged. Although we
anticipate entering into or acquiring leases that we believe are structured so
that they avoid being deemed loans, and would therefore not be subject to usury
laws, we cannot assure you 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 such 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 and adversely
affect our lease revenue.




Our
General Partner’s officers and employees manage other businesses and do not
devote their time exclusively to managing us and our business.




We do not
employ our own full-time officers, managers or employees. Instead, our General
Partner supervises and controls our business affairs. Our General Partner’s
officers and employees also spend time supervising the affairs of other
equipment leasing programs it manages, so they devote the amount of time
they think is necessary to conduct our business, which may not be the same
amount of time that would be devoted to us if we had separate officers and
employees.




We
compete with a variety of financing sources for our lessees, which may affect
our ability to achieve our investment objectives.




The
commercial leasing and financing industry is highly competitive and is
characterized by competitive factors that vary based upon product and
geographic region. Our competitors are varied and include other
equipment leasing programs, captive and independent finance companies,
commercial and industrial banks, manufacturers and vendors. Competition
from both traditional competitors and new market entrants has intensified in
recent years due to a strong economy, growing marketplace liquidity and
increasing recognition of the attractiveness of the commercial leasing and
financing industry.





We
compete primarily on the basis of pricing, terms and structure. To the extent
that our competitors compete aggressively on any combination of those
factors, we could fail to meet our investment objectives.





Item
1B. Unresolved Staff Comments





None.





Item
2. Properties





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





Item
3. Legal Proceedings





In the
ordinary course of conducting our business, we may be 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. We are not aware
of any material legal proceedings that 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 during the fourth quarter
of 2007.







8


PART
II







Item
5. Market for Registrant's Securities, Related Security Holder Matters and
Issuer Purchases of Equity Securities


Our
limited partnership units are not publicly traded and there is no public market
for our limited partnership units. It is unlikely that any such market will
develop.





Number
      of PartnersTitle of
      Class
            as of
      February 29, 2008General
      Partner
            1Limited
      Partners
            2,903





We paid
monthly distributions to each of our partners beginning the first month after
each  partner was admitted to the Partnership through the termination
of the reinvestment period, which occurred on December 20, 2005.  For
the years ended December 31, 2007, 2006, and 2005, we paid distributions to our
limited partners totaling $10,399,249, $3,496,273, and $3,976,340,
respectively.  For the three years ended December 31, 2007, 2006, and
2005, we paid distributions to our General Partner totaling $105,043, $35,328,
and $40,165, respectively.





In order
for Financial Industry Regulatory Authority, Inc. (“FINRA”) 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
FINRA Rule 2810(b)(5) 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 $2.28 per unit
at December 31, 2007.





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.  To the extent that this
abstract yields a value in excess of the offering price per unit, the offering
price per unit is used for these purposes.  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 $2.28 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 FINRA purposes described above. 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 disposition proceeds we will
actually receive over our remaining term. Our Units are not publicly traded and
there is no public market for our Units. It is unlikely that any such
market will develop.







9








Item
6. Selected Consolidated Financial Data





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





Years Ended December 31,2007
              
              
              2006
              
              
              2005
              
              
              2004
              
              
              2003Total
      revenue (a)
              
              $
              4,084,448
              
              
              $
              8,148,011
              
              
              $
              16,488,628
              
              
              $
              7,578,431
              
              
              $
              1,041,280Net
      income (loss) (b)
              
              $
              3,247,516
              
              
              $
              3,216,757
              
              
              $
              1,287,041
              
              
              $
              (3,521,353
              )
              
              $
              (7,912,634
              )Net
      income (loss) allocable to the limited partners
              
              $
              3,215,041
              
              
              $
              3,184,589
              
              
              $
              1,274,171
              
              
              $
              (3,486,139
              )
              
              $
              (7,833,508
              )Net
      income (loss) allocable to the General Partner
              
              $
              32,475
              
              
              $
              32,168
              
              
              $
              12,870
              
              
              $
              (35,214
              )
              
              $
              (79,126
              )Weighted
      average limited partnershipunits
      outstanding
              
              
              735,232
              
              
              
              735,351
              
              
              
              738,991
              
              
              
              739,966
              
              
              
              742,719Net
      income (loss) per weighted averagelimited
      partnership units outstanding
              
              $
              4.37
              
              
              $
              4.33
              
              
              $
              1.72
              
              
              $
              (4.71
              )
              
              $
              (10.55
              )Distributions
      to limited partners
              
              $
              10,399,249
              
              
              $
              3,496,273
              
              
              $
              3,976,340
              
              
              $
              3,924,505
              
              
              $
              6,040,214Distributions
      per weighted averagelimited
      partnership units outstanding
              
              $
              14.14
              
              
              $
              4.75
              
              
              $
              5.38
              
              
              $
              5.30
              
              
              $
              8.13Distributions
      to the General Partner
              
              $
              105,043
              
              
              $
              35,328
              
              
              $
              40,165
              
              
              $
              40,221
              
              
              $
              61,012December 31,2007
              
              
              2006
              
              
              2005
              
              
              2004
              
              
              2003Total
      assets
              
              $
              5,674,715
              
              
              $
              20,918,104
              
              
              $
              26,600,934
              
              
              $
              55,918,196
              
              
              $
              48,073,352Notes
      payable
              
              $
              -
              
              
              $
              6,973,889
              
              
              $
              12,436,977
              
              
              $
              38,271,477
              
              
              $
              23,358,727Partner's
      equity
              
              $
              5,510,911
              
              
              $
              12,767,687
              
              
              $
              13,159,741
              
              
              $
              16,607,978
              
              
              $
              23,604,943(a)
      In
      2007, we had approximately $4,064,000 less in total revenue than in 2006,
      which is primarily due to the sale of leased equipment during
      2007. In 2007 we had approximately $1,969,000 of rental
      income. In 2006, we had approximately $7,236,000 of rental
      income.(b)
      In
      2007, we had gains from the sales of equipment of approximately
      $1,536,000. In 2006, we had gains from the sales of equipment
      of
      approximately $20,000. In 2005, we had gains from the sale of
      equipment of approximately $4,887,000. Also in 2005, we had
      gains
      from the sale of convertible notes of approximately $1,545,000. In
      2003, we had losses from terminated leases of approximately
      $7,365,000.
   10







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 relates to our
consolidated financial statements and should be read in conjunction with the
financial statements and notes thereto appearing elsewhere in this Annual Report
on Form 10-K.  Statements made in this section may be considered
forward-looking.  These statements are not guarantees of future
performance and are based on current expectations and assumptions that are
subject to risks and uncertainties.  Actual results could differ
materially because of these risks and assumptions, including, among other
things, 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
operate as an equipment leasing program in which the capital our partners
invested was pooled together to make investments, pay fees and establish a
small reserve. We primarily acquired equipment subject to lease, purchased
equipment and leased it to third party end users or financed equipment for third
parties, provided equipment and other financing and, to a lesser degree,
acquired ownership rights to items of leased equipment at lease expiration. Some
of our equipment leases were acquired for cash and provided current cash
flow, which we refer to as “income” leases. For the other equipment leases,
we finance the majority of the purchase price. We refer to these leases as
“growth” leases. These growth leases generated little or no current cash flow
because substantially all of the rental payments received from the lessee
was used to service the indebtedness associated with acquiring or financing
the lease. We anticipate that the future value of the leased equipment will
exceed our cash portion of the purchase price.




Our
general partner is ICON Capital Corp. (our “General Partner”), which was
originally a Connecticut corporation. Effective June 1, 2007, our General
Partner was re-incorporated as a Delaware corporation. Our General Partner
manages and controls our business affairs, including, but not limited to, our
equipment leases and financing transactions, under the terms of our amended and
restated limited partnership agreement (our “LP Agreement”).




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




Current
Business Environment and Outlook





We
believe that domestic equipment leasing and financing volume is correlated to
overall business investments in equipment. According to information published by
the Equipment Leasing and Finance Association, domestic business investment in
equipment in 2008 is forecasted to be an estimated $1,159 billion as compared to
a low of $868 billion in 2002 and estimated investment of $1,106 billion in
2007, while the corresponding forecast for equipment finance volume in 2008 is
estimated to be $657 billion as compared to a low of $476 billion in 2003 and
estimated value of $625 billion in 2007. In addition, we believe that a similar
correlation exists in the international markets in which we operate. Increased
capital spending may increase the number of available leases thereby creating
more opportunities in the leasing market. While lower interest rates will remain
a key obstacle for the equipment leasing and financing industry because of the
increased likelihood of customers choosing to purchase rather than lease
business investments in equipment, we believe the leasing and financing
industry’s outlook for the foreseeable future is encouraging.







11








Other
factors that may negatively affect the leasing and financing industry are (i)
the proposed legal and regulatory changes that may affect tax benefits of
leasing, and (ii) the continued misperception by potential lessees, stemming
from published issues at Enron, WorldCom and others, that leasing should not
play a central role as a financing alternative. However, as overall business
investment in equipment increases, and as companies tend to preserve cash
and lease (rather than purchase) equipment in pre-recessionary and recessionary
economies, we are optimistic that equipment leasing volume will increase as more
lessees return to the marketplace.





Lease
and Other Significant Transactions





We
entered into the following leases and other significant transactions during the
years ended December 31, 2007, 2006 and 2005:





Sale
of ICON/Michigan-Great Lakes, LLC





We
previously had a 100.0% interest in ICON/Michigan-Great Lakes, LLC
(“ICON/Michigan”). On June 25, 2007, ICON/Michigan sold all of its rights in a
tug boat and barge (the “Tug boat and Barge”) on charter to Keystone Great
Lakes, Inc. (“Keystone”) to an unaffiliated third party for $9,260,000 and a
gain on sale of approximately $2,455,000 was recognized. Approximately
$4,055,000 of the proceeds was paid to a third party lender to satisfy all
outstanding debt.





Sale
of 1979 McDonnell Douglas DC 10-30F Aircraft





On March
31, 2004, we, along with ICON Income Fund Ten LLC (“Fund Ten”), an entity also
managed by our General Partner, formed a joint venture, Aircraft 46837, for the
purpose of acquiring a 1979 McDonnell Douglas DC 10-30F aircraft on lease
to FedEx. We had an option to acquire an additional 61.4% interest in Aircraft
46837 from Fund Ten.  On September 30, 2004, we exercised this option
giving us a 90% interest in Aircraft 46837. The lease expired on March 31, 2007.
We initially acquired a 28.6% interest in this joint venture for cash and
the assumption of non-recourse debt. The non-recourse debt accrued interest at
4.0% per year and matured in March 2007. The lender had a security interest in
the aircraft and an assignment of the rental payments under the lease with
FedEx.





At
December 31, 2005, our General Partner determined that the aircraft was
impaired, based upon an appraisal that indicated a slower than expected recovery
in the air transportation industry, and we recorded an impairment loss of
approximately $3,586,000.





On March
30, 2007, Aircraft 46837 sold the aircraft on lease to FedEx for $4,260,000. The
final lease payment was paid to the lender, satisfying all remaining debt
obligations. Aircraft 46837 realized a loss of approximately $920,000 as a
result of the sale of the aircraft.





Telecommunications
Equipment





On
November 17, 2005, we, along with Fund Ten, and ICON Leasing Fund Eleven, LLC
(“Fund Eleven”), entities also managed by our General Partner, formed ICON
Global Crossing, LLC (“ICON Global Crossing”), with original interests of 12%,
44% and 44%, respectively, to purchase certain telecommunications equipment from
various vendors. On March 31, 2006 Fund Eleven made an additional capital
contribution to ICON Global Crossing of approximately $7,734,000, which changed
our interests and the interests of Fund Ten and Fund Eleven to 8.0%,
30.6% and 61.4%, respectively. The total capital contributions made to ICON
Global Crossing as of December 31, 2007 were approximately $25,131,000, of which
our share was approximately $2,000,000.








