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

                                    FORM 10-K

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

For the fiscal year ended                   December 31, 1998
                          ------------------------------------------------------
                                       or

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

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

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

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

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

              600 Mamaroneck Avenue, Harrison, New York 10528-1632
--------------------------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code           (914) 698-0600
                                                   -----------------------------

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

        Title of each class                        Name of each exchange
                                                    on which registered

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

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

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

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

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

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


<PAGE>


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

                                December 31, 1998

                                TABLE OF CONTENTS

Item                                                                     Page
----                                                                     ----
PART I

1.   Business                                                             3-4

2.   Properties                                                             4

3.   Legal Proceedings                                                      4

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

PART II

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

6.   Selected Financial and Operating Data                                  5

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

8.   Consolidated Financial Statements and Supplementary Data            8-19

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                   20

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                    20-21

11.  Executive Compensation                                                22

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                        22

13.  Certain Relationships and Related Transactions                        22

PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       23

SIGNATURES                                                                 24


<PAGE>


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

                                December 31, 1998


PART I

Item 1.  Business

General Development of Business

     ICON Income Fund Eight A L.P.  (the  "Partnership"),  was formed on July 9,
1997 as a Delaware limited  partnership.  The Partnership's  maximum offering is
$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 at $100 per unit representing $1,200,000 of capital contributions. Between
October  15,  1998 and  December  31,  1998,  124,786.33  additional  units were
admitted representing $12,478,633 of capital contributions.

Narrative Description of Business

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

     The equipment  leasing  industry is highly  competitive.  In initiating its
leasing  transactions,  the  Partnership  will 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 the  Partnership  and have greater  financial
resources.

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




<PAGE>


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

                                December 31, 1998

Lease and Financing Transactions

     For the period ended December 31, 1998 the Partnership purchased and leased
or financed $47,233,168 of equipment with a weighted average initial transaction
term of 61 months.  The  equipment  purchased  and leased or  financed  includes
$27,421,810 of equipment  leased to Portland General Electric by a joint venture
in  which  the  Partnership  has  a  98.5%  interest.  Simultaneously  with  the
acquisition of the Portland  General Electric lease (see Note 3), rent in excess
of the senior debt  payments was  acquired by an  affiliate of the  Partnership,
ICON Cash Flow Partners L.P. Six ("L.P.  Six") for  $3,801,108.  Included in the
summary of equipment cost by category  below is 100% of the remaining  equipment
cost owned by the joint venture. The Partnership accounts for this investment by
consolidating  100% of the  assets  and  liabilities  of the joint  venture  and
reflecting as a liability the related  minority  interest.  At December 31, 1998
the weighted averaged initial transaction term of the portfolio was 60 months. A
summary of the portfolio equipment cost by category held at December 31, 1998 is
as follows:

                                                       December 31, 1998
                                                     ---------------------
        Category                                         Cost      Percent
        --------                                         ----      -------
      Material handling ........................     $23,620,702     54.4%
      Computer systems .........................      17,358,458     40.0
      Furniture and fixtures ...................       2,452,900      5.6
                                                     -----------    -----
      
                                                     $43,432,060    100.0%
                                                     ===========    =====
      
     The Partnership has one lease which  individually  represents  greater than
10% of the total  portfolio  equipment  cost at December 31, 1998.  The lease is
with  Portland  General  Electric  (material  handling),  and  the  cost  of the
equipment  represented  54.4% of the total portfolio  equipment cost at December
31, 1998.

Item 2.  Properties

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

Item 3.  Legal Proceedings

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

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 1998.




