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

                                    FORM 10-K

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

For the fiscal year ended                   December 31, 2003
                         -------------------------------------------------------
                                       or

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

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

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

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

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

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

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

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

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

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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2) [ ] Yes [X] No

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

<PAGE>

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

                                December 31, 2003

                                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                                                4

6.   Selected Financial Data                                                5

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                 6-13

7A.  Qualitative and Quantitative Disclosures About Market Risk         13-14

8.   Consolidated Financial Statements                                  15-37

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                   38

9A.  Controls and Procedures                                               38

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                    38-39

11.  Executive Compensation                                                39

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                        40

13.  Certain Relationships and Related Transactions                        40

14.  Principal Accounting Fees and Services                                40

PART IV

15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K    40-41

SIGNATURES                                                                 42

Certifications                                                          43-46

<PAGE>

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

                                December 31, 2003

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 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 at $100 per unit representing $1,200,000 of capital contributions. Between
October 15, 1998 and May 17, 2000, the date of the Partnership's  final closing,
737,965.04  additional units were admitted  representing  $73,796,504 of capital
contributions   bringing  the  total  admission  to  749,965.04  units  totaling
$74,996,504 in capital  contributions.  Between 2000 and 2003,  the  Partnership
redeemed  7,656.17  limited   partnership  units  leaving   742,308.87   limited
partnership units outstanding at December 31, 2003.

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

Segment Information

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

Narrative Description of Business

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
objective of the  Partnership is to obtain the maximum  economic return from its
equipment leasing investments.  To achieve this objective, the Partnership:  (1)
invests in a diversified  portfolio of low  obsolescence  equipment  having long
lives and high residual  values;  (2) makes periodic cash  distributions  to its
partners,  continuing through the Reinvestment Period, which will end on May 17,
2008; (3) re-invest  substantially  all  undistributed  cash from operations and
cash from sales of equipment and financing  transactions during the Reinvestment
Period; and (4) sell the Partnership's  investments and distribute the cash from
sales of such  investments  to its  partners  after the end of the  Reinvestment
Period.

     The equipment leasing industry is highly competitive.  When seeking leasing
transactions  for  acquisition,   the  LLC  competes  with  leasing   companies,
manufacturers that lease their products directly,  equipment brokers and dealers
and financial institutions,  including commercial banks and insurance companies.
Many competitors are larger than the LLC 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, 2003

Lease and Financing Transactions

     During the years ended December 31, 2003 and 2002, the  Partnership did not
purchase nor finance any additional equipment.

     The  Partnership  had four, five and three lessees who accounted for 10% or
more of total revenue during the years ended  December 31, 2003,  2002 and 2001.
During 2003 the equipment  leased to Portland General  Electric,  American West,
Boeing  Connexion and Sky Airlines  generated 26%, 17%, 18% and 16% respectively
of total  revenue.  Both the  Boeing  Connexion  and Sky  Airlines  leases  were
terminated  in the third  quarter 2003.  During 2002,  the  equipment  leased to
America West, Sky Airlines, The Boeing Connexion,  BP Amoco and Portland General
Electric generated 13%, 23%, 21%, 10% and 21%,  respectively,  of total revenue.
During 2001, equipment leased to Boeing Connexion, Portland General Electric and
Sky Airlines generated 20%, 19%, and 15%, respectively of total revenue.


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,  from  time-to-time,  in the ordinary course of business,
commences  legal actions when  necessary to protect or enforce the rights of the
Partnership. We are not a defendant party to any litigation and are not aware of
any pending or threatened litigation against the Partnership.

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

     No matters  were  submitted  to a vote of  security  holders for the fourth
quarter 2003.

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 February 29, 2004
       --------------                         -----------------------

      Limited Partners                                   2,885
      General Partner                                        1

     The  Partnership  made  distributions  to the partners on a monthly  basis,
totaling $6,101,226 and $8,081,055 for the year 2003 and 2002, respectively. For
the year 2004, the Partnership has since made distributions of $1,006,732 to the
partners.


<PAGE>

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

                                December 31, 2003

Item 6.  Selected Consolidated Financial Data


<TABLE>
<CAPTION>

                                                                            Year Ended December 31,
                                                                            -----------------------
                                                  2003             2002            2001          2000           1999
                                                  ----             ----            ----          ----           ----

<S>                                     <C>                 <C>            <C>            <C>
Total revenue                           $      8,406,757    $  11,200,364  $ 12,975,571   $  14,229,916 $    9,131,846
                                        ================    =============  ============   ============= ==============

Net (loss) income                       $     (7,912,634)   $  (1,196,680) $    (29,316)  $     102,001 $    1,262,140
                                        ================    =============  ============   ============= ==============

Net (loss) income allocable to
   the limited partners                 $     (7,833,508)   $  (1,184,713) $    (29,023)  $     100,981 $    1,249,519
                                        ================    =============  ============   ============= ==============

Net (loss) income allocable to the
   General Partner                      $        (79,126)   $     (11,967) $       (293)  $       1,020 $       12,621
                                        ================    =============  ============   ============= ==============

Weighted average limited partnership
   units outstanding                             742,719          744,600       746,378         710,779        337,936
                                        ================    =============  ============   ============= ==============

Net (loss) income per weighted average
   limited partnership unit             $        (10.55)             $     (1.59)  $      (.04)   $     .14       $        3.70
                                        ================    =============  ============   ============= ==============

Distributions to limited partners       $      6,040,214    $   8,000,244  $  8,022,337   $   7,640,879 $    3,632,817
                                        ================    =============  ============   ============= ==============

Distributions per weighted average,
   limited Partnership units            $           8.13    $       10.74  $      10.75   $      10.75  $        10.75
                                        ================    =============  ============   ============= ==============

Distributions to the General Partner    $         61,012    $      80,811  $     81,039   $      77,127 $       37,282
                                        ================    =============  ============   ============= ==============

</TABLE>

<TABLE>
<CAPTION>

                                                                                 December 31,
                                                                                 ------------
                                           2003              2002             2001            2000              1999
                                           ----              ----             ----            ----

<S>                                  <C>             <C>               <C>              <C>             <C>
Total assets                         $   48,073,352  $     91,208,154  $   107,774,081  $ 130,291,422   $   137,921,891
                                     ==============  ================  ===============  =============   ===============

Notes Payable                        $   23,358,727  $     51,474,674  $    59,507,566  $ 73,114,595$   87,790,864
                                     ==============  ================  ===============  =============   ===============

Partners' equity                     $   23,604,943  $     37,661,379  $    47,108,809  $  55,293,693   $    49,476,423
                                     ==============  ================  ===============  =============   ===============

</TABLE>

     The  selected  financial  data  should  be read  in  conjunction  with  the
consolidated  financial  statements and related notes included in Item 8 of this
report.



<PAGE>

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

                                December 31, 2003

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

     Forward-Looking  Information - The following discussion and analysis should
be read in  conjunction  with  the  audited  consolidated  financial  statements
included  herein.   Certain  statements  within  this  document  may  constitute
forward-looking  statements  made  pursuant to the safe harbor  provision of the
Private  Securities   Litigation  Reform  Act  of  1995.  These  statements  are
identified  by words such as  "anticipate,"  "believe,"  "estimate,"  "expects,"
"intend," "predict" or "project" and similar  expressions.  This information may
involve  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from  the  forward-looking  statements.   Although  the  Partnership
believes that the expectations reflected in such forward-looking  statements are
based on  reasonable  assumptions,  such  statements  are  subject  to risks and
uncertainties  that could cause actual results to differ  materially  from those
projected.

     Overview - The results of operations  reflect the risk factors  outlined in
the Partnership's prospectus. Such risk factors include, but are not limited to,
the  decline  in the  value of the  Partnership's  equipment,  no  guarantee  of
profitability,  the potential of lessee  default,  and economic  factors such as
prevailing  interest rates. These risk factors affect the Partnership's  ability
to realize income,  in that they increase the  Partnership's  expenses by way of
additional  depreciation,  impairment  loss,  and  provision  for bad debts.  In
addition,  depending  on the size of the  portfolio  and the amount of equipment
purchased by the  Partnership  during the  Reinvestment  Period the risk factors
outlined above could negatively impact the cash flow.

     During the year ended  December  31,  2003,  our  attention  was  primarily
focused on identifying investments which met our investment criteria in order to
seize of acquisition  opportunities.  Management  anticipates that substantially
all revenues  will be generated  from the rentals  derived from the equipment on
lease,  re-financing  of existing  transactions,  and proceeds  from the sale of
equipment.  Our most significant  challenges and risks in the future include our
ability to continue to identify leases involving business-essential equipment on
lease to creditworthy lessees.

     The U.S.  economy  appears  to be  recovering  and the  leasing  industry's
outlook for 2004 is  encouraging.  Many  experts  foresee an increase in capital
spending  by  corporations  through  2007  which  should  increase  the  pool of
available  secondary  market leases,  and to that end, the Partnership is seeing
more opportunities in this market.  Nonetheless, a key obstacle still facing the
leasing industry is the continued low interest rate  environment,  which reduces
leasing  volume  inasmuch as  customers  are more prone to purchase  than lease.
However,  as economic  growth may continue and interest  rates may begin to rise
over time, more lessees are expected to return to the marketplace.

     The  Partnership - The Partnership was formed on July 9, 1997 as a Delaware
limited  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 at $100 per
unit representing $1,200,000 of capital contributions.  Between October 15, 1998
and May 17,  2000,  the  date of the  Partnership's  final  closing,  737,965.04
additional units were admitted representing $73,796,504 of capital contributions
bringing the total admission to 749,965.04 units totaling $74,996,504 in capital
contributions.  Between 2000 and 2003, the Partnership redeemed 7,656.17 limited
partnership units leaving  742,308.89  limited  partnership units outstanding at
December 31, 2003.


<PAGE>

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

                                December 31, 2003

     The Partnership's  portfolio consists of net investments in finance leases,
investments in operating leases,  equipment off-lease,  investments in estimated
unguaranteed  residual  values and equity  investments in  unconsolidated  joint
ventures,  representing  70%, 18%, 5%, 4% and 2% of total assets at December 31,
2003, respectively,  and 44%, 46%, 4%, 3% and 1% of total assets at December 31,
2002, respectively.

Results of Operations for the Years Ended December 31, 2003 and 2002

     Revenue for 2003  decreased by $2,793,607  in  comparison to 2002.  Finance
lease income decreased by $1,739,149,  or approximately 37%, in 2003 as compared
to  2002,  due  to  the  continued  collection  of  the  related  finance  lease
receivables,  which reduced the  investments on which such revenue is based.  In
addition,  one lease was terminated in an early buy-out by the lessee (E-Trade),
one  lease  (Petsmart)  expired  in  accordance  with the  scheduled  term.  The
terminated  lease  in an  early  buy-out  resulted  in a gain of  $284,205.  The
equipment  related  to the  expired  lease was sold in 2003 for a gain  totaling
$391,620.  Rental  income from  operating  leases  decreased by  $2,547,254,  or
approximately  37%,  in 2003 as  compared  to 2002,  attributable  to the  early
termination of the Boeing  Connexion and Sky Airlines leases and the maturing of
the Sabena Lease (of which the equipment is currently being held for sale).  The
Partnership  recognized an overall gain on the sale of equipment of $675,825, as
compared to losses on the sale of equipment in 2002 of $404,710. The Partnership
recognized gain from investment in unguaranteed  residual values of $616,690. In
2000, the Partnership  had invested  $2,526,696 in acquisition of a portfolio of
residual  values  interest.  During the second quarter 2003, the Partnership had
recovered its invested capital.

     The  Partnership  experienced a loss of $7,365,477 on leases  terminated as
described in Note 5 of the consolidated financial statements.