12








During
February and March 2006, ICON Global Crossing purchased approximately
$22,113,000 of equipment that is subject to a lease with Global Crossing
Telecommunications, Inc. (“Global Crossing”) and during April 2006 it
purchased approximately $3,165,000 (including initial direct costs of
approximately $157,000) of additional equipment also subject to a lease with
Global Crossing.  The term of the lease is 48 months and the lease
began on April 1, 2006.





Manufacturing
Equipment for Playgrounds





On
December 15, 2005, we entered into an agreement to purchase for $4,040,000
(including initial direct costs of approximately $139,000) in cash the
manufacturing equipment of Playcore Wisconsin, Inc. (“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 36 months that commenced on January 1,
2006.  The lease will expire on December 31, 2008.





Sale
of 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, additional 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.





For the
years ended December 31, 2006 and 2005, we recorded an impairment loss of
approximately $258,000 and $1,152,000, respectively, based upon appraisals which
indicated that the fair market value was less than the book value of the
aircraft rotables at December 31, 2006 and 2005.





Equipment
held for sale at December 31, 2006 consisted solely of the remaining aircraft
rotable parts. For the years ended December 31, 2006 and 2005, we sold equipment
for proceeds of approximately $28,000 and $279,000, respectively.





During
the first quarter of 2007, the remaining rotables were sold for proceeds of
approximately $59,000 and realized a gain of approximately $14,000 as a result
of the sale.





Sale
of Boeing Aircraft





On July
12, 2005, we sold two Boeing aircraft; one was a Boeing 737-2E3A aircraft and
the other was 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, prepaid 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 a result of 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 an aggregate purchase price of approximately
$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. On July 15,
2005, we sold these 7.5% convertible notes and received approximately $1,660,000
in cash, including accrued interest.








13








Modular
Furniture





We owned
modular furniture on lease to 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 approximately $252,000 in
cash.  We received the cash in February 2005, resulting in a gain of
approximately $63,000.





Recent
Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 157, “Accounting
for Fair Value Measurement” (“SFAS No. 157”).  SFAS No. 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and establishes a hierarchy that
categorizes and prioritizes the sources to be used to estimate fair value. SFAS
No. 157 also expands financial statement disclosures about fair value
measurements. On February 14, 2008, the FASB issued FASB Staff Position SFAS No.
157-1, which amends SFAS No. 157 to exclude SFAS No. 13, “Accounting for
Leases” and other accounting pronouncements that address fair value measurements
of leases from the provisions of SFAS No. 157.  SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007. Our General Partner has not yet determined whether SFAS
No. 157 will have a material impact on our financial condition, results of
operations, or cash flow. However, our General Partner believes we will likely
be required to provide additional disclosures as part of our future financial
statements, beginning with the first quarter of 2008.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities—Including an Amendment of SFAS
No. 115” (“SFAS No. 159”), which permits but does not require us to measure
financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been elected are
reported in earnings.  This statement is effective for financial
statements issued for fiscal years beginning after November 15,
2007.  Our General Partner is currently evaluating the impact of
adopting SFAS No. 159 on our consolidated financial statements.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements—an Amendment of ARB No. 51” (“SFAS No.
160”). SFAS No. 160 establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the retained interest and gain
or loss when a subsidiary is deconsolidated. This statement is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 with earlier adoption prohibited. Our General Partner is
currently evaluating the impact of SFAS No. 160 on our consolidated financial
statements.





Critical
Accounting Policies





An
understanding of our critical accounting policies is necessary to understand our
financial results. The preparation of financial statements in conformity with
U.S. generally accepted accounting principles (“US GAAP”) requires our 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 consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. Significant estimates
primarily include the determination of allowance for doubtful accounts,
depreciation and amortization, impairment losses, estimated useful lives and
residual values.  Actual results could differ from those estimates. 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:


·
              Lease
      classification and revenue
recognition,
 ·
              Asset
      impairments,
 ·
              Depreciation,
 ·
              Initial
      direct costs, and
 ·
              Acquisition
      fees





14





Lease
Classification and Revenue Recognition





Each
lease with regard to the equipment we lease to third parties will be classified
either as a finance or an operating lease, which will be determined based
upon the terms of each lease. For a finance lease, the initial direct costs
are capitalized and amortized over the term of the lease.  For an operating
lease, the initial direct costs are included as a component of the cost of the
equipment and depreciated over the estimated useful life of the
equipment.





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 value minus the cost of the leased equipment.
 Unearned income is recognized as finance income over the term of the lease
using the effective interest rate method.





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





Our
General Partner has an investment committee that approves each new equipment and
financing transaction and lease acquisition.  As part of its process
it determines the residual value, if any, 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 the industry in
which the potential lessee operates.





The
residual value assumes, among other things, that the asset is utilized normally
in an open, unrestricted and stable market. Short-term fluctuations in the
market place are disregarded and it is assumed that there is no necessity either
to dispose of a significant number of the assets, if held in quantity,
simultaneously or to dispose of the asset quickly.  The residual value
is calculated using information from various external sources, such as trade
publications, auction data, equipment dealers, wholesalers and industry experts,
as well as inspection of the physical asset and other economic
indicators.





Asset
Impairments





The
significant assets in our portfolio are periodically reviewed, no less
frequently than annually, to determine whether events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable. An impairment loss will be recognized only if the carrying amount
of a long-lived asset is not recoverable and exceeds its fair market
value. If there is an indication of impairment, we will estimate the future
cash flows (undiscounted and without interest charges) expected 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 outflows expected
to be necessary to obtain those inflows.  If an impairment is determined to
exist, the impairment loss will be measured as the amount by which the carrying
value of a long-lived asset exceeds its fair value and recorded in the
consolidated statement of operations in the period the determination is
made.






15





The
events or changes in circumstances that 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 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 debt where the lessee
remits its rental payments directly to the lender and we do not recover its
residual position until the non-recourse debt is repaid in full. The preparation
of the undiscounted cash flows requires the use of assumptions and estimates,
including the level of future rents, the residual value expected to be realized
upon disposition of the asset, estimated downtime between re-leasing events and
the amount of re-leasing costs. Our General Partner’s review for impairment
includes a consideration of the existence of impairment indicators including
third party appraisals, published values for similar assets, recent transactions
for similar assets, adverse changes in market conditions for specific asset
types and the occurrence of significant adverse changes in general industry and
market conditions that could affect the fair value of the asset.





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 the estimated residual value.  The estimated
residual value is our estimate of the value of the equipment at lease
termination.  Depreciation expense is recorded by applying the
straight-line method of depreciation to the depreciable equipment cost over the
lease term.





Initial
direct costs





We
capitalize initial direct costs associated with the origination and funding of
lease assets and investment in financing facility in accordance with SFAS
No. 91 “Accounting for Nonrefundable Fees and Costs Associated with
Originating or Acquiring Loans and Initial Direct Costs of Leases.” The costs
are amortized on a lease by lease basis based on actual lease term using a
straight-line method for operating leases and the effective interest rate method
for direct finance leases. Costs related to leases that are not consummated are
expensed as an acquisition expense.





Acquisition
fees





Pursuant
to our LP Agreement, acquisition fees paid to our General Partner are based
on 3% of the equipment purchase price. These fees are capitalized and included
in the cost of the acquired asset.





Results
of Operations for the Years Ended December 31, 2007 (“2007”) and 2006
(“2006”)





We began
our liquidation period on December 20, 2005.  During our liquidation
period, we will sell our assets in the ordinary course of
business.  As we sell our assets, both rental income and finance
income will decrease over time as will expenses related to our assets such as
depreciation and amortization 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 experience both gains and
losses on these sales. We will continue to liquidate our assets during this
period and we expect to see a reduction in revenue and expenses
accordingly.







16








Revenue
for 2007 and 2006 are summarized as follows:





Years Ended December 31,2007
            
            
            2006
            
            
            ChangeRental
      income
            
            $
            1,969,156
            
            
            $
            7,236,254
            
            
            $
            (5,267,098
            )Finance
      income
            
            
            331,818
            
            
            
            645,483
            
            
            
            (313,665
            )Income
      from investments in joint ventures
            
            
            215,269
            
            
            
            219,075
            
            
            
            (3,806
            )Net
      gain on sales of equipment
            
            
            1,535,576
            
            
            
            19,650
            
            
            
            1,515,926Interest
      and other income
            
            
            32,629
            
            
            
            27,549
            
            
            
            5,080Total
      revenue
            
            $
            4,084,448
            
            
            $
            8,148,011
            
            
            $
            (4,063,563
            )





Total
revenue for 2007 decreased by $4,063,563, or 49.9%, as compared to
2006.  The decrease in total revenue was due primarily to a decrease
in rental and finance income in 2007. The decrease in rental income was
primarily due to the sale of the assets owned by Aircraft 46837 ($4,707,000)
during the first quarter of 2007 and the sale of the assets owned by
ICON/Michigan ($560,000) during the second quarter of 2007. The decrease in
finance income was primarily due to the expiration of the lease with Regus
Business Centre Corp. (“Regus”) during the first quarter in 2007. In addition,
finance income recognized for Playcore decreased in 2007 compared to 2006 due to
the passage of time. The decrease in total revenue was partly offset by the net
gain on sales of equipment of approximately $1,536,000 during 2007. The sale of
the assets owned by ICON/Michigan resulted in a gain of approximately
$2,455,000. This net gain on sale was partly offset by the loss of approximately
$920,000 on the sale of the assets owned by Aircraft 46837.





Expenses
for 2007 and 2006 are summarized as follows:





Years Ended December 31,2007
            
            
            2006
            
            
            ChangeManagement
      fees - General Partner
            
            $
            -
            
            
            $
            174,711
            
            
            $
            (174,711
            )Administrative
      expense (refunds) reimbursements - General Partner
            
            
            (192,000)
            
            
            
            139,079
            
            
            
            (331,079
            )General
      and administrative
            
            
            353,104
            
            
            
            469,124
            
            
            
            (116,020
            )Interest
            
            
            180,474
            
            
            
            548,436
            
            
            
            (367,962
            )Depreciation
      and amortization
            
            
            496,447
            
            
            
            3,033,905
            
            
            
            (2,537,458
            )Impairment
      loss
            
            
            -
            
            
            
            257,440
            
            
            
            (257,440
            )Total
      expenses
            
            $
            838,025
            
            
            $
            4,622,695
            
            
            $
            (3,784,670
            )





Total
expenses for 2007 decreased by $3,784,670, or 81.9%, as compared to 2006 as
all expenses decreased from the prior year. The decrease in depreciation and
amortization expense was due primarily to the sale of the assets owned by
Aircraft 46837 during the first quarter of 2007. The decrease in interest
expense of $367,962 is primarily due to the sale of the assets owned by Aircraft
46837 and the assets owned by ICON/Michigan in 2007.  Both Aircraft
46837 and ICON/Michigan had debt, which debt was repaid upon the sale of the
assets. The decrease in administrative expense reimbursements was primarily due
to the forgiveness of debt by our General Partner in 2007.





Minority
Interest





Minority
interest expense for 2007 decreased by $309,652, or 100%, as compared to
2006.  The decrease in minority interest expense was due to the sale
of the assets owned by Aircraft 46837 during the first quarter of
2007.







17








Net
Income





As a
result of the foregoing factors, net income for 2007 and 2006 was
$3,247,516 and $3,216,757, respectively. The net income per weighted
average number of limited partnership units outstanding for 2007 and 2006
was $4.37 and $4.33, respectively.