<PAGE>


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

                                December 31, 1998

PART II

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

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

                                         Number of Equity Security Holders
         Title of Class                        as of December 31, 1998
         --------------                  ---------------------------------

        Limited Partners                                 651
        General Partner                                    1

Item 6.  Selected Consolidated Financial and Operating Data

                                                         Period Ended
                                                     December 31, 1998 (1)
                                                     ---------------------
Total revenue ...........................................   $46,998
                                                            =======

Net income ..............................................   $27,205
                                                            =======

Net income allocable to limited partners ................   $26,933
                                                            =======

Net income allocable to the General Partner .............   $   272
                                                            =======

Weighted average limited partnership units outstanding ..    95,236
                                                            =======

Net income per weighted average limited partnership unit    $   .28
                                                            =======

Distributions to limited partners .......................   $64,728
                                                            =======

Distributions to the General Partner ....................   $   654
                                                            =======

                                                     December 31, 1998
                                                     -----------------

Total assets ........................................  $47,129,579
                                                       ===========

Partners' equity ....................................  $11,794,840
                                                       ===========

   (1) Since the  Partnership  commenced  operations  on October 14,  1998,  the
initial closing date, revenue and income for 1998 does not reflect a full year's
operations.

     The above selected  financial  data should be read in conjunction  with the
consolidated  financial statements and related notes appearing elsewhere in this
report.


<PAGE>


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

                                December 31, 1998

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

     ICON Income Fund Eight A L.P.  (the  "Partnership"),  was formed on July 9,
1997 as a Delaware limited  partnership.  The Partnership's  maximum offering is
$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 at $100 per unit representing $1,200,000 of capital contributions. Between
October  15,  1998 and  December  31,  1998,  124,786.33  additional  units were
admitted representing  $12,478,633 of capital  contributions  bringing the total
admission to 136,786.33 units totaling $13,678,633 in capital contributions.

Results of Operations for the Period Ended December 31, 1998

     As the Partnership  commenced  operations on October 14, 1998,  results for
1998 do not reflect a full year's activity.

     For the period ended  December  31, 1998,  the  Partnership  purchased  and
leased or  financed  equipment  with an  initial  cost of  $47,233,168  to three
lessees or equipment users.  Simultaneously with the acquisition of the Portland
General  Electric lease (see Note 3), rent in excess of the senior debt payments
was acquired by L.P. Six for $3,801,108.

     Net income for the period  ended  December  31, 1998 was  $27,205.  The net
income per weighted average limited  partnership unit was $.28. Revenues for the
period ended December 31, 1998 were $46,998.

Liquidity and Capital Resources

     The   Partnership's   primary   sources  of  funds  in  1998  were  capital
contributions, net of offering expenses, of $11,832,017, net cash generated from
operations of $1,610,077  and proceeds from sale of  receivables  of $3,801,108.
These funds, along with borrowings assumed on equipment purchases of $33,753,429
(consisting  of  $28,753,429  in  non-recourse  notes  and  $5,000,000  in  note
payable-line  of  credit)  were  used to  purchase  or  finance  leases  costing
$47,233,168 and to fund cash distributions.  The Partnership intends to continue
to purchase equipment and fund cash  distributions  utilizing funds from capital
contributions, additional borrowings and cash from operations.

     The Partnership and an affiliate, ICON Cash Flow Partners L.P. Seven ("L.P.
Seven") entered into a joint line of credit  agreement (the  "Facility")  with a
lender in December  1998.  The maximum  amount  available  under the Facility is
$5,000,000.  The Facility is secured by eligible  receivables  and residuals and
bears interest at the rate of Prime plus one half percent.  At December 31, 1998
the Partnership and L.P. Seven had $5,000,000 and $0, respectively,  outstanding
under the Facility.

     In  December  1998 the  Partnership  and three  affiliates,  ICON Cash Flow
Partners,  L.P.,  Series C ("Series C"), ICON Cash Flow Partners L.P. Six ("L.P.
Six") and L.P. Seven formed ICON Boardman  Funding  L.L.C.  ("ICON BF"), for the
purpose of acquiring a lease with Portland General Electric.  The purchase price
totaled  $27,421,810,  and was funded with cash and non-recourse debt assumed in
the purchase price. The Partnership,  Series C, L.P. Six and L.P. Seven received
a 98.5%, .5%, .5% and .5% interest,  respectively, in ICON BF. The Partnership's
financial  statements  include  100% of the assets and  liabilities  of ICON BF.
Series C, L.P. Six and L.P. Seven's  investment in ICON BF has been reflected as
"minority  interests in joint venture."  Simultaneously  with the acquisition of
the Portland General Electric


<PAGE>


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

                                December 31, 1998

lease by ICON BF, the rent in excess of the senior debt payments was acquired by
L.P. Six for $3,801,108. No gain or loss was recognized on this transaction.