     Expenses  for  2003   increased  by   $3,922,347  in  comparison  to  2002.
Depreciation decreased by $530,342, or approximately 13%, in 2003 as compared to
2002,  due to the early  termination  of two leases  described  in Note 5 of the
consolidated financial statements.  Interest expense decreased by $1,791,262, or
approximately  34%, in 2003 as compared to 2002,  due primarily to the repayment
of non-recourse  indebtedness by the application of lease payments in accordance
with the repayment  schedules,  and partially offset by the interest  associated
with an increase in recourse debt. General and administrative expenses decreased
by $102,042, or approximately 11%, in 2003 as compared to 2002, due primarily to
a reduction in the unamortized  balances of legal fees, appraisal and inspection
costs that were  capitalized  under the balance sheet caption  "Other Assets" at
leases inception.  Management fees - General Partner  decreased by $390,488,  or
approximately  35%, in 2003 as compared to 2002,  which was consistent  with the
change in lease  payments on which such fees are based.  Administrative  expense
reimbursements - General Partner decreased by $196,016, or approximately 40%, in
2003 as compared to 2002, which was consistent with the  Partnership's  level of
operations.  Amortization  of initial  direct costs  decreased  by $133,972,  or
approximately 40%, in 2003 as compared to 2002, due principally to the continued
reduction of the amortizable balance of initial direct costs and the method used
to calculate amortization of initial direct costs on finance leases.

     Based  upon  its  review  of  receivables  and the  credit  quality  of the
Partnership's  lessees,  there was a provision for doubtful accounts recorded of
$300,000  in 2002.  The  Partnership  did not record a  provision  for  doubtful
accounts in 2003.

<PAGE>

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

                                December 31, 2003

     The net loss for the  Partnership  was  $7,912,634  or $10.55 per  weighted
average limited  Partnership  unit in 2003 as compared to net loss of $1,196,680
or $1.59 per weighted average limited Partnership unit in 2002. The reduction in
rental income,  finance income,  income from investment in unconsolidated  joint
ventures and the loss on lease  termination  which reduced net income in 2003 as
compared  2002,  was  partially  offset  by the  increase  in gain on  sales  of
equipment,  gain from investment in unguaranteed  residual values, and reduction
in  depreciation,  interest  expense,  the reduction of  amortization of initial
direct  costs  and  the   reduction  of  management   fees  and   administrative
fees-reimbursements.

Results of Operations for the Years Ended December 31, 2002 and 2001

     Finance lease income decreased by $2,498,092, or approximately 35%, in 2002
as compared to 2001,  due to the  continued  collection  of the related  finance
lease receivables,  which reduced the investments on which such income is based.
In  addition,  two leases  with one lessee  were  terminated  due to  bankruptcy
filings by the lessees during the fourth  quarter,  as well as the expiration of
five leases in accordance with their scheduled terms.  The equipment  related to
expired  leases was sold in 2002 for gains  totaling  $272,423.  The  terminated
leases  due to  bankruptcy  filings  resulted  in a  loss  of  $656,279,  as the
Partnership received no proceeds.

     Rental  income  (from  operating  leases)   increased  by  $1,403,303,   or
approximately  26%, in 2002 as compared to 2001,  attributable to earning a full
year of rent in 2002 on the  reclassified  leases (from  finance  leases  during
2001).

     During  2002,  the  Partnership  recognized  an overall loss on the sale of
equipment of $404,710,  as compared to gains on the sale of equipment in 2001 of
$288,060.

     During 2002, the  Partnership  recognized a net income from  investments in
joint  ventures of  $122,305,  as  compared to a net loss from such  ventures of
$1,146,543 in 2001. The principal reason for the Partnership's  loss in 2001 was
its  $1,174,769  share of the loss of  approximately  $2,700,000  recognized  by
ICON/AIC Trust ("AIC Trust") (a joint venture in which the  Partnership's  has a
43.73%  interest).  AIC Trust's loss was primarily the result of the sale of all
of its leased equipment  portfolio at the end of December 2001 for a price which
was less than its carrying value.  This was partially offset by income generated
by two other joint ventures in 2001.

     Interest  income and other was  $28,904 in 2002 as  compared  to $65,490 in
2001.  The  decrease  was  attributable  to a reduction  in cash  available  for
investment in 2002 as well as a reduction in interest rates.

     Interest expense decreased by $1,098,423,  or approximately 17%, in 2002 as
compared to 2001, due primarily to the repayment of non-recourse indebtedness by
the  application of lease payments in accordance  with the repayment  schedules,
and  partially  offset by the interest  associated  with an increase in recourse
debt.

     Depreciation  increased by  $1,287,504,  or  approximately  47%, in 2002 as
compared to 2001, due to the full year effect in 2002 of the reclassification of
two aircraft  previously  accounted for as financing  leases to  investments  in
operating leases in the fourth quarter of 2001.

     Management fees - General Partner  decreased by $774,272,  or approximately
41%, in 2002 as compared to 2001,  which was consistent with the change in lease
payments on which such fees are based.

<PAGE>

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

                                December 31, 2003

     Administrative  expense  reimbursements  -  General  Partner  decreased  by
$276,582,  or  approximately  36%,  in 2002  as  compared  to  2001,  which  was
consistent with the Partnership's level of operations.

     Amortization   of  initial   direct  costs   decreased   by  $369,820,   or
approximately 53%, in 2002 as compared to 2001, due principally to the continued
reduction  of the  amortizable  balance of initial  direct  costs and the method
(interest  method) used to  calculate  amortization  of initial  direct costs on
finance leases.

     General and administrative expenses increased by $328,823, or approximately
54%,  in 2002 as  compared  to 2001,  due  primarily  to  amortized  legal fees,
appraisal and  inspection  costs that were  capitalized  under the balance sheet
caption "Other Assets" at leases inception.

     Based  upon  its  review  of  receivables  and the  credit  quality  of the
Partnership's  lessees,  there was a provision for doubtful accounts recorded of
$300,000  in 2002.  The  Partnership  did not record a  provision  for  doubtful
accounts in 2001.

     The net loss for the  Partnership  was  $1,196,680  or $1.59  per  weighted
average limited Partnership unit in 2002 as compared to net income of $29,316 or
$.04 per weighted  average  limited  Partnership  unit in 2001. The reduction in
finance  income,  the loss from sale of  equipment,  the  provision for doubtful
accounts,  the increase in general and administrative  expenses and the increase
in depreciation expenses, which reduced net income in 2002 as compared 2001, was
partially  offset by the increase in rental income,  the increase in income from
joint ventures, the reduction in interest expense, the reduction of amortization
of initial direct costs and the reduction of management fees and  administrative
fees-reimbursements.

Liquidity and Capital Resources

     The Partnership's primary sources of liquidity in 2003 were proceeds from a
non-recourse  note  payable  of  $3,684,718,  proceeds  from  recourse  debt  of
$2,625,000  proceeds from sale of investment in unguaranteed  residual values of
$1,717,774,  proceeds from sales of equipment of $1,661,898,  and  distributions
received from unconsolidated  joint ventures of $339,151.  Besides proceeds from
the new line of credit,  the Partnership's  primary source of funds for 2002 was
cash provided by investing  activities of $3,142,869.  Distributions to partners
aggregated  $6,101,226,  and the Partnership  repaid recourse debt of $2,246,324
and utilized $2,053,203 in operating activities. As a result of these activities
of the Partnership, liquidity was reduced.

     The Partnership's cash flow from operating  activities may be less than the
Partnership's  current  level of  expenses.  To the  extent  that  cash  flow is
insufficient  to pay such  expenses,  the  Partnership  may be  required to sell
assets prior to maturity or borrow against future cash flows.

     On May 2002, the Partnership  entered into a $17,500,000  joint and several
line of credit  agreement  shared with Cash Flow Partner  L.P.  Seven and Income
Fund Eight B (the "Initial  Funds"),  with  Comerica  Bank as lender.  Under the
terms of the  agreement,  the  Partnership  may  borrow  at a rate  equal to the
Comerica Bank base rate plus 1%  (together,  5.00% at December 31, 2003) and all
borrowings are to be jointly and severally  collateralized by the present values
of rents  receivable and equipment  owned by all of the Initial Funds sharing in
the joint line of credit.  On December 12, 2002,  the  agreement  was amended to
admit Fund Nine,  collectively along with the Initial Funds (the "Funds"),  as a
borrower sharing the $17,500,000 joint line of credit agreement.  The Funds have
entered into a  Contribution  Agreement,  dated as of May 30,  2002,  as amended
December 12, 2002, pursuant to which the Funds have agreed to restrictions

<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

on the amount  and the terms of their  respective  borrowings  under the line of
credit in order to minimize  the risk that a Fund would not be able to repay its
allocable  portion of the  outstanding  revolving  loan  obligation at any time,
including  restrictions  on any Fund borrowing in excess of the lesser of (A) an
amount  each  Fund  could  reasonably  expect  to  repay  in one year out of its
projected  free cash  flow,  or (B) the  greater of (i) the  Borrowing  Base (as
defined in the line of credit  agreement) as applied to such Fund,  and (ii) 50%
of the net worth of such Fund. The Contribution  Agreement provides that, in the
event a Fund pays an amount under the agreement in excess of its allocable share
of the obligation  under the agreement  whether by reason of an Event of Default
or otherwise,  the other Funds will immediately  make a contribution  payment to
such Fund in such amount that the  aggregate  amount paid by each Fund  reflects
its allocable share of the aggregate obligations under the agreement.

     The Funds'  obligations to each other under the Contribution  Agreement are
collateralized by a subordinate lien on the assets of each  participating  Fund.
The line of credit was extended for twelve  additional  months  expiring May 31,
2004.  As of December 31,  2003,  there were  borrowings  of  $4,184,547  by the
Partnership under the line of credit. Aggregate borrowing by all Funds under the
line of credit agreement aggregated $12,799,986 on December 31, 2003.

     Sky Airlines,  a lessee of the  Partnership,  is a tour  operator  based in
Antalya, Turkey whose main business operation is flying tourists from Germany to
resorts  in  Turkey  owned  by an  affiliate  of Sky  Airlines  (who is also the
Guarantor of the Lease). Sky Airlines  experienced service  interruptions during
the conflict in Iraq. As a result, Sky Airlines became delinquent on its payment
obligations  under the  lease  with the  entity  that  owns the  aircraft,  ICON
Aircraft 23865 LLC a wholly-owned  subsidiary of the Partnership.  The lender on
the transaction delivered notice that an event of default existed as a result of
Sky Airlines  failing to pay all amounts due under the lease on a timely  basis.
Consequently,  ICON  Aircraft  23865 LLC  notified  Sky  Airlines  that it is in
default under the lease  agreement and has made demand for payment in full. ICON
Aircraft 23865 LLC purchased the aircraft  leased to Sky Airlines in conjunction
with  ICON  Aircraft  24231  LLC's  (also  a  wholly-owned   subsidiary  of  the
Partnership)  purchase of an aircraft leased to Boeing Connexion.  Both aircraft
were  re-financed  with a single  lender  and were  cross-collateralized  by the
non-recourse notes.

     The lender on the transaction exercised its right to repossess the aircraft
which was on lease to Sky Airlines,  along with the aircraft  which was on lease
to Boeing  Connexion  during the quarter ended September 30, 2003.  While Boeing
Connexion  was never in default,  the  cross-collateralization  term of the loan
agreement, which was entered into at purchase date of the aircrafts, resulted in
both aircrafts  being  repossessed.  As a result of the  repossession of the two
aircraft the Partnership has relinquished  $23,244,966 of related note payable -
non recourse and written-off its remaining net investment in operating leases of
$279,139,  which resulted in a loss on  termination of leases of $7,365,477,  of
which $7,086,338 was recognized in the quarter ended June 30, 2003. The aircraft
were the sole assets owned by ICON Aircraft  23865 LLC and ICON  Aircraft  24231
LLC, both wholly-owned subsidiaries of the Partnership.

     The  Partnership has the following  contractual  obligations as of December
31,  2003.  This  obligation  arises  mainly from the  acquisition  of equipment
subject to lease. Rental payments from the leases associated with this equipment
are assigned to paydown such obligations.


<TABLE>
<CAPTION>

                                                                      Payments Due By Period
                                                                      ----------------------

                                             Total        2004         2005         2006        2007       2008
                                             -----        ----         ----         ----        ----       ----

   <S>                                    <C>          <C>          <C>          <C>          <C>        <C>
   Long-term obligation (Notes payable)   $23,358,727  $10,189,411  $4,860,939   $3,995,783   $598,401   $3,714,193

</TABLE>



<PAGE>


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

                                December 31, 2003

     See Note 8 to the Consolidated  Financial Statements,  as set forth in Part
II,  Item  8  Consolidated  Financial  Statements,   for  information  regarding
non-recourse and recourse debt.