Results
of Operations for the Years Ended December 31, 2006 (“2006”) and 2005
(“2005”)





Revenue
for 2006 and 2005 are summarized as follows:





Years Ended December 31,2006
            
            
            2005
            
            
            ChangeRental
      income
            
            $
            7,236,254
            
            
            $
            8,199,521
            
            
            $
            (963,267
            )Finance
      income
            
            
            645,483
            
            
            
            994,090
            
            
            
            (348,607
            )Income
      from investments in joint ventures
            
            
            219,075
            
            
            
            12,817
            
            
            
            206,258Net
      gain on sales of equipment
            
            
            19,650
            
            
            
            4,886,943
            
            
            
            (4,867,293
            )Net
      gain on lease termination
            
            
            -
            
            
            
            630,000
            
            
            
            (630,000
            )Realized
      gain on sale of convertible notes
            
            
            -
            
            
            
            1,544,573
            
            
            
            (1,544,573
            )Interest
      and other income
            
            
            27,549
            
            
            
            220,684
            
            
            
            (193,135
            )Total
      revenue
            
            $
            8,148,011
            
            
            $
            16,488,628
            
            
            $
            (8,340,617
            )





Total
revenue for 2006 decreased by $8,340,617, or 50.6%, as compared to
2005.  The decrease in total revenue was due primarily to a
non-recurring decrease in net gain on sales of equipment and realized gain from
the sales of convertible notes that occurred in 2005. The decrease in net gain
on sale of equipment is due primarily to the sale, in May 2005, of the coal
handling facility previously on lease to PGE that resulted in a net gain of
approximately $4,834,000 during 2005. The realized gain on sale of convertible
notes in 2005 resulted from the sale of two Boeing aircraft and the subsequent
pay down of the debt releasing the securities which were being held as
collateral for the note.  The decrease in rental income was
principally due to the sale during July 2005 of the two Boeing aircraft
previously on lease to America West.  The 2005 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. Finance income decreased
primarily due to the expiration of our lease with E*Trade during February 2005
and the sale of the coal handling facility on lease to PGE in May 2005. The
decrease in interest and other income is due primarily to interest earned on the
convertible notes during 2005.





Expenses
for 2006 and 2005 are summarized as follows:





Years Ended December 31,2006
            
            
            2005
            
            
            ChangeManagement
      fees - General Partner
            
            $
            174,711
            
            
            $
            508,938
            
            
            $
            (334,227
            )Administrative
      expense reimbursements - General Partner
            
            
            139,079
            
            
            
            355,541
            
            
            
            (216,462
            )General
      and administrative
            
            
            469,124
            
            
            
            328,397
            
            
            
            140,727Interest
            
            
            548,436
            
            
            
            1,383,131
            
            
            
            (834,695
            )Depreciation
      and amortization
            
            
            3,033,905
            
            
            
            7,574,950
            
            
            
            (4,541,045
            )Reversal
      of bad debt expense
            
            
            -
            
            
            
            (125,842
            )
            
            
            125,842Impairment
      loss
            
            
            257,440
            
            
            
            5,422,609
            
            
            
            (5,165,169
            )Total
      expenses
            
            $
            4,622,695
            
            
            $
            15,447,724
            
            
            $
            (10,825,029
            )








18







Total
expenses for 2006 decreased by $10,825,029, or 70.1%, as compared to 2005.
The decrease in impairment loss is due to our General Partner’s decision during
2006 that our aircraft rotables required an impairment of approximately
$257,440, while in 2005 our General Partner determined that our aircraft
rotables required an impairment of approximately $1,152,000. Furthermore, our
two aircraft sold during July 2005 required an impairment loss prior to sale of
approximately $685,000.  The decrease in depreciation and amortization
expense was primarily due to our General Partner’s determination, at
December 31, 2005, that we would discontinue depreciating one of our assets, a
tug boat and barge, on charter with Keystone.  This assessment was
based upon the results of our General Partner’s annual review of our assets in
accordance with our impairment policy.  During the review process, our
General Partner determined that the net book value of this equipment
approximated the estimated fair value at lease termination on January 1,
2008.  Our General Partner estimated that this change will result in a
decrease in our depreciation and amortization expense of approximately
$1,243,000 annually.  The decrease in interest expense
was primarily due to our repayment of the outstanding debt balance related
to the two Boeing aircraft sold during July 2005.  The decrease of both
management fees – General Partner and administrative expense reimbursements –
General Partner is due to our General Partner’s decision, effective April 1,
2006, to waive all future management fees and administrative expense
reimbursements.





Minority
Interest





Minority interest expense in 2006
increased by $554,696, or 225%, as compared to 2005. The increase was primarily
due to approximately $3,586,000 impairment loss recognized by Aircraft 46837
during 2005.





Net
Income





As a
result of the foregoing factors, net income for 2006 and 2005 was $3,216,757 and
$1,287,041, respectively. The net income per weighted average number of limited
partnership units outstanding for 2006 and 2005 was $4.33 and $1.72,
respectively.




Financial Condition





This section discusses the major
balance sheet variances from 2007 compared to 2006.





Total
Assets





Total
assets decreased $15,243,389 from $20,918,104 in 2006 to $5,674,715 in 2007. The
decline was primarily driven by a lower leased equipment at cost of
approximately $12,129,000 (due to the sale of the assets owned by Aircraft 46837
and the assets owned by ICON/Michigan in 2007), lower net investment in finance
lease of approximately $1,570,000 (mainly due to the rental payments received
for Playcore in 2007), and the reduction in other assets of approximately
$1,554,000 related to the sale of the assets owned by Aircraft 46837 in
2007.





Total
Liabilities





Total
liabilities decreased $7,568,372 from $7,732,176 in 2006 to $163,804 in 2007.
The decline was primarily driven by lower non-recourse notes payable of
approximately $6,974,000 (due to the sale of the assets owned by Aircraft 46837
and the assets owned by ICON/Michigan), lower payable to our General Partner and
affiliates of approximately $519,000 (mainly due to the repayment of advances
from our General Partner during the first quarter of 2007 and the write-off
of acquisition fees for ICON Global Crossing, and the write-off of accrued and
unpaid acquisition fees incurred in 2005).





19





Total
Partners’ Equity





The
decrease in total partners’ equity of $7,256,776 from $12,767,687 in 2006 to
$5,510,911 in 2007 was mainly driven by the cash distributed to our partners in
2007.





Liquidity
and Capital Resources





Sources
and Uses of Cash





At
December 31, 2007 and 2006, we had cash and cash equivalents of $604,745 and
$182,901, respectively. During our liquidation period our main source of cash is
expected to be from operating and investing activities from the sale or disposal
of our assets.  Our main use of cash during the liquidation period is
expected to be from financing activities, in the form of cash distributions to
our partners.





Operating
Activities





Sources
of Cash





Sources
of cash from operating activities decreased $225,054 from $1,682,092 in
2006 to $1,457,038 in 2007. The decrease was primarily due to the expiration of
the lease with Regus during the first quarter in 2007.





During
2006, our main source from operating activities was the collection of finance
income of approximately $2,400,000 of which approximately $1,608,000 was from
our finance lease with Playcore and approximately $792,000 was from our finance
lease with Regus. We had approximately $1,682,000 of net cash provided by
operating activities.





Investing
Activities





Sources
of Cash





Sources
of cash from investing activities increased by $9,349,924 from $545,174 in 2006
to $9,895,098 in 2007. The increase in cash was primarily from the proceeds
received from the sales of equipment of approximately $5,205,000 for
ICON/Michigan and $4,260,000 for Aircraft 46837.





During
2006, we continued to move through our liquidation period, which results in
less investing activities, as represented by our significant decrease in our
sales proceeds offset by an increase in distributions from joint ventures. This
increase was related to the reinvestment, during 2005, of the sales proceeds
from the same year. During 2006, we received approximately $505,000 in
distributions from our joint ventures of which approximately $497,000 was from
our investment in ICON Global Crossing. During 2005, we received
approximately $25,144,000 from the sales of equipment. In 2005, 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 2006, we
did not use any cash for investing activities.





Uses
of Cash





During
2007 and 2006, we did not use any cash for investing activities. During 2005, we
used cash of approximately $2,000,000 to invest in a joint venture, ICON Global
Crossing, and approximately $4,040,000 of cash to invest in a finance lease,
Playcore.








20







Financing
Activities





Sources
of Cash





During 2007, we did not have any
sources of cash for financing activities. In 2006, we received net advances of
$145,000 from our General Partner to facilitate operating activities. In 2005,
we received proceeds of $775,000 for our recourse debt.





Uses
of Cash





Uses of
cash from financing activities increased $7,466,481 from $3,463,811 in 2006 to
$10,930,292 in 2007. The increase was primarily due to the increase in cash
distributed to our partners during 2007.





The
liquidation period calls for repaying debt and obligations in order to
eventually settle the fund. During the year ended December 31, 2005, we repaid
approximately $11,660,000 of non-recourse debt from the sales of the
related assets.  During 2005, we also repaid the entire outstanding
balance of $5,400,000 related to our recourse debt. We paid distributions to our
partners during 2006 and 2005 of approximately $3,532,000 and $4,017,000,
respectively.





We expect
financing cash uses in the future to increase due to the repayment of debt and
partner distributions.





Financings
and Borrowings





We had
non-recourse debt obligations which were being paid directly to the lenders by
the lessees and accrued interest at rates ranging from 4.0% to 7.89% per year.
The outstanding balance of our non-recourse debt at December 31, 2006 was
$6,973,889. We had no non-recourse debt at December 31, 2007. On March 30, 2007,
Aircraft 46837 sold the aircraft on lease to FedEx for $4,260,000 which settled
the remaining debt. In addition, on June 25, 2007 the Tug boat and Barge on
charter to Keystone was sold and approximately $4,055,000 of the total proceeds
was paid to a third party lender to satisfy all outstanding debt.





Our
General Partner believes that with the cash we currently have available, the
cash being generated from our remaining lease and the proceeds from equipment
and asset 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 lessees’ businesses that are beyond our control.
See “Part I, Item 1A.  Risk Factors.”





Distributions





We, at
our General Partner’s discretion, paid monthly distributions to each of our
partners beginning the first month after each such partner was admitted through
the termination of the operating period, which was December 20,
2005.  During the liquidation period, we plan to make distributions
pursuant to the terms of our LP Agreement.  We expect that
distributions made during the liquidation period will vary, depending on the
timing of the sale of our assets, our receipt of rental income, and income from
our investments.  For the years ended December 31, 2007, 2006 and
2005, we paid distributions to our limited partners totaling $10,399,249,
$3,496,273 and $3,976,340, respectively.   For the years ended
December 31, 2007, 2006 and 2005, we paid distributions to our General Partner
totaling $105,043, $35,328 and $40,165, respectively.





Contractual
Obligations and Commitments





None.






21





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 would generally not be affected by changes in interest rates.





Item 7A.  Quantitative and Qualitative Disclosures About
Market Risk





We, like
most other companies, are exposed to certain market risks, which include 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.





We manage
our exposure to equipment and residual risk by monitoring the markets our leased
equipment are in and maximizing remarketing proceeds through the re-lease or
sale of equipment.







22







Item 8. Consolidated Financial Statements and Supplementary
Data





PageReports
      of Independent Registered Public Accounting Firms
            24Consolidated
      Balance Sheets
            26Consolidated
      Statements of Operations
            27Consolidated
      Statements of Changes in Partners’ Equity
            28Consolidated
      Statements of Cash Flows
            29Notes
      to Consolidated Financial Statements
            31Schedule
      II – Valuation and Qualifying Accounts
            46








23













REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




The
Partners
 ICON
Income Fund Eight A L.P.





We have
audited the accompanying consolidated balance sheet of ICON Income Fund Eight A
L.P. and subsidiaries (the “Company”) as of December 31, 2007, and the related
consolidated statements of operations, changes in partners’ equity, and cash
flows for the year ended December 31, 2007.  Our audit also included
the financial statement schedule listed in the index at Item 15(a)(2). These
financial statements and schedule are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
financial statements and schedule based on our audit.






We
conducted our audit 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.  We were
not engaged to perform an audit of the Company’s 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 Company’s internal control over financial
reporting.  Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.






In our
opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of ICON
Income Fund Eight A L.P. and subsidiaries at December 31, 2007, and
the consolidated results of their operations and their cash flows for the year
ended December 31, 2007, in conformity with U.S. generally acceptedaccounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.