     Cash  distributions  to the  limited  partners,  which  were paid  monthly,
aggregated  $64,728.  The  monthly  distribution  rate in 1998 was 10.75% (on an
annualized basis) of which 4.43% was investment income and 6.32% was a return of
capital,  calculated as a percentage of each limited  partner's  initial capital
contribution.  Distributions  were  calculated  based on the number of days each
investment unit was in the Partnership.

     As  of  December  31,  1998,   there  were  no  known  trends  or  demands,
commitments,  events  or  uncertainties  which are  likely to have any  material
effect on liquidity. As cash is realized from the continued offering, operations
or borrowings,  the Partnership  will continue to invest in equipment leases and
financings  where it deems it to be prudent while  retaining  sufficient cash to
meet its reserve requirements and recurring obligations.

Year 2000 Issue

    The Year 2000 issue arose because many existing  computer programs have been
written  using two digits rather than four to define the  applicable  year. As a
result,  programs could  interpret  dates ending in "00" as the year 1900 rather
than the year  2000.  In  certain  cases,  such  errors  could  result in system
failures  or  miscalculations   that  disrupt  the  operation  of  the  affected
businesses.

    The Partnership  uses computer  information  systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General  Partner's primary computer  information  systems are provided by
third party vendors.  The General Partner has formally  communicated  with these
vendors and has received  assurance that their programs are Year 2000 compliant.
In addition,  the General Partner has gathered  information  about the Year 2000
readiness of  significant  vendors and  third-party  servicers  and continues to
monitor  developments  in this area.  All of the  General  Partner's  peripheral
computer  technologies,  such as its  network  operating  system and third party
software  applications,  including  payroll  and  electronic  banking  have been
evaluated and have been found to be Year 2000 compliant.  The ultimate impact of
the Year 2000  issue on the  Partnership  will  depend to a great  extent on the
manner in which the issue is addressed by the Partnership's lessees. Each of the
Partnership's  lessees will have a material  self interest in resolving any Year
2000 issue, however, non-compliance on the part of a lessee could result in lost
or  delayed  revenues  to the  Partnership.  The  effect  of  this  risk  to the
Partnership is not determinable.

    The General  Partner is responsible for costs relating to the assessment and
development of its Year 2000 compliance remediation plan, as well as the testing
of the hardware and software owned or licensed for its personal  computers.  The
General  Partner's  costs  incurred to date and  expected  future  costs are not
material.



<PAGE>


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

                                December 31, 1998

Item 8.  Consolidated Financial Statements and Supplementary Data


                          Index to Financial Statements

                                                                     Page Number
                                                                     -----------
Independent Auditors' Report                                              10

Consolidated Balance Sheet as of December 31, 1998                        11

Consolidated Statement of Operations for the Period July 9, 1997
  (date of inception) to December 31, 1998                                12

Consolidated Statement of Changes in Partners' Equity for the
  Period July 9, 1997 (date of inception) to December 31, 1998            13

Consolidated Statement of Cash Flows for the Period July 9, 1997
  (date of inception) to December 31, 1998                           14 - 15

Notes to Consolidated Financial Statements                           16 - 19



<PAGE>








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

                        Consolidated Financial Statements

                                December 31, 1998

                   (With Independent Auditors' Report Thereon)



<PAGE>











                          INDEPENDENT AUDITORS' REPORT




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. (a Delaware  limited  partnership) as of December 31, 1998, and the
related consolidated  statement of operations,  changes in partners' equity, and
cash flows for the period July 9, 1997 (date of inception) to December 31, 1998.
These   consolidated   financial   statements  are  the  responsibility  of  the
Partnership's  management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of ICON Income Fund
Eight A L.P. as of December 31, 1998,  and the results of its operations and its
cash flows for the period July 9, 1997 (date of inception) to December 31, 1998,
in conformity with generally accepted accounting principles.