     Cash  distributions  to limited partners for 2003 and 2002, which were paid
monthly, totaled $6,040,214 and $8,000,244, respectively.

     As  of  December  31,  2003,   there  were  no  known  trends  or  demands,
commitments,  events or uncertainties  apart from those mention above, which are
likely  to have any  material  effect on  liquidity.  As cash is  realized  from
operations and additional 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.

     We do not  consider  the impact of inflation to be material in the analysis
of our overall operations.

Critical Accounting Policies and Management Estimates

     The policies  discussed  below are considered by the General  Partner to be
critical to an understanding of the Partnership's  financial  statements because
their application  places the most significant  demands on the General Partner's
judgments,  with financial  reporting  results  relying on estimation  about the
effect  of  matters  that are  inherently  uncertain.  Specific  risks for these
critical accounting policies are described in the following paragraphs.  For all
of these  policies,  the General  Partner  cautions  that future  events  rarely
develop  exactly  as  forecast,   and  the  best  estimates   routinely  require
adjustment.

     Use of Estimates - The  preparation  of financial  statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities at the dates of the financial  statements and
revenues  and  expenses  during the  reporting  periods.  Significant  estimates
primarily include the allowance for doubtful accounts and unguaranteed  residual
values.  In addition,  management is required to disclose  contingent assets and
contingent liabilities. Actual results could differ from those estimates.

     Leases  and  Revenue  Recognition  - The  Partnership  accounts  for  owned
equipment  leased to third  parties  as finance  leases,  leveraged  leases,  or
operating leases,  as appropriate.  Initial direct costs are capitalized and are
amortized over the terms of the related leases using the interest method.

     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.

     For  operating  leases,  equipment  is  recorded  and  depreciated  on  the
straight-line  method  over the lease term to its  estimated  residual  value at
lease termination and is subject to the Partnership's impairment policy. Related
lease  rentals are  recognized on the straight line method over the lease terms.
Billed and uncollected operating lease receivables are included in other assets.

<PAGE>


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

                                December 31, 2003

     Equipment  Held for Lease or Sale - The  off-lease  rotables are carried at
cost, less accumulated  depreciation,  subject to the  Partnership's  impairment
policy discussed below

     Impairment  - Residual  values of the  Partnership's  asset  portfolio  are
periodically  reviewed to determine  whether events or changes in  circumstances
indicate that the carrying value of an asset may not be recoverable.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset may be  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.

     An  impairment  loss is  measured  and  recognized  only  if the  estimated
undiscounted  future cash flows of the asset are less than their net book value.
The  estimated  undiscounted  future  cash  flows  are the sum of the  estimated
residual  value of the asset at the end of the asset's  expected  holding period
and estimates of undiscounted  future rents.  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 disregarded and it is
assumed that there is no necessity either to dispose of a significant  number of
the  assets  simultaneously,  if held in  quantity,  or to  dispose of the asset
quickly.  Impairment is measured as the difference between the fair value of the
assets and its carrying value on the measurement date.

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

     Credit  risk  -  Financial   instruments  that   potentially   subject  the
Partnership to  concentrations of credit risk include cash and cash equivalents,
direct finance lease receivables and accounts receivable. The Partnership places
its cash deposits and temporary cash investments with creditworthy, high quality
financial  institutions.  The  concentration of such deposits and temporary cash
investments  is not  deemed to  create a  significant  risk to the  Partnership.
Accounts  receivable  represent amounts due from lessees in various  industries,
related to equipment on operating and direct financing leases.

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

Recent Accounting Pronouncements

     In April 2003, the FASB issued SFAS No. 149,  Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
accounting for derivative instruments,  including certain derivative instruments
embedded in other contracts,  and for hedging activities under SFAS No. 133. The
Statement  requires that contracts with comparable  characteristics be accounted
for  similarly and clarifies  when a derivative  contains a financing  component


<PAGE>

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

                                December 31, 2003

that warrants special  reporting in the statement of cash flows. SFAS No. 149 is
effective for contracts  entered into or modified after June 30, 2003, except in
certain circumstances,  and for hedging relationships  designated after June 30,
2003.  The  adoption  of this  standard  did not have a  material  effect on the
Partnership's financial position or results of operations.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  in  its
statements   of  financial   position   certain   financial   instruments   with
characteristics  of both  liabilities  and equity.  It  requires  that an issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset in some  circumstances)  because  that  financial  instrument  embodies an
obligation of the issuer. This Statement is effective for financial  instruments
entered into or modified  after May 31, 2003,  and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003,  except for
mandatorily   redeemable  financial  instruments  of  nonpublic  entities.   For
nonpublic  entities,  the effective  date of the provisions of SFAS No. 150 that
relate to mandatorily  redeemable financial  instruments has been deferred until
fiscal years that begin after  December 31, 2003.  The adoption of this standard
is not  expected  to  have a  material  effect  on the  Partnership's  financial
position  or results of  operations.

     In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities,  an  Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46  provides  guidance  on how to  identify  a variable  interest
entity,  or VIE, and  determine  when the assets,  liabilities,  non-controlling
interests,   and  results  of  operations  of  a  VIE  must  be  included  in  a
Partnership's  consolidated  financial  statements.  A  Partnership  that  holds
variable  interests  in an entity is required to  consolidate  the entity if the
Partnership's  interest  in the VIE is such that the  Partnership  will absorb a
majority of the VIE's expected  losses and/or receive a majority of the entity's
expected  residual  returns,  if any.  VIE's created after January 31, 2003, but
prior to January 1, 2004,  may be  accounted  for either  based on the  original
interpretation   or  the   Revised   Interpretations.   However,   the   Revised
Interpretations  must be applied no later than the first  quarter of fiscal year
2004.  VIE's  created  after  January  1, 2004 must be  accounted  for under the
Revised Interpretations.  There has been no material impact to the Partnership's
financial  statements  and there is no expected  impact from the adoption of the
deferred provisions in the first quarter of fiscal year 2004.

     The Partnership  does not believe that any other recently  issued,  but not
yet  effective,  accounting  standards  will  have  a  material  effect  on  the
Partnership's financial position or results of operations.

Item 7A.  Qualitative and Quantitative Disclosures About Market Risk

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

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

<PAGE>


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

                                December 31, 2003

     Additionally,  the Partnership  borrows funds under a floating rate line of
credit and is therefore  exposed to interest  rate risk until the floating  rate
line of credit is  repaid.  The  Partnership's  aggregate  borrowings  under the
floating rate line of credit as of December 31, 2003 was  $4,184,547 as compared
to $3,805,871 at December 31, 2002. The Partnership believes the risk associated
with rising interest rates under this line is not significant.

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

<PAGE>

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

                                December 31, 2003

Item 8.  Consolidated Financial Statements
         ---------------------------------

                          Index to Financial Statements

                                                                Page Number
                                                                -----------

Independent Auditors' Reports                                         17-18

Consolidated Balance Sheets as of December 31, 2003 and 2002             19

Consolidated Statements of Operations for the
  Years Ended December 31, 2003, 2002 and 2001                           20

Consolidated Statement of Changes in Partners' Equity for the
  Years Ended December 31, 2001, 2002 and 2003                           21

Consolidated Statements of Cash Flows for the
  Years Ended December 31, 2003, 2002 and 2001                        22-24

Notes to Consolidated Financial Statements                            25-37

<PAGE>











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

                        Consolidated Financial Statements

              For the Years Ended December 31, 2003, 2002, and 2001

                  (With Independent Auditors' Reports Thereon)

<PAGE>











                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


The Partners
ICON Income Fund Eight A L.P.

We have audited the accompanying consolidated balance sheets of ICON Income Fund
Eight A L.P. (a Delaware  limited  partnership)  and subsidiaries as of December
31,  2003 and 2002,  and the  related  consolidated  statements  of  operations,
changes  in  partners'  equity,  and cash flows for each of the two years in the
period ended December 31, 2003. 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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  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, 2003 and 2002 and the results
of their operations and their cash flows for each of the two years in the period
ended  December 31, 2003, in conformity  with  accounting  principles  generally
accepted in the United States of America.



/s/ Hays & Company LLP


March 19, 2004
New York, New York



<PAGE>










                          Independent Auditors' Report
                          ----------------------------

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

We  have  audited  the  accompanying   consolidated  statements  of  operations,
partners'  equity,  and cash flows of ICON  Income Fund Eight A L.P. (a Delaware
limited  partnership) for the year ended December 31, 2001.  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 audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects the results of the  operations  and the cash
flows of ICON Income Fund Eight A L.P. for the year ended  December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.

/s/KPMG LLP
April 15, 2002

<PAGE>

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

                           Consolidated Balance Sheets

                           December 31, 2003 and 2002


<TABLE>
<CAPTION>


                                                                    2003               2002
                                                                    ----               ----


<S>                                                             <C>                <C>
Assets
------

Cash and cash equivalents                                       $         52,101   $       819,928
                                                                ----------------   ---------------

Investment in finance leases
   Minimum rents receivable                                           10,827,643        17,200,391
   Estimated unguaranteed residual values                             26,686,729        28,560,807
   Initial direct costs, net                                             248,472           446,683
   Unearned income                                                    (3,697,612)       (5,842,801)
   Allowance for doubtful accounts                                      (228,721)         (228,721)
                                                                ----------------   ---------------
                                                                      33,836,511        40,136,359
                                                                ----------------   ---------------
Investment in operating leases
   Equipment, at cost                                                 10,765,766        50,773,532
   Accumulated depreciation                                           (2,202,024)       (9,214,386)
                                                                ----------------   ---------------
                                                                       8,563,742        41,559,146
                                                                ----------------   ---------------

Equipment held for lease or sale, net                                  2,505,332         3,470,579
                                                                ----------------   ---------------

Investments in unguaranteed residual values                            1,997,000         3,098,084
                                                                ----------------   ---------------

Investments in unconsolidated joint ventures                             693,023         1,296,330
                                                                ----------------   ---------------

Due from Affiliates, net                                                 295,386               -
                                                                ----------------   ---------------

Other assets, net                                                        130,257           827,728
                                                                ----------------   ---------------

Total assets                                                    $     48,073,352   $    91,208,154
                                                                ================   ===============

Liabilities and Partners' Equity

Notes payable - non-recourse                                    $     19,174,180   $    47,668,803
Note payable - recourse                                                4,184,547         3,805,871
Security deposits and other                                              731,628         1,715,310
Due to affiliates, net                                                   236,822           230,052
Minority interests in joint venture                                      141,232           126,739
                                                                ----------------   ---------------
                                                                      24,468,409        53,546,775
                                                                ----------------   ---------------

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                                      (414,398)         (274,260)
   Limited partners (742,308.87 and 745,863.89 units
     outstanding, $100 per unit original issue price)                 24,019,341        37,935,639
                                                                ----------------   ---------------
     Total partners' equity                                           23,604,943        37,661,379
                                                                ----------------   ---------------

Total liabilities and partners' equity                          $     48,073,352   $    91,208,154
                                                                ================   ===============

</TABLE>




See accompanying notes to consolidated financial statements.