/s/ Ernst
& Young, LLP





April 9,
2008


New York,
New York







24







The
Partners
 ICON
Income Fund Eight A L.P.
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 We
have audited the accompanying consolidated balance sheet of ICON Income Fund
Eight A L.P. (a Delaware limited Partnership) and subsidiaries as of
December 31, 2006 and the related consolidated statements of
operations, changes in partners’ equity, and cash flows for the years ended
December 31, 2006 and 2005.  Our audits also include the
financial statement schedule listed in the index at Item 15(a)(2) of Form
10-K.  These consolidated financial statements are the responsibility
of the Partnership’s management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.
  We
conducted our 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 also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, 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, 2006, and the results
of their operations and their cash flows for the years ended
December 31, 2006 and 2005, in conformity with accounting principles
generally accepted in the United States of America.
  As
discussed in Note 1, the Partnership’s reinvestment period ended on December 20,
2005 and its liquidation period commenced. During the liquidation period the
Partnership intends to distribute substantially all distributable cash from
operations and equipment sales to the partners and begin the orderly termination
of its operations and affairs.
  /s/
Hays & Company LLP
  March
28, 2007
 New
York, New York








25











ICON
      Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Consolidated
      Balance SheetsAssetsDecember 31,2007
            
            
            2006Current
      AssetsCash
      and cash equivalents
            
            $
            604,745
            
            
            $
            182,901Current
      portion of net investment in finance leases
            
            
            1,555,657
            
            
            
            1,670,319Accounts
      receivable
            
            
            -
            
            
            
            1,500,353Total
      current assets
            
            
            2,160,402
            
            
            
            3,353,573Non-current
      assetsNet
      investments in finance leases, less current portion
            
            
            -
            
            
            
            1,450,383Leased
      equipment at cost (less accumulated depreciation of $0
      and $14,392,245, respectively)
            
            
            -
            
            
            
            12,129,455Investments
      in joint venture
            
            
            3,346,186
            
            
            
            3,718,407Equipment
      held for sale, net
            
            
            -
            
            
            
            44,933Other
      non-current assets, net
            
            
            168,127
            
            
            
            221,353Total
      non-current assets
            
            
            3,514,313
            
            
            
            17,564,531Total
      Assets
            
            $
            5,674,715
            
            
            $
            20,918,104Liabilities
      and Partners' EquityCurrent
      LiabilitiesCurrent
      portion of non-recourse long-term debt
            
            $
            -
            
            
            $
            3,229,104Due
      to General Partner and affiliates
            
            
            -
            
            
            
            518,986Accrued
      expenses and other liabilities
            
            
            163,804
            
            
            
            239,301Total
      current liabilities
            
            
            163,804
            
            
            
            3,987,391Non-current
      liabilitiesNon-recourse
      long-term debt, net of current portion
            
            
            -
            
            
            
            3,744,785Total
      non-current liabilities
            
            
            -
            
            
            
            3,744,785Total
      Liabilities
            
            
            163,804
            
            
            
            7,732,176Minority
      Interest
            
            
            -
            
            
            
            418,241Commitments
      and contingencies (Note 11)Partners'
      EquityGeneral
      Partner
            
            
            (592,856
            )
            
            
            (520,288
            )Limited
      Partners
            
            
            6,103,767
            
            
            
            13,287,975Total
      Partners' Equity
            
            
            5,510,911
            
            
            
            12,767,687Total
      Liabilities and Partners' Equity
            
            $
            5,674,715
            
            
            $
            20,918,104





See
accompanying notes to consolidated financial statements


26






ICON
      Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Consolidated
      Statements of OperationsYears Ended December 31,2007
            
            
            2006
            
            
            2005Revenue:Rental
      income
            
            $
            1,969,156
            
            
            $
            7,236,254
            
            
            $
            8,199,521Finance
      income
            
            
            331,818
            
            
            
            645,483
            
            
            
            994,090Income
      from investments in joint ventures
            
            
            215,269
            
            
            
            219,075
            
            
            
            12,817Net
      gain on sales of equipment
            
            
            1,535,576
            
            
            
            19,650
            
            
            
            4,886,943Net
      gain on lease termination
            
            
            -
            
            
            
            -
            
            
            
            630,000Realized
      gain on sale of convertible notes
            
            
            -
            
            
            
            -
            
            
            
            1,544,573Interest
      and other income
            
            
            32,629
            
            
            
            27,549
            
            
            
            220,684Total
      revenue
            
            
            4,084,448
            
            
            
            8,148,011
            
            
            
            16,488,628Expenses:Management
      fees - General Partner
            
            
            -
            
            
            
            174,711
            
            
            
            508,938Administrative
      expense (refunds) reimbursements -General
      Partner
            
            
            (192,000
            )
            
            
            139,079
            
            
            
            355,541General
      and administrative
            
            
            353,104
            
            
            
            469,124
            
            
            
            328,397Interest
            
            
            180,474
            
            
            
            548,436
            
            
            
            1,383,131Depreciation
      and amortization
            
            
            496,447
            
            
            
            3,033,905
            
            
            
            7,574,950Bad
      debt recovery
            
            
            -
            
            
            
            -
            
            
            
            (125,842
            )Impairment
      loss
            
            
            -
            
            
            
            257,440
            
            
            
            5,422,609Total
      expenses
            
            
            838,025
            
            
            
            4,622,695
            
            
            
            15,447,724Income
      before Minority Interest
            
            
            3,246,423
            
            
            
            3,525,316
            
            
            
            1,040,904Minority
      interest
            
            
            (1,093
            )
            
            
            308,559
            
            
            
            (246,137
            )Net
      income
            
            $
            3,247,516
            
            
            $
            3,216,757
            
            
            $
            1,287,041Net
      income allocable to:Limited
      Partners
            
            $
            3,215,041
            
            
            $
            3,184,589
            
            
            $
            1,274,171General
      Partner
            
            
            32,475
            
            
            
            32,168
            
            
            
            12,870$
            3,247,516
            
            
            $
            3,216,757
            
            
            $
            1,287,041Weighted
      average number of limited partnershipunits
      outstanding
            
            
            735,232
            
            
            
            735,351
            
            
            
            738,991Net
      income per weighted averagelimited
      partnership unit
            
            $
            4.37
            
            
            $
            4.33
            
            
            $
            1.72







See accompanying notes to consolidated financial
statements


27








ICON
      Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Consolidated
      Statements of Changes in Partners' EquityAccumulatedLimited
      Partner
            
            
            
            
            
            
            
            
            Other
            
            
            TotalUnits
            
            
            Limited
            
            
            General
            
            
            Comprehensive
            
            
            Partners'Outstanding
            
            
            Partners
            
            
            Partner
            
            
            Income
            
            
            EquityBalance,
      January 1, 2005
            
            
            739,515
            
            
            
            16,472,811
            
            
            
            (489,833
            )
            
            
            625,000
            
            
            
            16,607,978Net
      income
            
            
            -
            
            
            
            1,274,171
            
            
            
            12,870
            
            
            
            -
            
            
            
            1,287,041Realized
      gain on sale of convertible notes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (625,000
            )
            
            
            (625,000
            )Comprehensive
      income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            662,041Limited
      partnership units redeemed
            
            
            (2,633
            )
            
            
            (93,773
            )
            
            
            -
            
            
            
            -
            
            
            
            (93,773
            )Cash
      distributions to partners
            
            
            -
            
            
            
            (3,976,340
            )
            
            
            (40,165
            )
            
            
            -
            
            
            
            (4,016,505
            )Balance,
      December 31, 2005
            
            
            736,882
            
            
            
            13,676,869
            
            
            
            (517,128
            )
            
            
            -
            
            
            
            13,159,741Net
      income
            
            
            -
            
            
            
            3,184,589
            
            
            
            32,168
            
            
            
            -
            
            
            
            3,216,757Limited
      partnership units redeemed
            
            
            (1,650
            )
            
            
            (77,210
            )
            
            
            -
            
            
            
            -
            
            
            
            (77,210
            )Cash
      distributions to partners
            
            
            -
            
            
            
            (3,496,273
            )
            
            
            (35,328
            )
            
            
            -
            
            
            
            (3,531,601
            )Balance,
      December 31, 2006
            
            
            735,232
            
            
            
            13,287,975
            
            
            
            (520,288
            )
            
            
            -
            
            
            
            12,767,687Net
      income
            
            
            -
            
            
            
            3,215,041
            
            
            
            32,475
            
            
            
            -
            
            
            
            3,247,516Limited
      partnership units redeemed
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      distributions to partners
            
            
            -
            
            
            
            (10,399,249
            )
            
            
            (105,043
            )
            
            
            -
            
            
            
            (10,504,292
            )Balance,
      December 31, 2007
            
            
            735,232
            
            
            $
            6,103,767
            
            
            $
            (592,856
            )
            
            $
            -
            
            
            $
            5,510,911






See accompanying notes to consolidated financial statements


28








ICON
      Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Consolidated
      Statements of Cash FlowsYears Ended December 31,2007
            
            
            2006
            
            
            2005Cash
      flows from operating activities:Net
      income
            
            $
            3,247,516
            
            
            $
            3,216,757
            
            
            $
            1,287,041Adjustments
      to reconcile net income to net cash provided byoperating
      activities:Rental
      income paid directly to lenders by lessees
            
            
            (1,969,156
            )
            
            
            (7,236,254
            )
            
            
            (8,199,521
            )Finance
      income
            
            
            (331,818
            )
            
            
            (645,483
            )
            
            
            (994,090
            )Net
      gain on sales of equipment
            
            
            (1,535,576
            )
            
            
            (19,650
            )
            
            
            (4,886,943
            )Net
      gain on lease termination
            
            
            -
            
            
            
            -
            
            
            
            (630,000
            )Realized
      gain on sale of convertible notes
            
            
            -
            
            
            
            -
            
            
            
            (1,544,573
            )Income
      from investments in joint ventures
            
            
            (215,269
            )
            
            
            (219,075
            )
            
            
            (12,817
            )Depreciation
      and amortization
            
            
            496,447
            
            
            
            3,033,905
            
            
            
            7,574,950Interest
      expense on non-recourse financing paid directlyto
      lenders by lessees
            
            
            180,474
            
            
            
            548,436
            
            
            
            1,245,414Impairment
      loss
            
            
            -
            
            
            
            257,440
            
            
            
            5,422,609Reversal
      of bad debt expense
            
            
            -
            
            
            
            -
            
            
            
            (125,842
            )Minority
      interest
            
            
            (1,093
            )
            
            
            308,559
            
            
            
            (246,137
            )Changes
      in operating assets and liabilities:Collection
      of principal - non-financed receivables
            
            
            1,624,001
            
            
            
            2,418,072
            
            
            
            796,897Other
      assets
            
            
            (36,917
            )
            
            
            36,061
            
            
            
            (1,220
            )Due
      to General Partner and affiliates, net
            
            
            (143,112
            )
            
            
            120,324
            
            
            
            (32,999
            )Accrued
      expenses and other liabilities
            
            
            (75,497
            )
            
            
            (137,000
            )
            
            
            350,913Distributions
      to/from joint ventures and minority interest
            
            
            217,038
            
            
            
            -
            
            
            
            -Net
      cash provided by operating activities
            
            
            1,457,038
            
            
            
            1,682,092
            
            
            
            3,682Cash
      flows from investing activities:Investment
      in operating leases
            
            
            -
            
            
            
            -
            
            
            
            (133,393
            )Investment
      in finance leases
            
            
            -
            
            
            
            -
            
            
            
            (4,040,000
            )Proceeds
      from sales of equipment
            
            
            9,523,555
            
            
            
            40,278
            
            
            
            25,143,779Proceeds
      from lease termination
            
            
            -
            
            
            
            -
            
            
            
            630,000Proceeds
      from the sale of convertible notes
            
            
            -
            
            
            