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



March 12, 1999
New York, New York


<PAGE>


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

                           Consolidated Balance Sheet

                                December 31, 1998

Assets

Cash .........................................................     $  2,283,067
                                                                   ------------

Investment in finance leases
   Minimum rents receivable ..................................       42,719,705
   Estimated unguaranteed residual values ....................       14,931,068
   Initial direct costs ......................................        1,413,835
   Unearned income ...........................................      (14,262,754)
                                                                   ------------
                                                                     44,801,854


Other assets .................................................           44,658

Total assets .................................................     $ 47,129,579
                                                                   ============


Liabilities and Partners' Equity

Notes payable - non-recourse .................................     $ 28,758,019
Note payable - line of credit ................................        5,000,000
Accounts payable - General Partner and affiliate, net ........        1,232,922
Accounts payable - other .....................................          172,918
Minority interests in consolidated joint venture .............          170,880
                                                                   ------------
                                                                     35,334,739

Commitments and Contingencies

Partners' equity
   General Partner ...........................................              618
   Limited partners (136,786.33 units
     outstanding, $100 per unit original issue price) ........       11,794,222
                                                                   ------------

     Total partners' equity ..................................       11,794,840

Total liabilities and partners' equity .......................     $ 47,129,579
                                                                   ============






See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statement of Operations

      For the Period July 9, 1997 (date of inception) to December 31, 1998


Revenues

   Finance income .............................................          $23,869
   Interest income and other ..................................           23,129
                                                                         -------

   Total revenues .............................................           46,998

Expenses

   General and administrative .................................           10,673
   Interest ...................................................            4,590
   Amortization of initial direct costs .......................            3,179
   Administrative expense
     reimbursements - General Partner .........................              956
   Management fees - General Partner ..........................              395

   Total expenses .............................................           19,793
                                                                         -------
Net income ....................................................          $27,205
                                                                         =======

Net income allocable to:
   Limited partners ...........................................          $26,933
   General Partner ............................................              272
                                                                         -------

                                                                         $27,205
                                                                         =======
Weighted average number of limited
   partnership units outstanding ..............................           95,236
                                                                         =======
Net income per weighted average
   limited partnership unit ...................................          $   .28
                                                                         =======












See accompanying notes to consolidated financial statements.


<PAGE>


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

              Consolidated Statement of Changes in Partners' Equity

    For the Period from July 9, 1997 (date of inception) to December 31, 1998
<TABLE>

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

<S>                                                              <C>           <C>       <C>         
Initial partners'
  capital contribution
  May 6, 1998                                                   $      1,000  $ 1,000  $      2,000
                                                 
Refund of initial                                
   limited partners'                             
   capital contribution                                               (1,000)     -          (1,000)
                                                 
Proceeds from issuance                           
   of limited partnership                        
   units (136,786.33 units)                                       13,678,633             13,678,633
                                                 
Sales and offering expenses                                       (1,846,616)            (1,846,616)
                                                 
Cash distributions to partners        $.40          $.28             (64,728)    (654)      (65,382)
                                                 
Net income                                                            26,933      272        27,205
                                                                ------------  -------  ------------
                                                 
Balance at                                       
   December 31, 1998                                            $ 11,794,222  $   618  $ 11,794,840
                                                                ============  =======  ============
</TABLE>














See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statement of Cash Flows

      For the Period July 9, 1997 (date of inception) to December 31, 1998


Cash flows from operating activities:
   Net income ..................................................   $     27,205
                                                                   ------------
   Adjustments to reconcile net income to
   net cash provided by operating activities:
     Finance income portion of receivables paid directly
       to lenders by lessees ...................................         (6,266)
     Interest expense on non-recourse financing paid
       directly by lessees .....................................          4,590
     Amortization of initial direct costs ......................          3,179
     Changes in operating assets and liabilities:
       Collection of principal - non-financed receivables ......         47,915
       Other assets ............................................        (44,658)
       Minority interests in consolidated joint venture ........        170,880
       Accounts payable to General Partner and affiliates, net .      1,232,922
       Accounts payable - other ................................        172,918
       Other, net ..............................................          1,392
                                                                   ------------