<PAGE>

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

                      Consolidated Statements of Operations

              For the Years Ended December 31, 2003, 2002 and 2001



<TABLE>
<CAPTION>

                                                                           2003            2002           2001
                                                                           ----            ----           ----

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

   Rental income                                                     $   4,242,768    $   6,790,022  $    5,386,719

   Finance income                                                        2,924,694        4,663,843       7,161,935

   (Loss) income from investments in
     unconsolidated joint ventures                                         (53,618)         122,305      (1,146,543)

   Net gain (loss) on sales of equipment                                   675,825         (404,710)        288,060

   Gain from investment in unguaranteed residual values                    616,690               -            -

   Gain on sale of option to acquire an
     unguaranteed residual                                                       -               -        1,219,910

   Interest income and other                                                   398           28,904          65,490
                                                                       -----------     ------------    ------------

   Total revenues                                                        8,406,757       11,200,364      12,975,571
                                                                       -----------     ------------    ------------

Expenses

   Loss on Lease termination (note 3)                                    7,365,477               -             -

   Depreciation                                                          3,486,214        4,016,556       2,729,052

   Interest                                                              3,389,986        5,181,248       6,279,671

   General and administrative expense                                      834,950          936,992         608,169

   Management fees - General Partner                                       737,943        1,128,431       1,902,703

   Administrative expense
     reimbursements - General Partner                                      292,117          488,133         764,715

   Amortization of initial direct costs                                    198,211          332,183         702,003

   Minority interest expense                                                14,493           13,501          18,574

   Provision for doubtful accounts                                               -          300,000             -
                                                                       -----------     ------------    ------------

   Total expenses                                                       16,319,391       12,397,044      13,004,887

Net loss                                                             $  (7,912,634)   $  (1,196,680) $      (29,316)
                                                                       -----------      ------------   ------------

Net loss allocable to:
   Limited partners                                                  $  (7,833,508)   $  (1,184,713) $      (29,023)

   General Partner                                                         (79,126)         (11,967)           (293)
                                                                       -----------      ------------   ------------

                                                                     $  (7,912,634)   $  (1,196,680) $      (29,316)
                                                                       ===========      ============   ============

Weighted average number of limited
   partnership units outstanding                                           742,719          744,600         746,378
                                                                       ===========      ============   ============

Net loss per weighted average
   limited partnership unit                                          $     (10.55)    $       (1.59) $         (.04)
                                                                       ===========      ============   ============

</TABLE>


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 Years Ended December 31, 2001, 2002 and 2003



<TABLE>
<CAPTION>

                                   Limited Partner Distributions
                                   -----------------------------

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

<S>                                   <C>           <C>                 <C>              <C>          <C>
Balance at January 1, 2001                                         $    55,393,843  $   (100,150) $   55,293,693

Cash distributions to partners        $ 10.75       $     -             (8,022,337)      (81,039)     (8,103,376)

Limited partnership units
   redeemed (880 units)                                                    (52,192)          -           (52,192)

Net loss                                                                   (29,023)         (293)        (29,316)
                                                                    --------------   -----------   -------------

Balance at December 31, 2001                                            47,290,291      (181,482)     47,108,809

Cash distributions to partners        $ 10.74       $     -             (8,000,244)      (80,811)     (8,081,055)

Limited partnership units
   redeemed (2,893.62 units)                                              (169,695)          -          (169,695)

Net loss                                                                (1,184,713)      (11,967)     (1,196,680)
                                                                    --------------   -----------   -------------


Balance at December 31, 2002                                            37,935,639      (274,260)     37,661,379

Cash distributions to partners        $8.13         $     -             (6,040,214)      (61,012)     (6,101,226)

Limited partnership units
   redeemed (661.40 units)                                                 (42,576)         -            (42,576)

Net loss                                                                (7,833,508)      (79,126)     (7,912,634)
                                                                    --------------   -----------   -------------

Balance at December 31, 2003                                       $    24,019,341  $   (414,398) $   23,604,943
                                                                    ==============   ===========   =============

</TABLE>









See accompanying notes to consolidated financial statements.



<PAGE>

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

                      Consolidated Statements of Cash Flows

              For the Years Ended December 31, 2003, 2002 and 2001


<TABLE>
<CAPTION>

                                                                        2003            2002             2001
                                                                        ----            ----             ----

<S>                                                               <C>              <C>             <C>
Cash flows from operating activities:
   Net loss                                                       $    (7,912,634) $   (1,196,680) $       (29,316)
                                                                  ---------------  --------------  ---------------
   Adjustments to reconcile net loss to
     net cash (used in) provided by operating activities:
       Rental income paid directly to lenders by lessees               (4,072,768)     (6,375,250)      (4,972,825)
       Finance income portion of receivables paid directly
         to lenders by lessees                                         (2,488,027)     (4,081,646)      (5,563,502)
       Interest expense on non-recourse financing paid
         directly by lessees                                            2,867,181       4,747,596        5,522,977
       Depreciation expense                                             3,486,214       4,016,556        2,729,052
       (Gain) loss of sales of equipment                                 (675,825)        404,710         (288,060)
       Amortization of initial direct costs                               198,211         332,183          702,003
       Provision for doubtful accounts                                          -         300,000              -
       Minority interest expense                                           14,493          13,501           18,574
       Loss on lease termination                                        7,365,477               -                       -
       Loss (income) from investments in
         unconsolidated joint ventures                                     53,618        (122,305)       1,146,543
       Gain on sale of investment in unguaranteed residual               (616,690)              -       (1,219,910)
       Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables               302,374       1,280,938        5,598,071
         Due from affiliates, net                                        (295,386)              -                       -
         Other assets, net                                                697,471         623,189          190,747
         Security deposits and others                                    (983,682)        670,842         (153,286)
         Due to affiliates, net                                             6,770         114,771         (537,085)
                                                                  ---------------  --------------  ---------------

           Total adjustments                                            5,859,431       1,925,085        3,173,299
                                                                  ---------------  --------------  ---------------

       Net cash (used in) provided by operating activities             (2,053,203)        728,405        3,143,983
                                                                  ---------------  --------------  ---------------

Cash flows from investing activities:
   Proceeds from investment
     in unguaranteed residual values                                    1,717,774       1,186,863        2,608,659
   Proceeds from the sales of equipment                                 1,661,898       1,144,010        3,664,324
   Distributions received from unconsolidated joint ventures              339,151         811,996          362,587
   Equipment purchased                                                        -              -          (1,280,666)
   Acquisition of minority interest in
   consolidated joint venture                                                 -              -             (55,804)
                                                                  ---------------  --------------  ---------------

       Net cash provided by investing activities                        3,718,823       3,142,869        5,299,100
                                                                  ---------------  --------------  ---------------

</TABLE>








                                                        (continued on next page)


<PAGE>

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

                Consolidated Statements of Cash Flows (Continued)

              For the Years Ended December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>

                                                                        2003            2002             2001
                                                                        ----            ----             ----

<S>                                                                     <C>                              <C>
Cash flows from financing activities:
   Proceeds from non-recourse borrowing                                 3,684,718          -              3,004,674
   Proceeds from notes payable - recourse                               2,625,000       3,805,871           -
   Repayment of non-recourse debt                                        (353,039)         -            (1,510,523)
   Repayment of notes payable - recourse                               (2,246,324)     (1,819,912)      (1,774,113)
   Cash distributions to partners                                      (6,101,226)     (8,081,055)      (8,103,376)
   Redemption of limited partnership units                                (42,576)       (169,695)         (52,192)
                                                                  ---------------  --------------  ---------------

       Net cash used in financing activities                           (2,433,447)     (6,264,791)      (8,435,530)

Net (decrease) increase in cash and cash equivalents                     (767,827)     (2,393,517)           7,553

Cash and cash equivalents at beginning of the year                        819,928       3,213,445        3,205,892
                                                                  ---------------  --------------  ---------------

Cash and cash equivalents at end of year                          $        52,101  $      819,928  $     3,213,445
                                                                  ===============  ==============  ===============

</TABLE>

























                                                        (continued on next page)



<PAGE>

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

                Consolidated Statements of Cash Flows (Continued)

              For the Years Ended December 31, 2003, 2002 and 2001

Supplemental Disclosures of Cash Flow Information
-------------------------------------------------

     During  the  years  ended  December  31,  2003,  2002  and  2001,  non-cash
activities included the following:


<TABLE>
<CAPTION>

                                                                     2003             2002              2001
                                                                     ----             ----              ----

<S>                                                             <C>               <C>              <C>
Principal and interest on direct finance receivables
   paid directly to lenders by lessees                          $      7,375,749  $     8,391,197  $     13,877,218

Rental income-assigned - operating lease receivables
   paid directly to lenders by lessees                                 4,072,768        6,375,250         4,972,825

Principal and interest on non-recourse financing
   paid directly to lenders by lessees                               (11,448,517)     (14,766,447)      (18,850,043)
                                                                ----------------  ---------------  ----------------

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

Notes payable - non-recourse relinquished
   upon termination (Note 3)                                    $     23,244,966  $          -     $          -
                                                                ================  ===============  ================

Interest paid directly to
   non-recourse lenders by lessees                              $      2,867,181  $     4,747,596  $      5,522,977

Other interest paid                                                      522,805          433,652           756,694
                                                                ================  ===============  ================

Total interest expense                                          $      3,389,986  $     5,181,248  $      6,279,671
                                                                ================  ===============  ================

Reclassification of a finance lease
   to equipment held for lease or sale                          $            -    $     2,281,412  $        -

Reclassification of an operating lease
   to equipment held for lease or sale                                       -          1,189,167           -

Reclassification of finance leases upon lease                                -
   restructurings to operating leases                                                        -           10,765,766
                                                                ================  ===============  ================

                                                                $            -    $     3,470,579  $     10,765,766
                                                                ================  ===============  ================


</TABLE>



See accompanying notes to consolidated financial statements.


<PAGE>

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

                   Notes to Consolidated Financial Statements

              For the Years Ended December 31, 2003, 2002, and 2001

1.   Organization

     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 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 at $100 per unit representing $1,200,000 of capital contributions. Between
October 15, 1998 and May 17, 2000, the date of the Partnership's  final closing,
737,965.04  additional units were admitted  representing  $73,796,504 of capital
contributions   bringing  the  total  admission  to  749,965.04  units  totaling
$74,996,504 in capital  contributions.  Between 2000 and 2003,  the  Partnership
redeemed  7,656.17  limited   partnership  units  leaving   742,308.87   limited
partnership units outstanding at December 31, 2003.

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
objective of the  Partnership is to obtain the maximum  economic return from its
equipment leasing investments.  To achieve this objective, the Partnership:  (1)
invests in a diversified  portfolio of low  obsolescence  equipment  having long
lives and high residual  values;  (2) makes periodic cash  distributions  to its
partners,  continuing through the Reinvestment Period, which will end on May 17,
2008; (3) re-invest  substantially  all  undistributed  cash from operations and
cash from sales of equipment and financing  transactions during the Reinvestment
Period; and (4) sell the Partnership's  investments and distribute the cash from
sales of such  investments  to its  partners  after the end of the  Reinvestment
Period.

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

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

2.   Significant Accounting Policies

     Use of Estimates - The  preparation  of financial  statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities at the dates of the financial  statements and
revenues  and  expenses  during the  reporting  periods.  Significant  estimates
primarily include the allowance for doubtful accounts and unguaranteed  residual
values.  In addition,  management is required to disclose  contingent assets and
contingent liabilities. Actual results could differ from those estimates.

     Consolidation - The consolidated  financial statements include the accounts
of the Partnership and its majority owned subsidiary, ICON/Boardman Facility LLC


<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

("ICON BF"). All inter-company accounts and transactions have been eliminated in
consolidation.  The Partnership  accounts for its interests in 50% or less 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.

     Cash and Cash  Equivalents - Cash and cash  equivalents are defined as cash
in banks and highly liquid  investments  with original  maturity  dates of three
months or less. The Partnership's cash and cash equivalents are held principally
at one financial institution and at times may exceed insured limits.

     Leases  and  Revenue  Recognition  - The  Partnership  accounts  for  owned
equipment  leased to third  parties  as finance  leases,  leveraged  leases,  or
operating leases,  as appropriate.  Initial direct costs are capitalized and are
amortized over the terms of the related leases using the interest method.

     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.

     The  Partnership's  net investment in leveraged  leases consists of minimum
lease payments receivable,  the estimated  unguaranteed  residual values and the
initial  direct  costs  related to the leases,  net of the  unearned  income and
principal  and interest on the related  non-recourse  debt.  Unearned  income is
recognized  as  income  from  leveraged  leases  over the life of the lease at a
constant rate of return on the positive net investment.

     For  operating  leases,  equipment  is  recorded  and  depreciated  on  the
straight-line  method  over the lease term to its  estimated  residual  value at
lease termination and is subject to the Partnership's impairment policy. Related
lease  rentals are  recognized on the straight line method over the lease terms.
Billed and uncollected operating lease receivables are included in other assets.

     Equipment  Held for Lease or Sale -  Off-lease  equipment  that is held for
lease or sale is carried at cost, less accumulated depreciation,  subject to the
Partnership's impairment review policy.

     Impairment  - Residual  values of the  Partnership's  asset  portfolio  are
periodically  reviewed to determine  whether events or changes in  circumstances
indicate that the carrying value of an asset may not be recoverable.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset may be  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.