            -
            
            
            
            1,544,573Distributions
      to minority interest
            
            
            -
            
            
            
            -
            
            
            
            (68,308
            )Contributions
      made to joint venture
            
            
            -
            
            
            
            -
            
            
            
            (2,000,000
            )Distributions
      received from joint ventures
            
            
            371,543
            
            
            
            504,896
            
            
            
            16,001Net
      cash provided by investing activities
            
            
            9,895,098
            
            
            
            545,174
            
            
            
            21,092,652Cash
      flows from financing activities:Proceeds
      from note payable - recourse
            
            
            -
            
            
            
            -
            
            
            
            775,000Repayments
      of notes payable - non-recourse
            
            
            -
            
            
            
            -
            
            
            
            (11,659,805
            )Repayments
      of notes payable - recourse
            
            
            -
            
            
            
            -
            
            
            
            (5,400,000
            )Cash
      distributions to partners
            
            
            (10,504,292
            )
            
            
            (3,531,601
            )
            
            
            (4,016,505
            )Distributions
      to joint ventures
            
            
            (426,000
            )
            
            
            -
            
            
            
            -Redemption
      of limited partnership units
            
            
            -
            
            
            
            (77,210
            )
            
            
            (93,773
            )Due
      to General Partner and affiliates, net
            
            
            -
            
            
            
            145,000
            
            
            
            -Net
      cash used in financing activities
            
            
            (10,930,292
            )
            
            
            (3,463,811
            )
            
            
            (20,395,083
            )Net
      increase (decrease) in cash and cash equivalents
            
            
            421,844
            
            
            
            (1,236,545
            )
            
            
            701,251Cash
      and cash equivalents, beginning of the year
            
            
            182,901
            
            
            
            1,419,446
            
            
            
            718,195Cash
      and cash equivalents, end of the year
            
            $
            604,745
            
            
            $
            182,901
            
            
            $
            1,419,446






See accompanying notes to consolidated financial
statements


29








ICON
      Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Consolidated
      Statements of Cash FlowsYears Ended December 31,2007
            
            
            2006
            
            
            2005Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
            
            $
            18,688
            
            
            $
            -
            
            
            $
            140,309Supplemental
      disclosure of non-cash investing and financing activities:Principal
      and interest on non-recourse long-term debt paiddirectly
      to lenders by lessees
            
            $
            7,154,362
            
            
            $
            6,276,095
            
            
            $
            10,527,945







See accompanying notes to consolidated financial statements


30
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2007, 2006 and 2005




(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 purchasing equipment and leasing it to third parties,
providing equipment and other financing, and to a lesser degree, acquiring
ownership rights to items of leased equipment at lease expiration. 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, at the
General Partner’s discretion, 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) began to dispose of its investments and distribute the excess
cash from sales of such investments to its partners.





The
Partnership’s reinvestment period ended December 20, 2005 and the Partnership
commenced its liquidation period. During the liquidation period the Partnership
is distributing substantially all distributable cash from operations and
equipment sales to the partners and will continue the orderly termination of its
operations and affairs.  The Partnership will not invest in any
additional finance or lease transactions during the liquidation
period.





The
general partner of the Partnership is ICON Capital Corp. (the "General
Partner"), which was originally a Connecticut corporation. Effective June 1,
2007, our General Partner was re-incorporated as a Delaware corporation. The
General Partner manages and controls the business affairs, including, but not
limited to, the Partnership's equipment leases and financing transactions that
the Partnership enters into under the terms of the Partnership’s amended and
restated limited partnership agreement (the “LP
Agreement”).  Additionally, the General Partner has a 1% interest in
the profits, losses, cash distributions and liquidation proceeds of 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, 2007, the
Partnership redeemed 14,733 limited partnership units leaving 735,232 limited
partnership units outstanding at December 31, 2007.





The
Partnership invested most of the net proceeds from its offering in equipment
leases, equipment financing transactions and residual ownership rights in leased
equipment.  After the net offering proceeds were invested, additional
investments were made with the cash generated from the Partnership’s initial
investments to the extent that cash was not needed for expenses, reserves and
distributions to partners.  The investment in additional equipment in
this manner is called “reinvestment.”  The Partnership purchased
equipment from time to time until five years from the date the offering was
completed.  This time frame is called the “reinvestment period,” which
ended on December 20, 2005.  After the reinvestment period, the
Partnership began selling its assets in the ordinary course of business during a
time frame called the “liquidation period.”







31
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2007, 2006 and 2005




(1)
            Organization
      - continued





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 (a) received cash distributions
and distribution proceeds sufficient to reduce their adjusted capital
contribution account to zero and (b) received, in addition, other distributions
and allocations that would provide an 8% per year 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





Basis of
Presentation and Consolidation





The
accompanying consolidated financial statements of the Partnership have been
prepared in accordance with U.S. generally accepted accounting principles (“US
GAAP”).





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.





The
Partnership accounts for its noncontrolling interests in joint ventures where
the Partnership has influence over financial and operational matters, generally
50% or less 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 any distributions received are recorded as
revenue.  All of the Partnership's investments in joint ventures are
subject to its impairment review policies.





In joint
ventures where the Partnership’s interest is majority owned, the financial
condition and results of operations of the joint venture are
consolidated.  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.





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 risk
relating to exceeding insured limits.








32
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2007, 2006 and 2005




(2)     Summary
      of Significant Accounting Policies -
continued





Risks and
Uncertainties





In the
normal course of business, the Partnership is exposed to two significant types
of economic risk: credit and market.  Credit risk is the risk of a
lessee’s inability or unwillingness to make contractually required
payments.  Concentrations of credit risk with respect to lessees are
dispersed across different industry segments within the United States of America
and throughout the world.  Although the Partnership does not currently
foresee a concentrated credit risk associated with these customers, lease
payments are dependent upon the financial stability of the industry segments in
which they operate.  See Note 10 for concentration of
risk.





Market
risk reflects the change in the value of debt instruments due to change in
interest rate spreads or other market factors.  The Partnership
believes that the carrying value of its investments is reasonable taking into
consideration these risks, along with estimated collateral values, payment
history and other relevant information.





Allowance
for Doubtful Accounts





When
evaluating the adequacy of the allowance for doubtful accounts, the Partnership
estimates the uncollectibility of receivables by analyzing lessee
concentrations, creditworthiness and current economic trends. The
Partnership records an allowance for doubtful accounts when the analysis
indicates that the probability of full collection is unlikely.  No
allowance was deemed necessary at December 31, 2007 and 2006.





Debt
Financing Costs





Expenses
associated with the issuance of long-term debt are capitalized and amortized
over the term of the debt instrument using the effective interest rate
method.  These costs are included in other non-current
assets.





Leased
Equipment at Cost





Investments
in leased equipment are stated at cost less accumulated
depreciation.  Leased equipment is depreciated on a straight line
basis over the lease term which range from 4 to 5 years to the asset’s residual
value.





The
residual value assumes, among other things, that the asset is utilized normally
in an open, unrestricted and stable market. Short-term fluctuations in the
market place are disregarded and it is assumed that there is no necessity either
to dispose of a significant number of the assets, if held in quantity,
simultaneously or to dispose of the asset quickly.  The residual value
is calculated using information from various external sources, such as trade
publications, auction data, equipment dealers, wholesalers and industry experts,
as well as inspection of the physical asset and other economic
indicators.








33
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2007, 2006 and 2005


(2)     Summary
      of Significant Accounting Policies -
continued





Asset
Impairments





The
significant assets in our portfolio are periodically reviewed, no less
frequently than annually, to determine whether events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable. An impairment loss will be recognized only if the carrying amount
of a long-lived asset is not recoverable and exceeds its fair market
value. If there is an indication of impairment, the Partnership will
estimate the future cash flows (undiscounted and without interest charges)
expected 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 outflows expected to be necessary to obtain those inflows.  If an
impairment is determined to exist, the impairment loss will be measured as the
amount by which the carrying value of a long-lived asset exceeds its fair value
and recorded in the consolidated statement of operations in the period the
determination is made.





The
events or changes in circumstances that 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 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 debt where the lessee
remits its rental payments directly to the lender and the Partnership does not
recover its residual position until the non-recourse debt is repaid in full. The
preparation of the undiscounted cash flows requires the use of assumptions and
estimates, including the level of future rents, the residual value expected to
be realized upon disposition of the asset, estimated downtime between re-leasing
events and the amount of re-leasing costs. The General Partner’s review for
impairment includes a consideration of the existence of impairment
indicators including third party appraisals, published values for similar
assets, recent transactions for similar assets, adverse changes in market
conditions for specific asset types and the occurrence of significant adverse
changes in general industry and market conditions that could affect the fair
value of the asset.





Equipment
Held for Sale





Equipment
held for sale 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.





Equipment
held for sale is not depreciated and related deferred costs are not amortized.
Subsequent changes to the asset’s fair value, either increases or decreases, are
recorded as adjustments to the carrying value of the equipment; however, any
such adjustment would not exceed the original carrying value of the equipment
held for sale.





Redemption
of Limited Partnership Units





The
Partnership may, at its discretion, redeem units from a limited number of its
limited partners in any one year, as provided for in the
LP Agreement.  The redemption price for any units approved for
redemption is based upon a formula, as provided in the LP
Agreement.  Limited partners are required to hold their units for at
least one year before redemptions will be permitted.





34
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2007, 2006 and 2005


(2)     Summary
      of Significant Accounting Policies -
continued





Per Unit
Data





Net
income (loss) is based upon the weighted average number of limited partnership
units outstanding during the year.





Unguaranteed
Residual Values





The
Partnership carries its investments in estimated unguaranteed residual values at
cost. The net book value is equal to or less than fair value at each reporting
period and is subject to the Partnership's policy relating to impairment
review.





Revenue
Recognition





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





For
finance leases, the Partnership records, at lease inception, the total minimum
lease payments receivable from the lessee, the estimated unguaranteed residual
value of the equipment upon 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 value, minus the cost of the
leased equipment.  Unearned income is recognized as finance income
over the term of the lease using the effective interest rate
method.





For
operating leases, rental income is recognized on a straight line basis over the
lease term.  Billed and uncollected operating lease receivables are
included in accounts receivable.  Accounts receivable are stated at
their estimated net realizable value.  Deferred income is the
difference between the timing of the cash payments and the income recognized on
a straight line basis.





The
General Partner has an investment committee that approves each new equipment and
financing transaction and lease acquisition.  As part of its process
it determines the residual value, if any, 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 the industry in
which the potential lessee operates.  Residual values are reviewed for
impairment in accordance with the Partnership’s policy relating to impairment
review.





Initial
direct costs





The
Partnership capitalizes initial direct costs associated with the origination and
funding of lease assets and investment in financing facility in accordance with
Statement of Financial Accounting Standards (“SFAS”) No. 91 “Accounting for
Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and
Initial Direct Costs of Leases”. The costs are amortized on a lease by lease
basis based on actual lease term using a straight-line method for operating
leases and the effective interest rate method for direct finance leases. Costs
related to leases that are not consummated are expensed as an acquisition
expense.




35
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2007, 2006 and 2005





(2)     Summary
      of Significant Accounting Policies -
continued





Acquisition
fees





Pursuant
to the LP Agreement, acquisition fees paid to the General Partner are based on
3% of the equipment purchase price. These fees are capitalized and included in
the cost of the rental equipment.





Use of
Estimates





The
preparation of financial statements in conformity with US GAAP 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 consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period.
Significant estimates primarily include the determination of allowance for
doubtful accounts, depreciation and amortization, impairment losses, estimated
useful lives and residual values.  Actual results could differ from
those estimates.





Income
Taxes





The
Partnership is taxed as a partnership for federal and state 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.





Comprehensive
(Loss)





Comprehensive
(loss) is reported in the accompanying Consolidated Statements of Changes in
Partners’ Equity and consists of net income and other gains and losses affecting
Partners’ equity that are excluded from net income.