         Total adjustments .....................................      1,582,872
                                                                   ------------
       Net cash provided by operating activities ...............      1,610,077
                                                                   ------------

Cash flows from investing activities:
   Equipment and receivables purchased .........................    (18,479,739)
   Initial direct costs ........................................     (1,417,014)
                                                                   ------------
       Net cash used in investing activities ...................    (19,896,753)
                                                                   ------------

Cash flows from financing activities:
   Initial partners' capital contribution ......................          2,000
   Issuance of limited partnership units,
     net of offering expenses ..................................     11,832,017
   Proceeds from note payable - line of credit .................      5,000,000
   Proceeds from sale of receivables ...........................      3,801,108
   Cash distributions to partners ..............................        (65,382)
                                                                   ------------

       Net cash provided by financing activities ...............     20,569,743
                                                                   ------------

Net increase in cash ...........................................      2,283,067

Cash at beginning of the period ................................           --
                                                                   ------------

Cash at end of year ............................................   $  2,283,067
                                                                   ============


See accompanying notes to consolidated financial statements.


<PAGE>


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

                Consolidated Statement of Cash Flows (continued)

Supplemental Disclosure of Cash Flow Information
------------------------------------------------
      For the period ended December 31, 1998,  non-cash  activities included the
following:

Fair value of equipment and receivables purchased for debt ....    $(28,753,429)
Non-recourse notes payable assumed in purchase price ..........      28,753,429
                                                                   ------------
                                                                   $     -
                                                                   ============




































See accompanying notes to consolidated financial statements.



<PAGE>


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

                   Notes to Consolidated Financial Statements

                                December 31, 1998

1.    Organization

      ICON Income Fund Eight A L.P.  (the  "Partnership")  was formed on July 9,
1997 as a Delaware limited partnership with an initial capitalization of $2,000.
It was formed to acquire various types of equipment,  to lease such equipment to
third  parties  and,  to a  lesser  degree,  to  enter  into  secured  financing
transactions. The Partnership's maximum offering is $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  at $100  per unit
representing  $1,200,000  of capital  contributions.  As of December  31,  1998,
124,786.33  additional  units  had  been  admitted  into  the  Partnership  with
aggregate  gross  proceeds  of  $12,478,633  bringing  the  total  admission  to
136,786.33 units totaling $13,678,633 in capital contributions.

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

      ICON Securities  Corp., an affiliate of the General Partner,  has and will
receive  an  underwriting  commission  on the gross  proceeds  from sales of all
units.  The  total  underwriting  compensation  to be paid  by the  Partnership,
including underwriting  commissions,  sales commissions,  incentive fees, public
offering expense  reimbursements and due diligence activities will be limited to
13.5%  of gross  proceeds  up to  $25,000,000,  13.0%  of  gross  proceeds  from
$25,000,000 to $50,000,000 and 12.5% of gross offering proceeds from $50,000,000
to $75,000,000. Such offering expenses aggregated $1,846,616 (including $752,325
paid to the  General  Partner or its  affiliates  (See Note 6) and were  charged
directly to limited partners' equity.

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

2.    Significant Accounting Policies

      Basis of  Accounting  and  Presentation  - The  Partnership's  records are
maintained on the accrual  basis.  The  preparation  of financial  statements in
conformity with generally accepted  accounting  principles  requires the General
Partner's  management to make estimates and assumptions that affect the reported
amounts of assets and  liabilities  at the date of the financial  statements and
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates. In addition, management is required to disclose contingent
assets and liabilities.