     An  impairment  loss is  measured  and  recognized  only  if the  estimated
undiscounted  future cash flows of the asset are less than their net book value.
The  estimated  undiscounted  future  cash  flows  are the sum of the  estimated
residual  value of the asset at the end of the asset's  expected  holding period
and estimates


<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

of undiscounted  future rents.  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 simultaneously,  if held in quantity, or to dispose of the asset quickly.
Impairment  is measured as the  difference  between the fair value of the assets
and its carrying value on the measurement date.

     Investments in Estimated  Unguaranteed  Residual  Values - The  Partnership
carries its investments in the future estimated  unguaranteed residual values of
assets at cost, which is equal to or less than fair value, and is subject to the
Partnership's  policy relating to impairments of residuals.  Gains or losses are
recognized  upon the sale or disposition of the  investments in accordance  with
the cost recovery method of accounting.

     Credit  risk  -  Financial   instruments  that   potentially   subject  the
Partnership to  concentrations of credit risk include cash and cash equivalents,
direct finance lease receivables and accounts receivable. The Partnership places
its cash deposits and temporary cash investments with creditworthy, high quality
financial  institutions.  The  concentration of such deposits and temporary cash
investments  is not  deemed to  create a  significant  risk to the  Partnership.
Accounts  receivable  represent amounts due from lessees in various  industries,
related to equipment on operating and direct financing leases.

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

     Fair Value of Financial  Instruments  - Statement  of Financial  Accounting
Standards  ("SFAS")  No.  107,   "Disclosures  about  Fair  Value  of  Financial
Instruments" requires disclosures about the fair value of financial instruments.
Separate  disclosure of fair value  information as of December 31, 2003 and 2002
with  respect to the  Partnership's  assets and  liabilities  is not  separately
provided since (i) SFAS No. 107 does not require fair value disclosures of lease
arrangements and (ii) the carrying value of financial  assets,  other than lease
related  investments,  and the recorded  value of payables  approximates  market
value.

     Redemption of Limited  Partnership Units - The General Partner consented to
the Partnership redeeming 661.40,  2,893.62 and 880.00 limited partnership units
during the years ended  December  31, 2003,  2002,  and 2001  respectively.  The
redemption amounts are calculated  following the specified redemption formula in
accordance with the Partnership  agreement.  Redeemed limited  partnership units
have no  voting  rights  and do not  share  in  distributions.  The  Partnership
agreement  limits the number of units  which can be redeemed in any one year and
redeemed  limited  partnership  units  may  not be  reissued.  Redeemed  limited
partnership units are accounted for as a reduction from partners' equity.

     Income Taxes - No provision  for income taxes has been  recorded  since the
liability  for  such  taxes  is that of each of the  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.


<PAGE>



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

             Notes to Consolidated Financial Statements - Continued

     Recent Accounting  Pronouncements - In April 2003, the FASB issued SFAS No.
149,   Amendment  of  Statement  133  on  Derivative   Instruments  and  Hedging
Activities.  SFAS  No.  149  amends  and  clarifies  accounting  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts, and for hedging activities under SFAS No. 133. The Statement requires
that contracts with  comparable  characteristics  be accounted for similarly and
clarifies when a derivative contains a financing component that warrants special
reporting  in the  statement  of cash  flows.  SFAS  No.  149 is  effective  for
contracts  entered  into or  modified  after  June 30,  2003,  except in certain
circumstances, and for hedging relationships designated after June 30, 2003. The
adoption of this  standard did not have a material  effect on the  Partnership's
financial  position or results of operations.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  in  its
statements   of  financial   position   certain   financial   instruments   with
characteristics  of both  liabilities  and equity.  It  requires  that an issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset in some  circumstances)  because  that  financial  instrument  embodies an
obligation of the issuer. This Statement is effective for financial  instruments
entered into or modified  after May 31, 2003,  and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003,  except for
mandatorily   redeemable  financial  instruments  of  nonpublic  entities.   For
nonpublic  entities,  the effective  date of the provisions of SFAS No. 150 that
relate to mandatorily  redeemable financial  instruments has been deferred until
fiscal years that begin after  December 31, 2003.  The adoption of this standard
is not  expected  to  have a  material  effect  on the  Partnership's  financial
position or results of operations.

     In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities,  an  Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46  provides  guidance  on how to  identify  a variable  interest
entity,  or VIE, and  determine  when the assets,  liabilities,  non-controlling
interests,   and  results  of  operations  of  a  VIE  must  be  included  in  a
Partnership's  consolidated  financial  statements.  A  Partnership  that  holds
variable  interests  in an entity is required to  consolidate  the entity if the
Partnership's  interest  in the VIE is such that the  Partnership  will absorb a
majority of the VIE's expected  losses and/or receive a majority of the entity's
expected  residual  returns,  if any.  VIE's created after January 31, 2003, but
prior to January 1, 2004,  may be  accounted  for either  based on the  original
interpretation   or  the   Revised   Interpretations.   However,   the   Revised
Interpretations  must be applied no later than the first  quarter of fiscal year
2004.  VIE's  created  after  January  1, 2004 must be  accounted  for under the
Revised Interpretations.  There has been no material impact to the Partnership's
financial  statements  and there is no expected  impact from the adoption of the
deferred provisions in the first quarter of fiscal year 2004.

     The Partnership  does not believe that any other recently  issued,  but not
yet  effective,  accounting  standards  will  have  a  material  effect  on  the
Partnership's financial position or results of operations.

3.   Joint Venture

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



<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

Consolidated Joint Venture

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

     ICON/Boardman Facility LLC
     --------------------------

     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 BF, for
the purpose of acquiring a coal handling facility on lease with Portland General
Electric,  a utility  company.  The purchase price totaled  $27,421,810  and was
funded with cash and the  assumption  of  non-recourse  debt.  The  Partnership,
Series C, L.P. Six, and L.P. Seven received a 98.5%,  .5%, .5% and .5% interest,
respectively, in ICON BF.

     In 2001 the joint  venturers  in ICON BF  acquired  Series C's  interest in
accordance with their  proportionate  shares of ICON BF, at an aggregate cost of
$56,370,  which  represented  Series C's carrying value of the  investment.  The
Partnership's share of the purchase price was $55,803.  The remaining venturers'
shares  in ICON  BF were  increased  to  98.995%,  .5025%,  and  .5025%  for the
Partnership, L.P. Six, and L.P. Seven, respectively.

     The  Partnership's  financial  statements  include  100% of the  assets and
liabilities  and 100% of the revenues  and  expenses of ICON BF. L.P.  Six's and
L.P. Seven's  interests in ICON BF have been reflected as minority  interests in
joint ventures on the consolidated  balance sheets and minority interest expense
on the consolidated statements of operations.

Unconsolidated Joint Ventures

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

     ICON/AIC Trust
     --------------

     In 1999,  ICON/AIC  Trust  ("AIC  Trust")  was  formed to own and  manage a
portfolio of leases in England.  The  Partnership,  L.P. Six and L.P.  Seven own
43.73%, 25.51% and 30.76% interests in AIC Trust, respectively.

     On December 28, 2001, AIC Trust sold its remaining  leases,  subject to the
related debt, in exchange for a note receivable of (Pound)2,575,000  ($3,744,822
converted  at the  exchange  rate at December  28, 2001) which is payable in six
installments  through  June 2004.  At December 31, 2003,  the  remaining  amount
receivable  is  (Pound)750,000  ($1,330,633  converted at the  exchange  rate at
December 31, 2003).

     Information  as to the financial  position and results of operations of AIC
Trust as of and for the years ended  December  31,  2003 and 2002 is  summarized
below:

                                   December 31, 2003           December 31, 2002
                                   -----------------           -----------------


Assets                             $     1,330,633             $      2,572,522
                                   ===============             ================

Liabilities                        $          -                $           -
                                    ===============             ================

Equity                             $     1,330,633             $      2,572,522
                                   ===============             ================

Partnership's share of equity      $       581,885             $      1,124,964
                                   ===============             ================


<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

                                       For the Year Ended    For the Year Ended
                                       December 31, 2003     December 31, 2002
                                       ----------------      -----------------

Net income                              $        37,009       $        212,349
                                        ===============       ================

Partnership's share of net income       $        16,184       $         92,860
                                        ===============       ================

Distributions                           $     1,396,948       $      1,752,885
                                        ===============       ================

Partnership's share of distributions    $       610,885       $        766,537
                                        ===============       ================

     At December 31, 2003 approximately  $295,152 of the Partnership's  share of
distribution  is a receivable from L.P. Six, and is included in the caption "Due
from Affiliates, net" on the accompanying condensed consolidated balance sheet.

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

     In 2000, the  Partnership  and two  affiliates,  L.P. Seven and ICON Income
Fund  Eight B L.P.  ("Fund  Eight B"),  formed  ICON  Aircraft  24846 LLC ("ICON
Aircraft  24846") for the purpose of  acquiring  an  investment  in a 767-300 ER
aircraft  originally  leased  to  Scandinavian  Airline  Systems  ("SAS")  for a
purchase  price of  $44,515,416.  The  purchase  price was  funded  with cash of
$2,241,371 and the assumption of non-recourse debt in the amount of $42,274,045.
The lenders have a security  interest in the aircraft and an  assignment  of the
rental  payments  under the lease.  The lease with SAS expired in March 2003, at
which time the balance of the non-recourse  debt  outstanding was  approximately
$34,500,000.  The Partnership has been making contributions toward interest only
payments on the  outstanding  non-recourse  debt,  during the remarketing of the
aircraft by the General Partner.  The  Partnership,  L.P. Seven and Fund Eight B
have ownership interests of 2.0%, 2.0% and 96.0%, respectively, in ICON Aircraft
24846.

     Information as to the financial  position and results of operations of ICON
Aircraft  24846 as of and for the  years  ended  December  31,  2003 and 2002 is
summarized below:


                                   December 31, 2003        December 31, 2002
                                   -----------------        -----------------

Assets                             $    36,430,187          $     39,175,547
                                   ===============          ================

Liabilities                        $    34,491,632          $     35,419,214
                                   ===============          ================

Equity                             $     1,938,555          $      3,756,333
                                   ===============          ================

Partnership's share of equity      $        38,772          $         75,127
                                   ===============          ================




<PAGE>


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

             Notes to Consolidated Financial Statements - Continued


<TABLE>
<CAPTION>

                                            For the Year Ended           For the Year Ended
                                            December 31, 2003            December 31, 2002
                                            -----------------            -----------------

 <S>                                          <C>                         <C>
 Net (loss) income                           $    (3,467,329)            $        749,434
                                             ===============             ================

 Partnership's share of net (loss) income    $       (69,347)            $         14,989
                                             ===============             ================

 Contributions                               $     1,649,551             $         -
                                             ===============             ================

 Partnership's share of contributions        $        32,992             $         -
                                             ===============             ================

</TABLE>


     ICON Cheyenne LLC

     In December  2000, the  Partnership  and three  affiliates,  L.P. Six, L.P.
Seven and Fund  Eight B formed  ICON  Cheyenne  LLC  ("ICON  Cheyenne")  for the
purpose of acquiring a portfolio of leases for an  aggregate  purchase  price of
$29,705,716.  The  purchase  price  consisted  of  cash of  $11,401,151  and the
assumption  of  non-recourse  debt  of  $18,304,565.  The  non-recourse  debt is
structured so as to be amortized  with rentals due under the leases.  The leases
expire on various dates through  September  2006. The  Partnership,  L.P. Seven,
L.P. Six and Fund Eight B have  ownership  interests of 1.0%,  10.31%,  1.0% and
87.69%, respectively, in ICON Cheyenne.