Recent
Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 157, “Accounting for Fair Value Measurement” (“SFAS No.
157”).  SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles and establishes
a hierarchy that categorizes and prioritizes the sources to be used to estimate
fair value. SFAS No. 157 also expands financial statement disclosures about fair
value measurements. On February 14, 2008, the FASB issued FASB Staff Position
SFAS No. 157-1, which amends SFAS No. 157 to exclude SFAS No. 13,
“Accounting for Leases” and other accounting pronouncements that address fair
value measurements of leases from the provisions of SFAS No.
157.  SFAS No. 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007. The General Partner has
not yet determined whether SFAS No. 157 will have a material impact on the
Partnership’s financial condition, results of operations, or cash flow. However,
the General Partner believes the Partnership will likely be required to provide
additional disclosures as part of future financial statements, beginning with
the first quarter of 2008.





36
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2007, 2006 and 2005





(2)
            Summary
      of Significant Accounting Policies -
continued








In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities—Including an Amendment of SFAS
No. 115” (“SFAS No. 159”), which permits but does not require us to measure
financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been elected are
reported in earnings.  This statement is effective for financial
statements issued for fiscal years beginning after November 15,
2007.  The General Partner is currently evaluating the impact of
adopting SFAS No. 159 on the Partnership’s consolidated financial
statements.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements—an Amendment of ARB No. 51” (“SFAS No.
160”). SFAS No. 160 establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the retained interest and gain
or loss when a subsidiary is deconsolidated. This statement is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 with earlier adoption prohibited. The General Partner is
currently evaluating the impact of SFAS No. 160 on the Partnership’s
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)
              Net
      Investments in Finance
Leases




Net
investments in finance leases consisted of the following at December
31:





2007
            
            
            2006Minimum
      rents receivable
            
            $
            1,474,000
            
            
            
            3,278,319Estimated
      residual value
            
            
            200,000
            
            
            
            200,000Initial
      direct costs, net
            
            
            -
            
            
            
            92,544Unearned
      income
            
            
            (118,343
            )
            
            
            (450,161
            )Net
      investments in finance leases
            
            
            1,555,657
            
            
            
            3,120,702Less:  Current
      portion of netinvestment
      in finance leases
            
            
            1,555,657
            
            
            
            1,670,319Net
      investments in finance leases,less
      current portion
            
            $
            -
            
            
            $
            1,450,383





The
Partnership had an investment in a finance lease with Regus Business Centre
Corp. ("Regus"), which leased office, telecommunications and computer equipment
from the Partnership under the terms of a finance lease since August 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
amended lease, Regus commenced making payments at a reduced rental rate, with an
extension for 48 months, effective March 15, 2003. On February 28, 2007, the
lease expired and Regus purchased the equipment under a bargain purchase
option.






37
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2007, 2006 and 2005





(3)
              Net
      Investments in Finance Leases -
continued




Due to
Regus’s history of timely payments subsequent to emerging from bankruptcy, the
General Partner determined that the allowance for doubtful accounts recorded
during prior years was no longer required and reversed $125,842 during the year
ended December 31, 2005.





On
December 16, 2005, the Partnership entered into an agreement to purchase and
lease back certain manufacturing equipment owned by Playcore Wisconsin,
Inc. (“Playcore”) for $4,040,000 (including initial direct costs of
approximately $139,000) in cash. The Partnership entered into a lease agreement
with Playcore with a base term of 36 months that commenced on January 1,
2006.  This lease is accounted for as a direct finance lease. The
Partnership paid an acquisition fee to its General Partner of $121,200 relating
to the purchase of this equipment.







(4)
              Leased
      Equipment at Cost


Leased
equipment at cost consisted of the following at December 31:





2007
            
            
            2006Aircraft
      and aircraft related equipment
            
            $
            -
            
            
            $
            18,486,930Petrochemical
      tug and barge
            
            
            -
            
            
            
            8,034,770-
            
            
            
            26,521,700Accumulated
      depreciation
            
            
            -
            
            
            
            (14,392,245
            )$
            -
            
            
            $
            12,129,455





Depreciation
expense was $540,220, $2,979,776 and $7,269,861 for the years ended December 31,
2007, 2006 and 2005, respectively.





Aircraft
and Aircraft Related Equipment





On March
31, 2004, the Partnership and ICON Income Fund Ten, LLC ("Fund Ten"), an entity
also managed by the General Partner, formed a joint venture, ICON Aircraft
46837, LLC ("Aircraft 46837"), for the purpose of acquiring a 1979 McDonnell
Douglas DC-10-30F aircraft on lease to Federal Express Corporation ("FedEx"),
which expired on March 31, 2007. The Partnership initially acquired a 28.6%
interest in this joint venture for a total cash contribution of approximately
$1,100,000. The Partnership capitalized legal and other costs of approximately
$239,000 as part of the cost of the investment.





The
Partnership had an option to acquire an additional 61.4% interest in Aircraft
46837 from Fund Ten. The cost of the option was approximately $420,000, which
included $10,000 paid to Fund Ten and approximately $410,000 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% of its interest in Aircraft 46837 to the
Partnership giving the Partnership a 90% interest. Fund Ten received
approximately $2,297,000 for the 61.4% interest.





The
non-recourse debt accrued interest at 4.0% per year and matured in March
2007. The lender had 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 at December 31, 2006 was
$2,660,814.





38
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2007, 2006 and 2005





(4)
                Leased
      Equipment at Cost -
continued




At
December 31, 2005, the General Partner determined that the aircraft was
impaired, based upon an appraisal that indicated a slower than expected recovery
in the air transportation industry, and Aircraft 46837 recorded an impairment
loss for approximately $3,586,000.





On March
30, 2007, Aircraft 46837 sold the aircraft on lease to FedEx for $4,260,000 and
recognized a loss on the sale of approximately $920,000.  The final
lease payment was paid to the lender, satisfying all remaining debt
obligations.





Also,
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, prepaid 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 non-compliance with conditions mandated in the
lease.  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 approximately $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.





Coal
Handling Facility





The
Partnership, along with ICON Cash Flow Partners L.P. Six ("L.P. Six"), an entity
also managed by the General  Partner,  had an interest 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.





The
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.





Petrochemical
Tug and Barge





We had a
100.0% interest in ICON/Michigan-Great Lakes, LLC (“ICON/Michigan”). On June 25,
2007, ICON/Michigan sold all of its rights in a tug boat and barge (the “Tug
boat and Barge”) on charter to Keystone Great Lakes, Inc. (“Keystone”) to an
unaffiliated third party for $9,260,000 and a gain on sale of approximately
$2,455,000 was recognized. Approximately $4,055,000 of the proceeds was paid to
a third party lender to satisfy all outstanding debt.




39
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2007, 2006 and 2005


(5)
            Investments
      in Joint Ventures





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





ICON
Global Crossing, LLC





On
November 17, 2005, the Partnership, along with Fund Ten and ICON Leasing Fund
Eleven, LLC (“Fund Eleven”), entities also managed and controlled by the General
Partner, formed ICON Global Crossing, LLC (“ICON Global Crossing”) with original
interests of 12%, 44% and 44%, respectively, to purchase certain
telecommunications equipment from various vendors. On March 31, 2006, Fund
Eleven made an additional capital contribution to ICON Global Crossing of
approximately $7,734,000, which changed the interests of the Partnership, Fund
Ten and Fund Eleven to 8.0%, 30.6% and 61.4%, respectively.





During
February and March 2006, ICON Global Crossing purchased approximately
$22,113,000 of equipment that is subject to a lease with Global Crossing and
during April 2006 purchased approximately $3,165,000 (including initial direct
costs of approximately $157,000) of additional equipment that is subject to a
lease with Global Crossing. The Partnership paid acquisition fees to the General
Partner of $60,000.  The term of the lease is 48 months and the lease
commenced on April 1, 2006. The Partnership’s net carrying value of ICON Global
Crossing is approximately $1,349,000 at December 31, 2007.





ICON
Cheyenne, LLC





ICON
Cheyenne, LLC (“Cheyenne”) was a joint venture between the Partnership, ICON
Cash Flow Partners L.P. Seven and ICON Income Fund Eight B L.P., which are
entities also managed by the General Partner that had ownership interests in
Cheyenne of 1.00%, 1.27%, and 97.73%, respectively. During the second quarter of
2007, Cheyenne sold all of its remaining equipment to a third party for total
sales proceeds of approximately $111,000.  A total gain on sale of
approximately $110,000 was recognized by Cheyenne.





The
following joint venture described below is minority owned and not entered into
with affiliates of the Partnership:





Gulf
Coast Leasing, LLC





During
March 2000, the Partnership acquired a 50% interest in Gulf Coast Leasing, LLC
("Gulf Coast"), which acquired a 50% 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 which
also matures on June 23, 2008. The Partnership accounts for its investment in
Gulf Coast using the cost method as the Partnership has virtually no influence
over the financial and operating matters of Gulf Coast. The Partnership paid
approximately $1,997,000 in cash, including acquisition fees, to acquire its
interest.





40
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2007, 2006 and 2005





(6)
            Equipment
      Held for Sale





On
December 28, 2005, the Partnership purchased from ICON Cash Flow Partners,
L.P., Series E, an entity also managed by the General Partner, additional
aircraft rotable parts for Boeing A300 aircraft valued at approximately
$133,000. The fair value was determined at that time, based upon the present
value of sales offers from unrelated third parties. Aircraft rotables are
replacement spare parts that are held typically in inventory by an aircraft
operator.





For the
years ended December 31, 2006 and 2005, the Partnership recorded an impairment
loss of approximately $258,000 and $1,152,000, respectively, based upon
appraisals which indicated that the fair market value was less than the book
value of the aircraft rotables at December 31, 2006 and 2005.





Equipment
held for sale at December 31, 2006 consisted solely of the remaining aircraft
rotable parts. For the years ended December 31, 2006 and 2005, the Partnership
sold equipment for proceeds of approximately $28,000 and $279,000,
respectively.





During
the first quarter of 2007, the remaining aircraft rotable parts were sold for
proceeds of approximately $59,000 and the Partnership recorded a gain  on
sale of equipment of approximately $14,000.





(7)
            Non-Recourse
      Long-Term Debt





There was
no non-recourse debt at December 31, 2007.  On March 30, 2007,
Aircraft 46837 sold the aircraft on lease to FedEx for $4,260,000 repaying the
remaining debt. In addition, on June 25, 2007 the Tug boat and Barge on charter
to Keystone was sold. Approximately $4,055,000 of the total proceeds was paid to
a third party lender to satisfy all outstanding debt. The outstanding balances
of non-recourse notes payable at December 31, 2006 were $6,618,975 and were
related to the equipment sold during 2007.  The Partnership’s
non-recourse notes payable were paid directly to the lenders by the lessees and
accrued interest at either 4.0% or 7.89% per year.





(8)
            Transactions
      with Related Parties





Prior to
April 1, 2006, and in accordance with the terms of the LP Agreement, the
Partnership paid the General Partner (i) management fees ranging from 1% to 7%
based on a percentage of the rentals recognized either directly by the
Partnership or through its joint ventures and (ii) acquisition fees, through the
reinvestment period, of 3% of the gross value of the Partnership’s acquisition
transactions.  In addition, the General Partner was reimbursed for
certain administrative expenses incurred in connection with the Partnership’s
operations.





The
General Partner performs certain services relating to the management of the
Partnership’s equipment leasing and financing 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.





41
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2007, 2006 and 2005





(8)
              Transactions
      with Related Parties -
continued




Administrative
expense reimbursements are costs incurred by the General Partner that are
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 salaries and related costs, travel expenses and
other administrative costs incurred by individuals with a controlling interest
in the General Partner or expenses for rent, depreciation or utilities of the
General Partner.





Although
the General Partner continues to provide these services, effective April 1,
2006, the General Partner waived its rights to all future management fees and
administrative expense reimbursements.