      Consolidation - The consolidated financial statements include the accounts
of the  Partnership  and its majority owned  subsidiary,  ICON Boardman  Funding
L.L.C.  ("ICON  BF").  All  inter-company  accounts and  transactions  have been
eliminated.  The  Partnership  accounts for its interests in less than 50% owned
joint  ventures  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 thereafter.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

      Leases - The  Partnership  accounts  for owned  equipment  leased to third
parties as finance leases. For finance leases, the Partnership  records,  at the
inception  of the  lease,  the total  minimum  lease  payments  receivable,  the
estimated  unguaranteed residual values, the initial direct costs related to the
leases  and  the  related  unearned  income.   Unearned  income  represents  the
difference  between the sum of the minimum lease  payments  receivable  plus the
estimated unguaranteed residual minus the cost of the leased equipment. Unearned
income is  recognized  as finance  income over the terms of the  related  leases
using  the  interest  method.   Initial  direct  costs  of  finance  leases  are
capitalized  and are  amortized  over the terms of the related  leases using the
interest method.  Each lease is expected to provide aggregate  contractual rents
that,  along  with  residual  proceeds,  return  the  Partnership's  cost of its
investments along with investment income.

      Disclosures  About Fair Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments,  except for lease related instruments.  Separate disclosure of fair
value  information as of December 31, 1998 with respect to the Company's  assets
and  certain  liabilities  is not  provided  because  (i) SFAS No.  107 does not
require  disclosures  about the fair  value of lease  arrangements  and (ii) the
carrying value of financial assets,  other than lease related  investments,  and
certain  payables  approximates  market  value and (iii) fair value  information
concerning certain  non-recourse debt obligations is not practicable to estimate
without  incurring  excessive costs to obtain all the information  that would be
necessary to derive a market rate.

     Impairment of Estimated Residual Values - The Partnership follows Statement
of  Financial  Accounting  Standards  ("SFAS")  No.  121,  "Accounting  for  the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."

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

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from release or resale of the equipment.  Generally,
quoted market  prices are used as the basis for measuring  whether an impairment
loss should be recognized.

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


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     New Accounting  Pronouncements - In June 1998 the FASB issued SFAS No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities."  SFAS No. 133
requires that an entity recognize all derivative instruments as either assets or
liabilities  in the balance sheet and measure those  instruments  at fair value.
SFAS No. 133 is effective for all quarters of fiscal years  beginning after June
15, 1999. The adoption of SFAS No. 133 is not expected to have a material effect
on the Partnership's net income, partners' equity or total assets.

3.   Investment in Joint Venture

     The Partnership and affiliates formed the joint venture discussed below for
the purpose of acquiring and managing various assets.

ICON Boardman Funding L.L.C.

     In  December  1998 the  Partnership  and three  affiliates,  ICON Cash Flow
Partners,  L.P.,  Series C ("Series C"), ICON Cash Flow Partners L.P. Six ("L.P.
Six") and ICON Cash Flow Partners L.P. Seven ("L.P. Seven") formed ICON Boardman
Funding  L.L.C.  ("ICON BF"), for the purpose of acquiring a lease with Portland
General Electric.  The purchase price totaled  $27,421,810,  and was funded with
cash and  non-recourse  debt assumed in the  purchase  price.  The  Partnership,
Series C, L.P. Six and L.P. Seven  received a 98.5%,  .5%, .5% and .5% interest,
respectively, in ICON BF. The Partnership's financial statements include 100% of
the assets  and  liabilities  of ICON BF.  Series C, L.P.  Six and L.P.  Seven's
investments  in ICON BF have been  reflected  as  "minority  interests  in joint
venture."  Simultaneously  with the acquisition of the Portland General Electric
lease by ICON BF, the rent in excess of the senior debt payments was acquired by
L.P. Six for $3,801,108. No gain or loss was recognized on this transaction.

4.    Receivables Due in Installments

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

                           Year
                           ----
                           1999            $   11,712,022
                           2000                 8,192,984
                           2001                 7,875,315
                           2002                 3,294,285
                           2003                 3,876,618
                           Thereafter           7,768,481
                                           --------------
                                           $   42,719,705
                                           ==============
5.   Notes Payable

     Notes payable consists of notes payable non-recourse,  which are being paid
directly to the lenders by the lessees,  and note  payable-line  of credit.  The
notes bear interest at rates ranging from 7.49% to 10.0%.