     Information as to the financial  position and results of operations of ICON
Cheyenne as of and for the years ended  December 31, 2003 and 2002 is summarized
below:

                                         December 31, 2003     December 31, 2002
                                         -----------------     -----------------

Assets                                      $    10,440,643      $    14,765,333
                                            ===============      ===============

Liabilities                                 $     3,204,090      $     5,141,481
                                            ===============      ===============

Equity                                      $     7,236,553      $     9,623,852
                                            ===============      ===============

Partnership's share of equity               $        72,366      $        96,239
                                            ===============      ===============

                                         For the Year Ended   For the Year Ended
                                          December 31, 2003    December 31, 2002
                                          -----------------    -----------------

Net (loss) income                           $       (45,540)     $     1,445,607
                                            ===============      ===============

Partnership's share of net (loss) income    $          (455)     $        14,456
                                            ===============      ===============

Distributions                               $     2,341,759      $     4,545,920
                                            ===============      ===============

Partnership's share of distributions        $        23,418      $        45,459
                                            ===============      ===============


<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

4.   Finance Lease Receivables

     Regus Business Center Corp.  ("Regus"),  with whom the Partnership has been
negotiating an amended lease agreement,  has emerged from  bankruptcy,  with the
approval of the new lease  agreement.  Regus had originally filed for Chapter 11
bankruptcy protection in the United States on January 14, 2003.

     Under the new lease agreement, Regus commenced making payments at a reduced
rental rate, with an extension for 48 months,  effective from March 15, 2003. As
of December 31, 2003, Regus was current on payments.

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

                 Year ending December 31,
                 ------------------------

                           2004                      $      5,691,524
                           2005                             4,263,728
                           2006                               747,763
                           2007                               124,628
                                                     ----------------

                                                     $     10,827,643
                                                     ================


     The allowance for doubtful accounts consisted of the following:

                                                   Amount

         Balance at January 1, 2001            $     585,000
                                               -------------

         Balance at December 31, 2001                585,000
                                               -------------

         Provision for bad debts                     300,000

         Writeoffs                                  (656,279)
                                               -------------

         Balance at December 31, 2002                228,721
                                               -------------

         Balance at December 31, 2003          $     228,721
                                               -------------

5.   Investment in Operating Leases

     Sky Airlines,  a lessee of the  Partnership,  is a tour  operator  based in
Antalya, Turkey whose main business operation is flying tourists from Germany to
resorts  in  Turkey  owned  by an  affiliate  of Sky  Airlines  (who is also the
Guarantor of the Lease). Sky Airlines  experienced service  interruptions during
the conflict in Iraq. As a result, Sky Airlines became delinquent on its payment
obligations  under the  lease  with the  entity  that  owns the  aircraft,  ICON
Aircraft 23865 LLC, a wholly-owned subsidiary of the Partnership.  The lender on
the transaction delivered notice that an event of default existed as a result of
Sky Airlines  failing to pay all amounts due under the lease on a timely  basis.
Consequently,  ICON  Aircraft  23865 LLC notified  Sky  Airlines  that it was in
default  under the lease  agreement  and made demand for  payment in full.  ICON
Aircraft 23865 LLC purchased the aircraft  leased to Sky Airlines in conjunction
with  ICON  Aircraft  24231  LLC's  (also  a  wholly-owned   subsidiary  of  the
Partnership)  purchase of an  aircraft  leased to Boeing  Connexion  in a single
transaction  when both were being  operated  by KLM Royal Dutch  Airlines.  Both
aircraft were re-financed with a single lender and were  cross-collateralized by
the non-recourse notes.



<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

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

     The  aircrafts  were the sole assets owned by ICON  Aircraft  23865 LLC and
ICON Aircraft 24231 LLC, both wholly-owned subsidiaries of the Partnership.

     The Partnership has two leases with America West Airlines,  Inc. In January
2002,  those  leases  were  restructured  in  conjunction  with  America  West's
agreement with the Air Transportation  Stabilization  Board. In exchange for the
restructuring,  the Partnership received $1,000,000 of convertible notes on each
lease which do not mature until  December  2005 and January 2006. As of December
31, 2003, management considers these notes to be of no value.

     In connection with a restructuring of two aircraft leases with America West
in  January  2002,  the  Partnership  received  two  7.5%  convertible  notes of
$1,000,000 each payable on December 31, 2005.  These notes are convertible  into
shares of America West stock upon the  occurrence of certain  events,  either at
the  option  of  the  Partnership  or  America  West.  Principle  terms  of  the
restructured  lease include monthly rentals of $60,000 per aircraft  through the
expiration  dates of December  31,  2005.  Management  has  determined  that the
convertible  notes  have no  current  value due to a lack of a  current  market,
trading  restrictions  and  uncertainty  of  collection.  These  notes have been
pledged as collateral  for the  non-recourse  notes  payable  related to the two
aircraft.


     The investment in operating  leases at December 31, 2003 and 2002 consisted
of the following:

<TABLE>
<CAPTION>


                                                      2003               2002                2001
                                                      ----               ----                ----

<S>                                              <C>                 <C>                   <C>
Equipment at cost, beginning of year             $    50,773,532     $  52,734,532         40,688,100

Cost to upgrade equipment                                  -                     -          1,280,666

Transfer from finance leases                               -                     -         10,765,766

Equipment dispositions                                (40,007,766)               -                -

Transfer to equipment held for lease or sale              -               (1,961,000)             -
                                                 ----------------    ---------------      -----------

Equipment at cost, end of year                         10,765,766         50,773,532       52,734,532
                                                 ----------------    ---------------      -----------

Accumulated depreciation, beginning of year            (9,214,386)        (5,969,663)      (3,240,611)

Depreciation expense equipment on hold
  for lease or sale                                     985,290                  -             -

Accumulated depreciation on equipment
  dispositions                                        9,513,286                  -             -

Depreciation expense                                 (3,486,214)        (3,244,723)        (2,729,052)
                                                 --------------      -------------        ------------

Accumulated depreciation, end of year                (2,202,024)        (9,214,386)        (5,969,663)
                                                 --------------      -------------        -----------

Investment in operating leases, end of year      $    8,563,742      $  41,559,146         46,764,869
                                                 ==============      =============        ===========

</TABLE>

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

                 Year ending December 31,
                 ------------------------

                           2004                      $      1,440,000
                           2005                             1,440,000
                                                     ----------------

                                                     $      2,880,000
                                                     ================


<PAGE>



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

             Notes to Consolidated Financial Statements - Continued

6.   Equipment Held for Sale or Lease

     During 2002, the Partnership  transferred airplane rotables from investment
in operating leases and investment in finance leases, with an aggregate net book
value of $3,470,579,  to equipment  held for lease or sale.  The  Partnership is
currently remarketing the airplane rotables.

     Depreciation  expense  related  to  equipment  held  for  lease or sale was
$985,290  and  $771,833  for  the  years  ended  December  31,  2003  and  2002,
respectively.

     The Partnership did not record any impairment in the years 2002 and 2001.

7.   Investments in Unguaranteed Residual Values

     During  the  year  ended  December  31,  2001,  the  Partnership   invested
$1,997,000  to acquire an interest in the  residual  value of an  off-shore  oil
drilling rig subject to lease with an unaffiliated  third party,  and $2,526,696
for a residual interest related to a portfolio of technology and other equipment
leases  with  various  lessees in the  United  Kingdom.  During the years  ended
December  31,  2003,  2002  and  2001,  the  Partnership   received  $1,717,774,
$1,186,863 and $238,749, respectively, related to the sale of equipment from the
portfolio  of  technology  and other  equipment  leased to lessees in the United
Kingdom.  These amounts were recorded as a recovery of investment,  with no gain
or loss recognized during the years ended December 31, 2002 and 2001. During the
year ended December 31, 2003, the  Partnership  recovered its investment and has
realized a gain of $616,690.

     During 1999, the Partnership  purchased an option to acquire an interest in
an aircraft subject to lease with a United States based  commercial  airline for
$1,150,000.  The  Partnership  sold this option in the second  quarter  2001 for
$2,369,910 and realized a gain of $1,219,910 on the sale.

8.   Notes Payable

     Notes payable consists of notes payable non-recourse,  which are being paid
directly to the lenders by the lessees, and a recourse note payable under a line
of credit.  The non-recourse  notes bear interest at rates ranging from 7.49% to
10.0%.  The balances  outstanding at December 31, 2003 and 2002 was  $23,358,727
and $51,474,674 respectively.

     As discussed in detail in Note 3 the Partnership  relinquished  $23,244,966
of note payable - non-recourse  during 2003 related to the  repossession  of two
aircraft as a result of a lessee default under the terms of the notes.

     On May 2002, the Partnership  entered into a $17,500,000  joint and several
line of credit  agreement  shared with L.P. Seven and Fund Eight A (the "Initial
Funds"),  with Comerica Bank as lender.  Under the terms of the  agreement,  the
Partnership  may borrow at a rate equal to the  Comerica  Bank base rate plus 1%
(together,  5.00% at December 31, 2003) and all borrowings are to be jointly and
severally collateralized by the present values of rents receivable and equipment
owned by all of the  Initial  Funds  sharing  in the joint  line of  credit.  On
December 12, 2002,  the agreement  was amended to admit Fund Nine,  collectively
along  with  the  Initial  Funds  (the  "Funds"),  as  a  borrower  sharing  the
$17,500,000 joint line of credit agreement.

     The Funds have entered into a Contribution  Agreement,  dated as of May 30,
2002, as amended  December 12, 2002,  pursuant to which the Funds have agreed to
restrictions on the amount and the terms of their  respective  borrowings  under




<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

the line of credit in order to  minimize  the risk that a Fund would not be able
to repay its allocable  portion of the outstanding  revolving loan obligation at
any time,  including  restrictions on any Fund borrowing in excess of the lesser
of (A) an amount each Fund could  reasonably  expect to repay in one year out of
its projected  free cash flow, or (B) the greater of (i) the Borrowing  Base (as
defined in the line of credit  agreement) as applied to such Fund,  and (ii) 50%
of the net worth of such Fund. The Contribution  Agreement provides that, in the
event a Fund pays an amount under the agreement in excess of its allocable share
of the obligation  under the agreement  whether by reason of an Event of Default
or otherwise,  the other Funds will immediately  make a contribution  payment to
such Fund in such amount that the  aggregate  amount paid by each Fund  reflects
its allocable share of the aggregate obligations under the agreement.

     The Funds'  obligations to each other under the Contribution  Agreement are
collateralized by a subordinate lien on the assets of each  participating  Fund.
The line of credit was extended for twelve  additional  months  expiring May 31,
2004.  As of December 31,  2003,  there were  borrowings  of  $4,184,547  by the
Partnership under the line of credit. Aggregate borrowing by all Funds under the
line of credit agreement aggregated $12,799,986 on December 31, 2003.

     Principal maturities of the notes are as follows:

  Year ending     Non-recourse         Note Payable
 December 31,         debt               Recourse             Total
 ------------     -----------         -------------           -----

     2004       $      6,004,864      $   4,184,547     $   10,189,411
     2005              4,860,939                -            4,860,939
     2006              3,995,783                -            3,995,783
     2007                598,401                -              598,401
     2008              3,714,193                -            3,714,193
                ----------------      --------------    --------------
                $     19,174,180      $    4,184,547    $   23,358,727
                ================      ==============    ==============

9.   Related Party Transactions

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its  affiliates  were as follows for the period  ended  December  31,
2003, 2002 and 2001


<TABLE>
<CAPTION>

                                               2003           2002            2001
                                               ----           ----            ----


<S>                                       <C>             <C>            <C>
      Management fees                     $     737,943   $   1,128,431  $   1,902,703    Charged to operations
Charged to operations
      Administrative expense
        reimbursements                          292,117         488,133        764,715    Charged to operations
                                          -------------   -------------  -------------

                                          $   1,030,060   $   1,616,564  $   2,667,418
                                          =============   =============  =============

</TABLE>

     In accordance with the terms of the Management  Agreement,  the Partnership
pays the  General  Partner  management  fees  based on a  percentage  of rentals
received (ranging from 1% to 7% depending on the lease structure).  In addition,
the General Partner is reimbursed for expenses incurred by it in connection with
the Partnership's operations.

     The Partnership had a net receivable from affiliates of $58,564 at December
31, 2003, and had a net payable to affiliates of $230,052 at December 31, 2002.