The
General Partner also has a 1% interest in the Partnership’s profits, losses,
cash distributions and liquidation proceeds. The Partnership paid distributions
to the General Partner of $105,043, $35,328 and $40,165 for the years ended
December 31, 2007, 2006 and 2005, respectively. Additionally, the General
Partner’s interest in the Partnership’s net income was $32,475, $32,168 and
$12,870 for the years ended December 31, 2007, 2006 and 2005,
respectively.





The
Partnership had a payable of $518,986 due to the General Partner at December 31,
2006. The Partnership owed the General Partner approximately $192,000 for
accrued and unpaid administrative expense reimbursements, of which approximately
$72,000 were unpaid from December 31, 2005, and approximately $181,000 for
accrued and unpaid acquisition fees for the year ended December 31, 2005. In
addition, the General Partner advanced the Partnership $190,000 during 2006. The
Partnership has repaid $45,000. This advance is payable on demand and does not
accrue interest. The accrued and unpaid acquisition fees and administrative fees
of approximately $181,000 and $192,000, respectively, were forgiven by the
General Partner during 2007. The Partnership has no amounts due to General
Partner at December 31, 2007.





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, 2007, 2006 and 2005, respectively, were as follows:





Years Ended December 31,2007
            
            
            2006
            
            
            2005Acquisition
      fees (1)
            
            $
            (181,200
            )
            
            $
            -
            
            
            $
            181,200Management
      fees (2)
            
            
            -
            
            
            
            174,711
            
            
            
            508,938Administrative
      expense reimbursements (2)
            
            
            (192,000
            )
            
            
            139,079
            
            
            
            355,541$
            (373,200
            )
            
            $
            313,790
            
            
            $
            1,045,679(1) Amount
      included in other assets and amortized over the life of the related
      asset.(2) Charged
      directly to operations.










42
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2007, 2006 and 2005





(9)
              Fair
      Value of Financial
Instruments




Fair
value information with respect to the Partnership's leased assets and
liabilities is not separately provided since (i) SFAS No. 107, “Disclosures
About Fair Values of Financial Instruments,” 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 recourse
notes payable, if any, approximates fair value due to their short-term
maturities and variable interest rates.




(10)
              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, relating to exceeding insured limits.





Concentrations
of credit risk with respect to lessees are dispersed across the different
industry segments within the United States of America; 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, 2007 the Partnership had three lessees that accounted
for 100% of total rental income and finance income. For the year ended December
31, 2006 and 2005, the Partnership had two lessees which accounted for
approximately 92% and 80% of total rental income and finance income,
respectively.




(11)
              Commitments
      and Contingencies and Off-Balance Sheet
  Transactions




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





At the
time the Partnership acquires or divests of its interest in an equipment
lease or other leasing transaction, the Partnership may, under very limited
circumstances, agree to indemnify the seller or buyer for specific contingent
liabilities. The General Partner believes that any liability of the Partnership
that may arise as a result of any such indemnification obligation will not have
a material adverse effect on the consolidated financial condition of the
Partnership taken as a whole.




(12)
              Geographic
      Information




All
long-lived assets, which include finance leases and revenues, are within
the United States.







43
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2007, 2006 and 2005




(13)
                Selected
      Quarterly Financial Data
(unaudited)







The
following table is a summary of selected financial data, by quarter, for the
years ended December 31, 2007 and 2006:





(unaudited)Quarters Ended in 2007
            
            
            Year
      EndedMarch 31,
            
            
            June 30,
            
            
            September 30,
            
            
            December 31,
            
            
            December 31, 2007Revenue
            
            $
            1,056,101
            
            
            $
            2,772,463
            
            
            $
            149,764
            
            
            $
            106,120
            
            
            $
            4,084,448Net
      (loss) income allocable to limited partners
            
            $
            227,764
            
            
            $
            2,566,321
            
            
            $
            43,737
            
            
            $
            377,219
            
            
            $
            3,215,041Weighted
      average number of limitedpartnership
      units outstanding
            
            
            735,232
            
            
            
            735,232
            
            
            
            735,232
            
            
            
            735,232
            
            
            
            735,232Net
      (loss) income per weighted averagelimited
      partnership unit
            
            $
            0.31
            
            
            $
            3.49
            
            
            $
            0.06
            
            
            $
            0.51
            
            
            $
            4.37





(unaudited)Quarters Ended in 2006
            
            
            Year
      EndedMarch 31,
            
            
            June 30,
            
            
            September 30,
            
            
            December 31,
            
            
            December 31, 2006Revenue
            
            $
            2,090,269
            
            
            $
            2,033,405
            
            
            $
            2,012,716
            
            
            $
            2,011,621
            
            
            $
            8,148,011Net
      income allocable to limited partners
            
            $
            93,936
            
            
            $
            938,251
            
            
            $
            930,401
            
            
            $
            1,222,001
            
            
            $
            3,184,589Weighted
      average number of limitedpartnership
      units outstanding
            
            
            736,039
            
            
            
            735,232
            
            
            
            735,232
            
            
            
            735,351
            
            
            
            735,351Net
      income per weighted averagelimited
      partnership unit
            
            $
            0.13
            
            
            $
            1.28
            
            
            $
            1.27
            
            
            $
            1.66
            
            
            $
            4.33







(14)
                  Income
      Tax Reconciliation
(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 taxes of the partners.





At
December 31, 2007 and 2006, the partners’ capital accounts included in the
consolidated financial statements totaled $5,510,911 and $12,767,687,
respectively. The partners’ capital accounts for federal income tax purposes at
December 31, 2007 and 2006 totaled $17,069,701 and $22,272,300, 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 reporting purposes, and differences in direct finance leases,
depreciation and amortization and provision for losses between financial
reporting and federal income tax purposes.







44
 ICON
Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2007, 2006 and 2005


(14)
                  Income
      Tax Reconciliation (unaudited) -
  continued







The
following table reconciles net income for financial statement reporting purposes
to the net income for federal income tax purposes, for the years ended December
31, 2007, 2006 and 2005 :





2007
            
            
            2006
            
            
            2005Net
      income per consolidated financial statements
            
            
            3,247,516
            
            
            $
            3,216,757
            
            
            $
            1,287,041Adjustments
      for direct finance lease
            
            
            1,430,319
            
            
            
            1,772,595
            
            
            
            354,345Interest
            
            
            62,315
            
            
            
            -
            
            
            
            -Impairment
            
            
            -
            
            
            
            257,440
            
            
            
            -Deferred
      income
            
            
            -
            
            
            
            (202,611
            )
            
            
            -Depreciation
      and amortization
            
            
            (1,843,987
            )
            
            
            (2,690,518
            )
            
            
            5,299,706Gain
      (loss) on sale of equipment
            
            
            2,882,089
            
            
            
            (775,759
            )
            
            
            18,245,519Other
      items
            
            
            (476,560
            )
            
            
            (1,555,148
            )
            
            
            (1,524,107
            )Net
      income for federal income tax purposes
            
            $
            5,301,692
            
            
            $
            22,756
            
            
            $
            23,662,504








45







Schedule IIICON
      Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Valuation
      and Qualifying AccountsBalance
      At
            
            
            Charged
      To
            
            
            
            
            
            
            Balance
      AtBeginning
            
            
            Costs
      And
            
            
            
            
            
            
            EndOf Year
            
            
            Expenses
            
            
            Deduction
            
            
            
            Of YearYear
      ended December 31, 2007Allowance
      for doubtful accounts(deducted
      from investments in finance leases)
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            
            $
            -Year
      ended December 31, 2006Allowance
      for doubtful accounts(deducted
      from investments in finance leases)
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            
            $
            -Year
      ended December 31, 2005Allowance
      for doubtful accounts(deducted
      from investments in finance leases)
            
            $
            125,842
            
            
            $
            -
            
            
            $
            125,842
            
            (1)
            
            $
            -(1) Due
      to Regus Business Center Corp. continued good payment history the
      Partnership reduced the allowance for doubtful accounts
      to zero.








46





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





On
November 26, 2007, ICON Income Fund Eight A L.P. (the “Registrant”) terminated
the services of Hays & Company LLP (“Hays”) as its independent registered
public accounting firm for the fiscal year ended December 31,
2007.  The decision to dismiss Hays was recommended and approved by
the board of directors of ICON Capital Corp. (the “General Partner”), the
General Partner of the Registrant (“Board of Directors”).




The audit
report of Hays on the balance sheet as of December 31, 2006 contained no adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principle.





During
the Registrant’s fiscal year ended December 31, 2006, and the subsequent interim
period through November 26, 2007, (i) there were no “disagreements” (as defined
in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Hays on
any matter of accounting principle or practice, financial statement disclosure,
or auditing scope or procedure that, if not resolved to the satisfaction of
Hays, would have caused Hays to make reference to the subject matter of the
disagreement in connection with its report and (ii) there were no “reportable
events” (as defined in Item 304(a)(1)(v) of Regulation S-K and related
instructions), except the following with regard to the internal controls of the
Registrant’s General Partner:




While
evaluating the General Partner’s disclosure controls and procedures during 2006,
Hays advised the General Partner and the General Partner recognized that greater
internal controls were needed to aid in a more efficient closing of the
Registrant’s financial statements, thereby requiring the General Partner to hire
additional skilled accounting staff.  In response, the General Partner
hired several additional accounting staff members who are certified public
accountants and/or are experienced with public reporting entities, including
three additional senior accountants with more than 16, 10, and 9 years,
respectively, of experience with public reporting entities, the most senior of
those accountants was appointed Senior Vice President of
Accounting.




The
Registrant provided Hays with a copy of this disclosure and Hays furnished the
Registrant with a letter dated November 30, 2007, addressed to the Securities
and Exchange Commission (the “SEC”) stating whether or not it agrees with the
above statements.  A copy of Hays’ letter dated November 30, 2007, is
attached as Exhibit 16.1 to the Form 8-K that was filed with the SEC on November
30, 2007.





On
November 26, 2007, the Board of Directors engaged Ernst & Young LLP (“Ernst
& Young”) as the Registrant’s independent registered public accounting firm
for the fiscal year ending December 31, 2007. During the Registrant’s fiscal
year ended December 31, 2006 and the subsequent interim period through November
26, 2007, neither the Registrant nor any one acting on its behalf consulted with
Ernst & Young regarding (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Registrant’s consolidated financial
statements and no written report or oral advice was provided by Ernst &
Young to the Registrant that Ernst & Young concluded was an important factor
considered by the Registrant in reaching a decision as to the accounting,
auditing or financial reporting issue, (ii) any matter that was either the
subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K
and related instructions) or a “reportable event” (as defined in Item
304(a)(1)(v) of Regulation S-K and related instructions).







47





Item
9A(T). Controls and Procedures





Evaluation of disclosure controls
and procedures





In
connection with the preparation of this Annual Report on Form 10-K for the
period ended December 31, 2007, as well as the financial statements for our
General Partner, our General Partner carried out an evaluation, under the
supervision and with the participation of the management of our General Partner,
including its Co-Chief Executive Officers and Chief Financial Officer, of the
effectiveness of the design and operation of our General Partner’s disclosure
controls and procedures as of the end of the period covered by this Report
pursuant to the Securities Exchange Act of 1934. Based on the foregoing
evaluation, the Co-Chief Executive Officers and the Chief Financial Officer
concluded that our General Partner’s disclosure controls and procedures were
effective.





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 Co-Chief Executive Officers and Chief Financial Officer have
determined that no weakness in disclosure controls and procedures had any
material effect on the accuracy and completeness of our financial reporting and
disclosure included in this Annual Report on Form 10-K.





Evaluation
of internal control over financial reporting





Our
General Partner is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities
Exchange Act of 1934, as amended, as a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles and includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of the company's assets that could have a material effect on the financial
statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risks that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.




Our
General Partner assessed the effectiveness of its internal control over
financial reporting as of December 31, 2007. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in "Internal Control —
Integrated Framework."