     The Partnership and an affiliate, ICON Cash Flow Partners L.P. Seven ("L.P.
Seven") entered into a joint line of credit  agreement (the  "Facility")  with a
lender in December  1998.  The maximum  amount  available  under the Facility is
$5,000,000.  The Facility is secured by eligible  receivables  and residuals and
bears interest at the rate of Prime plus one half percent.  At December 31, 1998
the Partnership and L.P. Seven had $5,000,000 and $0, respectively,  outstanding
under the Facility.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     The above notes mature as follows:

                         Notes Payable      Note Payable
             Year        Non-Recourse         Recourse            Total
             ----        ------------       ------------          -----
             1999        $10,396,652        $ 5,000,000        $15,396,652
             2000          6,272,573               --            6,272,573
             2001          5,286,151               --            5,286,151
             2002          1,861,518               --            1,861,518
             2003          1,880,500               --            1,880,500
       Thereafter          3,060,625               --            3,060,625
                         -----------        -----------        -----------
                         $28,758,019        $ 5,000,000        $33,758,019
                         ===========        ===========        ===========

6.   Related Party Transactions

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner  or its  affiliates  for the  period  ended  December  31,  1998 were as
follows:

Organization and offering expenses ....     $  478,752     Charged to equity
Underwriting commissions ..............        273,573     Charged to equity
Acquisition fees ......................      1,417,014     Capitalized
Administrative expense
  reimbursements ......................            956     Charged to operations
Management fees .......................            395     Charged to operations
                                            ----------
                                            $2,170,690
                                            ==========
     In December 1998 the Partnership and three affiliates, formed ICON Boardman
Funding  LLC ("ICON  BF"),  for the purpose of  acquiring a lease with  Portland
General Electric.  (See Note 3 for additional  information relating to the joint
venture.)

7.    Tax Information (Unaudited)

      The following table reconciles net income for financial reporting purposes
to income for federal  income tax  purposes  for the period  ended  December 31,
1998:

Net income per financial statements ......................          $    27,205

Differences due to:
  Direct finance leases ..................................               15,665
  Depreciation ...........................................           (1,995,119)
  Provision for losses ...................................                 --
  Loss on sale of equipment ..............................                 --
  Other ..................................................                 --
                                                                    -----------

Partnership income for
 federal income tax purposes .............................          $(1,952,249)
                                                                    ===========

      As of December 31, 1998, the partners'  capital  accounts  included in the
financial  statements  totaled  $11,794,840  compared to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $11,663,001  (unaudited).  The
difference  arises  primarily  from  commissions  reported as a reduction in the
partners' capital accounts for financial  reporting purposes but not for federal
income tax purposes, and temporary differences related to direct finance leases,
depreciation and provision for losses.


<PAGE>


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

                                December 31, 1998

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

      None

PART III

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

     The General  Partner,  a Connecticut  corporation,  was formed in 1985. The
General  Partner's  principal  offices  are  located at 600  Mamaroneck  Avenue,
Harrison,  New York 10528-1632,  and its telephone number is (914) 698-0600. The
officers of the General  Partner have  extensive  experience  with  transactions
involving the  acquisition,  leasing,  financing and  disposition  of equipment,
including  acquiring  and  disposing  of  equipment  subject  to leases and full
financing transactions.

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

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

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

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

Paul B. Weiss                     President and Director

Thomas W. Martin                  Executive Vice President and Director

Kevin F. Redmond                  Chief Financial Officer


<PAGE>


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

                                December 31, 1998

Item 10.  Continued

     Beaufort J. B. Clarke,  age 53, is Chairman,  Chief  Executive  Officer and
Director  of both  the  General  Partner  and the  Dealer-Manager.  Prior to his
present position, Mr. Clarke was founder,  President and Chief Executive Officer
of Griffin  Equity  Partners,  Inc. Mr.  Clarke  formerly  was an attorney  with
Shearman and Sterling and has over 20 years of senior  management  experience in
the United States leasing industry.