<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

10.  Tax Information (Unaudited)

     The following table reconciles net loss for financial  statement  reporting
purposes  to net loss for  federal  income  tax  purposes  for the  years  ended
December 31, 2003, 2002 and 2001:

<TABLE>
<CAPTION>

                                                                  2003            2002             2001
                                                                  ----            ----             ----

<S>                                                       <C>               <C>              <C>
 Net loss for financial statement
   reporting purposes                                     $    (7,912,634)  $    (1,196,680) $       (29,316)
 Differences due to:
   Direct finance leases                                          908,057         3,245,792       10,105,194
   Interest expense                                               607,362           871,925         (710,659)
   Provision for doubtful accounts                                    -             300,000       -
   Loss on sales of equipment                                   4,202,620        (1,976,835)      (2,608,101)
   Depreciation                                                (2,299,992)       (5,972,900)     (12,292,786)
   Other                                                          587,303           550,335       (1,428,868)
                                                          ---------------   ---------------  ---------------

 Net loss for federal income tax reporting purposes       $    (3,907,284)  $    (4,178,363) $    (6,964,536)
                                                          ===============   ===============  ===============

</TABLE>


     As of December  31,  2003,  the  partners'  capital  accounts  included for
financial  statement  reporting  purposes  totaled  $23,604,943  compared to the
partners'  capital  accounts  for  federal  income tax  purposes  of  $7,658,083
(unaudited).  The difference arises primarily from temporary  differences caused
principally by accelerated  depreciation  for tax purposes,  partially offset by
(i) provisions for losses for financial statement reporting purposes but not for
tax reporting purposes, (ii) the differences between financial reporting and tax
reporting of finance  leases and (iii) sales  commissions  and expenses from the
offering that are reported as a reduction in the partners'  capital accounts for
financial  statement reporting purposes but not for federal income tax reporting
purposes.

11.  Selected Quarterly Financial Data (Unaudited)

     The following table is a summary of selected  financial data by quarter for
the years ended December 31, 2003 and 2002:

<TABLE>
<CAPTION>

                                                                            For the Quarter Ended
                                                                            ---------------------
                                                 March 31,        June 30,       September 30,     December 31,
                                                 ---------        --------       -------------     -----------

<S>                                            <C>              <C>               <C>            <C>
2003

         Revenues                              $   2,701,123    $   2,522,977     $   2,082,942  $     1,099,715
                                               =============    =============     =============  ===============

         Net (loss) income allocable to
           limited partners                    $    (525,270)   $  (7,164,648)    $      49,357  $      (192,947)
                                               =============    =============     =============  ===============

        Net (loss) income per weighted
           average limited partnership unit    $       (.71)    $       (9.64)    $        0.07 $          (0.27)
                                               =============    =============     =============  ===============
2002
         Revenues                              $   3,074,106    $   3,119,237     $   2,961,252  $     2,045,769
                                               =============    =============     =============  ===============

        Net (loss) income allocable to
           limited partners                    $    (413,829)   $     253,152     $     (41,789) $      (982,247) (1)
                                               =============    =============     =============  ===============

         Net (loss) income per weighted
           average limited partnership unit    $       (.55)    $        0.34     $       (0.60) $          (.78)
                                               =============    =============     =============  ===============
</TABLE>

     (1) The  fourth  quarter of 2002  included a $484,000  net loss on sales of
equipment and a $300,000 provision for doubtful accounts.




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

             Notes to Consolidated Financial Statements - Continued

12.  Significant Concentration

     The  Partnership  had four, five and three lessees who accounted for 10% or
more of total revenue  during the years ended  December 31, 2003,  2002 and 2001
respectively.  During 2003 the equipment  leased to Portland  General  Electric,
American  West,  Boeing  and  Sky  Airlines  generated  26%,  17%,  18%  and 16%
respectively of total revenue. Both the Boeing Connexion and Sky Airlines leases
were terminated in the third quarter 2003.  During 2002, the equipment leased to
America West, Sky Airlines,  The Boeing Company,  BP Amoco and Portland  General
Electric generated 13%, 23%, 21%, 10% and 21%,  respectively,  of total revenue.
During 2001, equipment leased to Boeing Connexion, Portland General Electric and
Sky Airlines generated 20%, 19%, and 15%, respectively of total revenue.



<PAGE>

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

                                December 31, 2003

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

     The information required by Item 304 of Regulation S-K was filed as part of
the Partnership's 2002 Reports on Form 8-K filed on February 5, 2003.

Item 9a.  Control and Procedures
          ----------------------

     The Partnership  carried out an evaluation,  under the supervision and with
the  participation  of  management  of ICON  Capital  Corp.,  the Manager of the
Partnership,  including the Chief Executive Officer and the Principal  Financial
Officer,  of the  effectiveness of the design and operation of the Partnership'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  upon  the
evaluation,  the Chief  Executive  Officer and the Principal  Financial  Officer
concluded  that  the  Partnership's  disclosure  controls  and  procedures  were
effective.

     There were no significant  changes in the  Partnership's  internal  control
over financial  reporting  during the  Partnership's  fourth fiscal quarter that
have materially affected,  or are likely to materially affect, the Partnership's
internal control over financial reporting.

PART III

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

     The General  Partner,  a Connecticut  corporation,  was formed in 1985. The
General Partner's principal offices are located at 100 Fifth Avenue, 10th Floor,
New York,  New York  10011,  and its  telephone  number is (212)  418-4700.  The
officers of the General  Partner have  extensive  experience  with  transactions
involving the  acquisition,  leasing,  financing and  disposition  of equipment,
including  acquiring  and  disposing  of  equipment  subject  to leases and full
financing transactions.

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

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



<PAGE>

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

                                December 31, 2003

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

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

   Paul B. Weiss            President and Director

   Thomas W. Martin         Executive Vice President and Director

     Beaufort J. B. Clarke,  age 57, has been Chairman,  Chief Executive Officer
and Director of the General Partner since 1996.  Prior to his present  position,
Mr. Clarke was founder and the President and Chief Executive  Officer of Griffin
Equity  Partners,  Inc. Mr.  Clarke  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 43, is President  and Director of the General  Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations  with the General  Partner since 1996,  Griffin Equity Partners (as
Executive Vice President from 1993-1996);  Gemini Financial  Holdings (as Senior
Vice  President-Portfolio  Acquisitions  from  1991-1993)  and  Pegasus  Capital
Corporation (as Vice  President-Portfolio  Acquisitions from 1988-1991).  He was
previously an investment banker and a commercial banker.

     Thomas W. Martin,  age 50, has been Executive Vice President of the General
Partner since 1996. Prior to his present position,  Mr. Martin was the Executive
Vice  President and Chief  Financial  Officer of Griffin Equity  Partners,  Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice  President-Syndications from 1985-1992). Mr.
Martin has 19 years of senior management experience in the leasing business.

Item 11.  Executive Compensation

     The Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December 31, 2003, 2002 and 2001.


<TABLE>
<CAPTION>

                                                      Type of
        Entity                  Capacity              Compensation               2003           2002          2001
        ------                  --------              ------------               ----           ----          ----
<S>                                                                              <C>          <C>            <C>
ICON Capital Corp.         General Partner       Management fees                 737,943      1,128,431      1,902,703
ICON Capital Corp.         General Partner       Administrative
                                                   expense
                                                   reimbursements                292,117        488,133        764,715
                                                                           -------------  -------------   ------------

                                                                           $   1,030,060  $   1,616,564   $  2,667,418
                                                                           =============  =============   ============

</TABLE>


     In accordance  with the  Management  Agreement,  the  Partnership  pays the
General  Partner  management  fees based on a  percentage  of  rentals  received
(ranging  from 1% to 7%). In addition,  the General  Partner is  reimbursed  for
expenses  incurred by it in connection with the  Partnership's  operations.  The
General Partner also has a 1% interest in the profits and distributions.



<PAGE>

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

                                December 31, 2003

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 30, 2004,  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                       Amount Beneficially              Percent
         of Class                             Owned                    of Class
         --------                             -----                    --------

     General Partner   Represents initially a 1% and potentially a        100%
       Interest        10% interest in the Partnership's income, gain
                       and loss deductions.

Item 13.  Certain Relationships and Related Transactions

     None other than those disclosed in Item 11 herein.


Item 14.   Principal Accountant Fees and Services

                                 2003              2002         Description
                                 ----              ----

Audit fees                        55,000                -       Audit
Audit related fees                  -                   -
Tax fees                           1,093                -       Tax compliance
All other fees                      -                   -
                            ------------       ------------
Total                       $     56,093       $        -
                            ============       ============
PART IV

Item 15.  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 consolidated  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.



<PAGE>

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

                                December 31, 2003

(iii) Loan and Security Agreement

(iv) First Amendment to Loan and Security Agreement

(v)  Unconsolidated  Joint Venture Financial Statements ICON/AIC Trust as of and
     for the year ended December 31, 2002.

     (b)  Reports on Form 8-K

          None

     (c)  Exhibits

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

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

     32.1 Certification  of Chairman and 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 Executive Vice President and Principal  Financial and
          Accounting  Officer  pursuant to 18 U.S.C.  Section  1350,  as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



<PAGE>

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

                                December 31, 2003

                                   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 30, 2004             /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 30, 2004          /s/ Beaufort J.B. Clarke
                               -------------------------------------------
                               Beaufort J.B. Clarke
                               Chairman, Chief Executive Officer and Director


Date:  March 30, 2004          /s/ Paul B. Weiss
                               ------------------------------------------
                               Paul B. Weiss
                               President and Director


Date:  March 30, 2004          /s/ Thomas W. Martin
                               ------------------------------------------
                               Thomas W. Martin
                               Executive Vice President
                               (Principal Financial and Accounting Officer)



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

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


<PAGE>

Exhibit 31.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

                              Certifications - 10-K
                              ---------------------

I, Beaufort J.B. Clarke, certify that:

1.   I have reviewed this annual report on Form 10-K of ICON Income Fund Eight A
     L.P.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this annual report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  and presented in this annual  report our  conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this annual  report based on such
          evaluation; and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the  registrant's  auditors  and the board of  directors  of the  Corporate
     Manager (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect  the  Partnership  ability to record,  process,  summarize  and
          report financial information and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls over financial reporting

Dated:  March 30, 2004

/s/ Beaufort J.B. Clarke
-----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Income Fund Eight A L.P.



<PAGE>

Exhibit 31.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

                              Certifications - 10-K
                              ---------------------

I, Thomas W. Martin, certify that:

1.   I have reviewed this annual report on Form 10-K of ICON Income Fund Eight A
     L.P.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this annual report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  and presented in this annual  report our  conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this annual  report based on such
          evaluation; and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the  registrant's  auditors  and the board of  directors  of the  Corporate
     Manager (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect  the  Partnership  ability to record,  process,  summarize  and
          report financial information and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls over financial  reporting any corrective  actions with regard
          to significant deficiencies and material weaknesses.

Dated:  March 30, 2004

/s/ Thomas W. Martin
----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer)
ICON Capital Corp.
sole General Partner of ICON Income Fund Eight A L.P.



<PAGE>

EXHIBIT 32.1

        Certification of Chief Executive Officer Pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002
                                (18 U.S.C. 1350)


     I,  Beaufort  J.B.  Clarke,  Chairman and Chief  Executive  Officer of ICON
Capital  Corp,  the sole  General  Partner of ICON Income Fund Eight A L.P.,  in
connection  with the  Annual  Report of ICON  Income  Fund  Eight B,  L.P.  (the
"Partnership")  on Form 10-K for the year ended December 31, 2003, as filed with
the Securities and Exchange  Commission on the date hereof (the "Annual Report")
certify,  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the
best of my knowledge and belief:

(1)  the Annual Report fully complies with the  requirements of Section 13(a) or
     15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2)  the  information  contained in the Annual  Report fairly  presents,  in all
     material respects, the financial condition and results of operations of the
     Partnership


Dated:  March 31, 2004




 /s/ Beaufort J.B. Clarke
 ------------------------------------------------------
 Beaufort J.B. Clarke
 Chairman and Chief Executive Officer
 ICON Capital Corp.
 sole General Partner of ICON Income Fund Eight A L.P.



<PAGE>

EXHIBIT 32.2

        Certification of Chief Executive Officer Pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002
                                (18 U.S.C. 1350)


     I, Thomas W. Martin,  Executive  Vice  President  (Principal  Financial and
Accounting  Officer) of ICON  Capital  Corp,  the sole  General  Partner of ICON
Income Fund Eight A L.P.,  in  connection  with the Annual Report of ICON Income
Fund Eight A, L.P. (the  "Partnership") on Form 10-K for the year ended December
31,  2003,  as filed with the  Securities  and Exchange  Commission  on the date
hereof  (the  "Annual  Report")   certify,   pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1)  the Annual Report fully complies with the  requirements of Section 13(a) or
     15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2)  the  information  contained in the Annual  Report fairly  presents,  in all
     material respects, the financial condition and results of operations of the
     Partnership


Dated:  March 31, 2004




 /s/ Thomas W. Martin
 -------------------------------------------------------
 Thomas W. Martin
 Executive Vice President (Principal
 Financial and Accounting Officer)
 ICON Capital Corp.
 sole General Partner of ICON Income Fund Eight A L.P.