Based on
its assessment, our General Partner believes that, as of December 31, 2007, its
internal control over financial reporting is effective.





This
annual report does not include an attestation report of the Partnership’s
registered public accounting firm pursuant to the temporary rules of the
Securities and Exchange Commission that permits the Partnership to only provide
management’s reports in this annual report.





Item
9B. Other Information





Not
applicable.








48





PART
III





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





Our
General Partner, ICON Capital Corp., a Delaware corporation, was formed in 1985
as a Connecticut corporation and was re-incorporated in Delaware effective June
1, 2007. 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.





In
addition to the primary services related to our acquisition and disposition
of equipment, our General Partner provides services relating to the
day-to-day management of our equipment. These services include collecting
payments due from lessees, remarketing equipment that is off-lease, inspecting
equipment, serving as a liaison with lessees, supervising equipment maintenance,
and monitoring performance by lessees of their obligations, including payment of
rent and all operating expenses.





Name
            
            Age
            
            TitleThomas
      W. Martin
            
            53
            
            Chairman
      and DirectorMichael
      A. Reisner
            
            37
            
            Co-Chief
      Executive Officer, Co-President, Chief Financial Officer, and
      DirectorMark
      Gatto
            
            35
            
            Co-Chief
      Executive Officer, Co-President,  Chief Acquisitions Officer,
      and DirectorJoel
      S. Kress
            
            35
            
            Executive
      Vice President — Business and Legal AffairsH.
      Daniel Kramer
            
            56
            
            Senior
      Vice President and Chief Marketing OfficerDavid
      J. Verlizzo
            
            35
            
            Senior
      Vice President — Business and Legal AffairsAnthony
      J. Branca
            
            39
            
            Senior
      Vice President — Accounting and FinanceCraig
      A. Jackson
            
            49
            
            Senior
      Vice President — Remarketing and Portfolio
  Management





Thomas W.
Martin, Chairman, has been a Director since August 1996.  Prior
to joining ICON, 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.





Michael A.
Reisner, Co-Chief Executive Officer, Co-President, Chief Financial
Officer, and Director, joined ICON in 2001. Mr. Reisner was
previously Executive Vice President, Chief Financial Officer, and Director.
 In addition, Mr. Reisner was formerly General Counsel and he also formerly
held the position of Executive Vice President – Acquisitions.
 Previously, from 1996 to 2001, Mr. Reisner was an attorney with Brodsky
Altman & McMahon, LLP in New York, concentrating on commercial transactions.
 Mr. Reisner received a J.D. from New York Law School and a B.A.
from the University of Vermont.








49







Mark
Gatto, Co-Chief Executive Officer, Co-President, Chief Acquisitions
Officer, and Director, originally joined ICON in 1999 and was previously
Executive Vice President and Chief Acquisitions Officer.  Mr. Gatto was
formerly Executive Vice President – Business Development from February 2006 to
May 2007 and Associate General Counsel from November 1999 through October 2000.
 Mr. Gatto is responsible for business and corporate development, including
the acquisition of equipment subject to lease. Before serving as Associate
General Counsel, Mr. Gatto was an attorney with Cella & Goldstein in New
Jersey, concentrating on commercial transactions and general litigation matters.
From November 2000 to June 2003, Mr. Gatto was Director of Player Licensing for
the Topps Company and, in July 2003, he co-founded a specialty business
consulting firm in New York City and served as its managing partner before
re-joining our General Partner in April 2005.  Mr. Gatto received an M.B.A
from the W. Paul Stillman School of Business at Seton Hall University,
a J.D. from Seton Hall University School of Law, and a B.S. from
Montclair State University.





Joel S.
Kress, Executive Vice President – Business and Legal Affairs, started his
tenure with our General Partner in August 2005 as Vice President and Associate
General Counsel.  In February 2006, he was promoted to Senior Vice
President and General Counsel, and in May 2007 he was promoted to his current
position.  Previously, from 2001 to 2005, Mr. Kress was an attorney with
Fried, Frank, Harris, Shriver & Jacobson LLP in New York and London,
England, concentrating on mergers and acquisitions, corporate finance and
financing transactions (including debt and equity issuances) and private equity
investments.  Mr. Kress received a J.D. from Boston University School of
Law and a B.A. from Connecticut College.





H. Daniel
Kramer, Senior Vice President and Chief Marketing Officer, joined our
General Partner in 2008.  Mr. Kramer has more than 30 years of equipment
leasing and structured finance experience. Most recently, Mr. Kramer was part of
CIT Commercial Finance, Equipment Finance Division offering equipment leasing
and financing solutions to complement public and private companies’ capital
structure.  Prior to that role, Mr. Kramer was Senior Vice President,
National Sales Manager with GMAC Commercial Equipment Finance leading a direct
sales origination team, Senior Vice President and National Sales Manager for
ORIX Commercial Structured Equipment Finance division, and President of
Kramer, Clark & Company for 12 years providing financial consulting services
to private and public companies, including structuring and syndicating private
placements, equipment leasing and recapitalizations.





David J.
Verlizzo has been Senior Vice President – Business and Legal
Affairs since July 2007.  Mr. Verlizzo was formerly Vice
President and Deputy General Counsel from February 2006 to July 2007 and was
Assistant Vice President and Associate General Counsel from May 2005 until
January 2006.  Previously, from 2001 to 2005, Mr. Verlizzo was an
attorney with Cohen Tauber Spievack & Wagner LLP in New York,
concentrating on public and private securities offerings, securities law
compliance and corporate and commercial transactions.  Mr. Verlizzo
received a J.D. from Hofstra University School of Law and a B.S. from The
University of Scranton.





Anthony J.
Branca has been Senior Vice President – Accounting and Finance since
January 2007. Mr. Branca was Director of Corporate Reporting & Analysis
for The Nielsen Company (formerly VNU) from May 2005 until January 2007, and
held various other management positions with The Nielsen Company from July 1997
through May 2005.  Previously, from 1994 through 1997, Mr. Branca was
employed as a senior accountant at Fortune Brands and started his career as an
auditor with KPMG Peat Marwick in 1991.  Mr. Branca received a B.B.A.
from Pace University.





Craig A.
Jackson was Vice President – Remarketing and Portfolio Management
since February 2006. He became a Senior Vice President in March 2008.
Previously, from October 2001 to 2006, Mr. Jackson was President and
founder of Remarketing Services, Inc., a transportation equipment remarketing
company. Prior to 2001, Mr. Jackson served as Vice President of Remarketing
and Vice President of Operations for Chancellor Fleet Corporation (an equipment
leasing company).  Mr. Jackson received a B.A. from
Wilkes University.






50




Code
of Ethics





Our
General Partner, on our behalf, has adopted a code of ethics for its Co-Chief
Executive Officers, and Chief Financial 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, 2007, 2006 and 2005.





Entity
            Capacity
            Description
            
            2007
            
            
            2006
            
            
            2005ICON
      Capital Corp.
            General
      Partner
            Acquisition
      fee
            
            $
            (181,200
            )
            
            $
            -
            
            
            $
            181,200ICON
      Capital Corp.
            General
      Partner
            Management
      fee
            
            $
            -
            
            
            $
            174,711
            
            
            $
            508,938ICON
      Capital Corp.
            General
      Partner
            Administrative
      fee
            
            $
            (192,000
            )
            
            $
            139,079
            
            
            $
            355,541





Our
General Partner also has a 1% interest in our profits, losses, cash
distributions and liquidation proceeds. We paid distributions to our
General Partner of $105,043, $35,328 and $40,165 for the years ended December
31, 2007, 2006 and 2005, respectively.  Additionally, our General
Partner’s interest in our net income was $32,475, $32,168 and $12,870, for the
years ended December 31, 2007, 2006 and 2005, respectively.




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





(a)
            We
      do not have any securities authorized for issuance under any equity
      compensation plan. 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 February 29, 2008, Directors and Officers of our General
      Partner do not own any of our equity
  securities.




(c)
            Neither
      we nor our General Partner are aware of any arrangements with respect to
      our securities, the operation of which may at a subsequent date result in
      a change of control of
us.




Item
13. Certain Relationships and Related Transactions, and Director
Independence





See Item
11 for a discussion of our related party transactions.  See Notes 5 and 8
to our consolidated financial statements for a discussion of our investments in
joint ventures and transactions with related parties.







51








Item 14. Principal Accounting Fees and Services





During
the years ended December 31, 2007 and 2006, 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.





Hays
& Company LLP (“Hays”) was our independent registered public accounting firm
in 2006 and 2007.  On November 26, 2007, the Board of Directors of our
General Partner terminated the services of Hays as our independent registered
public accounting firm.  As a result of Hays’ termination, Hays did
not complete the audit of our financial statements for the year ended December
31, 2007.   On November 26, 2007, the Board of Directors engaged
Ernst & Young LLP as the Registrant’s independent registered public
accounting firm for the fiscal year ending December 31, 2007.  The
following table presents the fees for both audit and non – audit services
rendered for the years ended December 31, 2007 and 2006.





Principal
      Audit Firm - Ernst & Young LLP2007
            
            
            2006Audit
      fees
            
            $
            165,000
            
            
            $
            -Tax
      fees
            
            
            -
            
            
            
            -$
            165,000
            
            
            $
            -Predecessor
      Audit Firm - Hays & Company LLP2007
            
            
            2006Audit
      fees
            
            $
            52,708
            
            
            $
            106,700Tax
      fees
            
            
            -
            
            
            
            39,960$
            52,708
            
            
            $
            146,660







52








PART
IV




Item
15. Exhibits, Financial Statement Schedules





(a)
            1.
      Financial StatementsSee index to financial statements included as Item 8 to this Annual Report
      on Form 10-K hereof.2. Financial
      Statement SchedulesFinancial
      Statement Schedule II – Valuation and Qualifying Accounts is filed with
      this Annual Report on Form 10-K. Schedules not 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:3.1    
      Certificate of Limited Partnership of Registrant (Incorporated by
      reference to Exhibit 4.3 to Registrant’s Registration Statement on Form
      S-1 dated May 29, 1998 (File No. 333-54011).4.1   
      Amended and Restated Agreement of Limited Partnership of Registrant, dated
      February 9, 2000 (Incorporated by reference to Exhibit A to Registrant’s
      Registration Statement on Form S-1 dated May 19, 2000 (File No.
      333-37504).31.1   Rule
      13a-14(a)/15d-14(a). Certification of Co-Chief Executive
      Officer.31.2  
      Rule 13a-14(a)/15d-14(a). Certification of Co-Chief Executive
      Officer.31.3  
      Rule 13a-14(a)/15d-14(a). Certification of Chief Financial
      Officer.32.1  
      Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2  
      Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.3  
      Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.








53





SIGNATURES





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





333-54011
File No.


ICON
Income Fund Eight A L.P. (Registrant) by its General Partner, ICON Capital
Corp.





April 11,
2008





/s/
      Michael A. ReisnerMichael
      A. ReisnerCo-Chief
      Executive Officer, Co-President and Chief Financial Officer
              (Co-Principal
      Executive Officer and Principal Financial Officer)





/s/
      Mark GattoMark
      GattoCo-Chief
      Executive Officer, Co-President and Chief Acquisitions
Officer
              (Co-Principal
      Executive Officer)





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





ICON
Capital Corp.


General
Partner of the Registrant





April 11,
2008





/s/
      Michael A. ReisnerMichael
      A. ReisnerCo-Chief
      Executive Officer, Co-President, Chief Financial Officer
              (Co-Principal
      Executive Officer and Principal Financial Officer)





April 11,
2008





/s/
      Mark GattoMark
      GattoCo-Chief
      Executive Officer, Co-President, Chief Acquisitions Officer
              (Co-Principal
      Executive Officer)





April 11,
2008





/s/
      Thomas W. MartinThomas
      W. MartinChairman





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





No annual
report or proxy material has been sent to security holders.









54