     Paul B. Weiss,  age 38, is President  and Director of the General  Partner.
Mr. Weiss has been  exclusively  engaged in lease portfolio  acquisitions  since
1988 from his  affiliations  with Griffin  Equity  Partners (as  Executive  Vice
President and  co-founder in 1993);  Gemini  Financial  Holdings (as Senior Vice
President-Portfolio  Acquisitions  and a member of the executive  committee from
1991-1993)  and  Pegasus  Capital   Corporation  (as  Vice   President-Portfolio
Acquisitions). He was previously an investment banker and a commercial banker.

     Thomas W.  Martin,  age 45, is  Executive  Vice  President  of the  General
Partner and Director of the Dealer-Manager.  Prior to his present position,  Mr.
Martin was the Executive Vice President and Chief  Financial  Officer of Griffin
Equity Partners, Inc. Mr. Martin has 14 years of senior management experience in
the leasing business.

     Kevin F. Redmond,  age 36, is Chief  Financial  Officer of both the General
Partner and the Dealer-Manager.  Prior to his present position,  Mr. Redmond was
Vice President and Controller of the General  Partner,  Manager of Accounting at
NationsCredit  Corp.  and Audit Manager with the  accounting  firm of Deloitte &
Touche.


<PAGE>


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

                                December 31, 1998

Item 11.  Executive Compensation

     The Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the period ended December, 31, 1998.

      Entity              Capacity          Type of Compensation        1998
      ------              --------          --------------------        ----
ICON Capital Corp.     General Partner   Organization and offering
                                           expenses                 $  478,752
ICON Securities Corp.  Dealer-Manager    Underwriting commissions      273,573
ICON Capital Corp.     Manager           Acquisition fees            1,417,014
ICON Capital Corp.     General Partner   Administrative expense
                                           reimbursements                  956
ICON Capital Corp.     General Partner   Management fees                   395
                                                                    ----------
                                                                    $2,170,690
                                                                    ==========
Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

(b)  As of March 15, 1999,  Directors and Officers of the General Partner do not
     own any equity securities of the Partnership.

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

    Title                                                            Percent
   of Class               Amount Beneficially Owned                  of Class
   --------       -------------------------------------------        --------
General Partner   Represents initially a 1% and potentially a           100%
   Interest       10% interest in the Partnership's income,       
                  gain and loss deductions.                       
                                                                  
Item 13.  Certain Relationships and Related Transactions       

     None other than those disclosed in Item 11 herein.



<PAGE>


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

                                December 31, 1998

PART IV

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

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

     2.  Financial Statement Schedule - None.

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

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

     (i)  Amended and Restated Agreement of Limited Partnership (Incorporated by
          reference  to Exhibit A to  Amendment  No. 2 to Form S-1  Registration
          Statement  No.  333-54011  filed  with  the  Securities  and  Exchange
          Commission on September 18, 1998).

     (ii) Certificate of Limited  Partnership of the  Partnership  (Incorporated
          herein by reference to Exhibit 4.3 to Form S-1 Registration  Statement
          No. 333-54011 filed with the Securities and Exchange Commission on May
          29, 1998.

(b)  Reports on Form 8-K

     No  reports on Form 8-K were filed by the  Partnership  during the  quarter
ended December 31, 1998.



<PAGE>


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

                                December 31, 1998


                                   SIGNATURES


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

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


Date: March 31,1999              /s/ Beaufort J.B. Clarke
                                 -----------------------------------------------
                                 Beaufort J.B. Clarke
                                 Chairman, Chief Executive Officer and Director

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

ICON Capital Corp.
sole General Partner of the Registrant

Date:  March 31, 1999            /s/ Beaufort J.B. Clarke
                                 -----------------------------------------------
                                 Beaufort J.B. Clarke
                                 Chairman, Chief Executive Officer and Director


Date:  March 31, 1999            /s/ Paul B. Weiss
                                 -----------------------------------------------
                                 Paul B. Weiss
                                 President and Director


Date:  March 31, 1999            /s/ Kevin F. Redmond
                                 -----------------------------------------------
                                 Kevin F. Redmond
                                 Chief Financial Officer
                                 (Principal Financial and Account Officer)



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

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