<PAGE>

                               SECOND AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT



     This SECOND AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of April 9, 2003 by and between ICON Cash Flow  Partners L.P.  Seven,  a
Delaware  limited  partnership  ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware  limited  partnership  ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited  partnership  ("Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability  company  ("Borrower 4" and together with Borrower 1,
Borrower  2  and  Borrower  3,  "Borrower"),  on  the  one  hand,  and  Comerica
Bank-California, a California banking corporation ("Lender"), on the other hand,
with respect to the Loan and Security  Agreement,  dated as of May 30, 2002, and
the First  Amendment  to Loan and  Security  Agreement,  dated as of December 1,
2002,  entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Lender
(as  amended  and  modified   through  but  excluding   the  date  hereof,   the
"Agreement")."

                                    RECITALS

     WHEREAS, Borrower and Lender entered into the Agreement;

     WHEREAS,  Borrower 1,  Borrower 2 and Borrower 3 violated a covenant in the
Agreement by each failing to earn a net profit after taxes of at least $1.00 for
the fiscal  year ending  December  31,  2002,  as required by Section 7.4 of the
Agreement ("Section 7.4 Profitability Covenant");

     WHEREAS,  Borrower has  requested  that Lender  waive the  violation of the
Section 7.4  Profitability  Covenant  described in the preceding recital for the
fiscal year ending December 31, 2002 only;

     WHEREAS,  Borrower  represent and warrant that, except for the violation of
the Section 7.4  Profitability  Covenant for the fiscal year ending December 31,
2002, described above, they each are in compliance with all terms, covenants and
conditions  of the  Agreement  and all  representations  and  warranties  in the
Agreement are true and correct;

     WHEREAS,  Borrower  represent  and warrant  that,  upon  execution  of this
Amendment,  they  will  each be in  compliance  with all  terms,  covenants  and
conditions  of  the   Agreement,   as  amended  by  this   Amendment,   and  all
representations and warranties made by them in the Agreement, as amended by this
Amendment, are and will be true and correct;

     WHEREAS,  a deposit  account  in the name of  Borrower 4 is  maintained  at
Lender, in the name of Borrower 4, and Lender has a perfected  security interest
in that deposit  account and the  proceeds  thereof  pursuant to the  Agreement,
which account has on deposit the sum of $9,000,000.00 or more;



<PAGE>
     WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
conditions set forth below;

                       NOW, THEREFORE, IT IS AGREED THAT:

     1.  Definitions.  Unless  otherwise  indicated,  words and terms  which are
defined in the Agreement shall have the same meaning where used herein.

     2.  Amendments.  A new  Section  5.12.3 is added to  Agreement,  to read as
follows:

          5.12.3 Maintain on deposit with Lender in Deposit Account  1892187368,
               or such other deposit  account or accounts as Borrower and Lender
               may  agree,  cash in an  amount  equal  to or  greater  than  the
               outstanding  principal balance of the Loans.  Borrower agree that
               Lender  may  refuse to allow  any  withdrawal  from such  deposit
               account or  accounts if the effect of doing so would be to reduce
               the cash balance to an amount less than the outstanding principal
               balance  of the Loans.  In  addition,  Borrower  may not obtain a
               Revolving Loan if the effect of doing so would be to increase the
               outstanding  principal  balance of the Loans to an amount greater
               than the amount of cash in the above-described deposit account or
               accounts.

     3. Continued  Validity of Agreement.  Except as amended by this  Amendment,
the  Agreement  and all security  agreements,  guaranties,  and other  documents
executed by  Borrower  with or in favor of Lender  (collectively  referred to as
"Loan  Documents"),  shall  continue  in full  force and  effect  as  originally
constituted and are ratified and affirmed by the parties hereto.  Each reference
in the Agreement or in the other Loan Documents to the Agreement  shall mean the
Agreement  as  amended  hereby  unless  the  context  otherwise  requires.  This
Amendment and the Agreement shall be read as one document.  Without limiting the
generality of the  foregoing,  nothing in this  Amendment  entitles  Borrower to
receive  advances of any funds,  or extends  the  maturity  date for  repayment,
beyond that expressly set forth in the Agreement.

     4. Compliance  with Loan Documents.  Borrower 1, Borrower 2, Borrower 3 and
Borrower 4 each  represents and warrants to Lender as follows:  Except as stated
in the Recitals to this Amendment:  (a) as of the date hereof, each Borrower has
complied, and is in compliance,  with all of the terms, covenants and conditions
of the Loan Agreement and the other Loan  Documents  applicable to it; (b) as of
the date hereof,  there exists no Event of Default  under the Loan  Agreement or
any of the other Loan  Documents or an event which would  constitute an Event of
Default  upon the lapse of time or upon the  giving  of notice  and the lapse of
time  specified  therein;  and (c) the  representations  and  warranties of each
Borrower in the Loan  Agreement  and the other Loan  Documents are true and with
the same effect as though such  representations  and warranties had been made by
such  Borrower  as of the date  hereof  Each  Borrower  further  represents  and





<PAGE>


warrants that, upon this Amendment becoming effective,  each Borrower will be in
compliance  with  all  of the  terms,  covenants,  and  conditions  of the  Loan
Agreement and the other Loan Documents,  and all  representations and warranties
will be true.

     5.  Authorization  Each  party  hereto  represents  to the  other  that the
individual  executing  this  Amendment  on  its  behalf  is the  duly  appointed
signatory of such party and that such  individual  is authorized to execute this
Amendment  by or on behalf of such party and to take all action  required by the
terms of this Amendment.

     6. When Amendment is Effective.  This Amendment shall be deemed binding and
effective  as of April 9, 2003 when this  Amendment  is  executed by Borrower 1,
Borrower 2, Borrower 3, Borrower 4 and Lender.

     7.  Captions.  Section  headings and numbers have been set forth herein for
convenience  only.  Unless the contrary is compelled by the context,  everything
contained in each section applies equally to this entire Amendment.

     8. No  Novation.  This  Amendment  is not  intended to be, and shall not be
construed  to create,  a novation  or accord and  satisfaction,  and,  except as
otherwise provided herein, the Agreement shall remain in full force and effect.

     9.  Severability.  Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal
enforceability of any specific provision.

     10. Entire  Agreement.  This Amendment  constitutes the entire agreement by
and between  Borrower  and Banks with respect to the subject  matter  hereof and
supersedes   all  prior  and   contemporaneous   negotiations,   communications,
discussions and agreements concerning such subject matter.

     11.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
together constitute one and the same agreement.












<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.


ICON CASH FLOW PARTNERS L.P.
SEVEN, a Delaware Limited Partnership
By ICON Capital Corp., its general partner

By:____________________________
         Paul B. Weiss, President









     ICON  INCOME  FUND EIGHT A L.P.,  a Delaware  Limited  Partnership  By ICON
Capital Corp., its general partner

ICON INCOME FUND NINE, LLC, a Delaware Limited Liability Company
By:   ICON Capital Corp., its manager


By:_______________________________
         Paul B. Weiss, President
         Address for Notices:
         ICON INCOME FUND NINE, LLC
         Attention: General Counsel
         100 5thAvenue, 10th Floor
         New York, New York 10011
         Facsimile No.: (212) 418-4739


COMERICA BANK-CALIFORNIA, a California banking corporation

By:______________________________
         John Esposito, Vice President

By:_________________________
         Paul B. Weiss, President


ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership;;
By ICON Capital corp., its general partner

By:__________________________
         Paul B. Weiss, President











<PAGE>





                               THIRD AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


     This THIRD  AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of July 31, 2003 by and between ICON Cash Flow  Partners L.P.  Seven,  a
Delaware  limited  partnership  ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware  limited  partnership  ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited  partnership  ("Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability  company  ("Borrower 4" and together with Borrower 1,
Borrower 2 and Borrower 3,  "Borrower"  or  "Borrowers"),  on the one hand,  and
Comerica Bank, successor by merger to Comerica  Bank-California  ("Lender"),  on
the other hand, with respect to the Loan and Security Agreement, dated as of May
30,  2002,  the First  Amendment  to Loan and  Security  Agreement,  dated as of
December  1, 2002,  entered  into by Borrower  1,  Borrower  2,  Borrower 3, and
Comerica  Bank-California,  the Second Amendment to Loan and Security Agreement,
dated as of April 9, 2003,  entered into by Borrower 1,  Borrower 2, Borrower 3,
Borrower 4 and Comerica Bank-California,  and the letter agreement dated May 31,
2003 entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4 and Comerica
Bank-California  (as amended and modified through but excluding the date hereof,
the "Agreement")."

                                    RECITALS

     WHEREAS, Borrower and Lender entered into the Agreement;

     WHEREAS,  the Revolving  Loan Maturity Date under the Agreement is July 31,
2003;

     WHEREAS,  Borrower has  requested  that Lender  extend the  Revolving  Loan
Maturity Date to May 31, 2004;

     WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
conditions set forth below;

         NOW, THEREFORE, IT IS AGREED THAT:

     1.  Definitions.  Unless  otherwise  indicated,  words and terms  which are
defined in the Agreement shall have the same meaning where used herein.

2.       Amendments.

          (a) The definition of "Borrowing  Base" in the Agreement is amended to
     read as follows:

          Borrowing  Base -  means  80% of the  Present  Value  of the  Eligible
     Borrowing Base Contracts, plus Pledged Cash.

          (b) A new definition of "Cash  Equivalents" is added to the Agreement,
     to read as follows:

          Cash  Equivalents - the sum  outstanding,  at any one time, of (i) all
     cash (in United  States  dollars)  owned by Borrower at such time plus (ii)
     the fair market value of all cash  equivalents  and short term  investments
     (as those terms are  defined in GAAP)  owned by  Borrower at such time,  in
     each case excluding Pledged Cash.

     (c)  The definition of "Eligible  Borrowing Base Contract" in the Agreement
          is amended by adding the following subsections:

          (l)  At the time Borrower  seeks to have Lender make a Revolving  Loan
               based on such contract, the Lessee or Debtor, as the case may be,
               must have a Standard & Poor's  bond  rating of BBB or better or a
               Risk  Rating of 3 or  better on  Lender's  internal  risk  rating
               system;

          (m)  Lender, in its sole and absolute  discretion,  determines that it
               is willing to make a Revolving Loan based on such contract;

          (n)  Lender shall have received a written acknowledgment,  in form and
               substance  satisfactory to Lender,  from the Debtor or Lessee, as
               the case may be (and from the lender or lessor if the contract is
               an Indirect  Loan Contract or an Indirect  Lease)  authenticating
               the contract,  identifying the existing  parties to the contract,
               stating  that the  contract is in full force and effect,  stating
               that no  default  exists  under  the  contract,  stating  that no
               prepayments on the contract have been made (or  identifying  such
               prepayments   if  any  have   been   made),   stating   that  the
               acknowledging   party  has  not  received  any  notice  that  the
               lender's/lessor's  interest in the contract has been  assigned or
               pledged to any other person, and providing such other information
               as Lender may request. As to contracts based on which Lender made
               a  Revolving   Loan  prior  to  July  31,   2003,   such  written
               acknowledgment  must be received  by Lender  within 45 days after
               Lender's demand to Borrower for such an acknowledgment; and

          (o)  Payments  made on  contracts  of the type  described  in Sections
               2.11(a) and 2.11(c) of this Agreement on or after October 1, 2003
               are received in the Lockbox; and payments paid to a Borrower with
               respect to contracts of the type described in Section  2.11(b) of
               this  Agreement  on or after  October 1, 2003 are received in the
               Lockbox.

     (d)  A new definition is added to the Agreement, to read as follows:

          Lockbox - has the meaning set forth in Section 2.11(a) hereof.

     (e)  A new definition is added to the Agreement, to read as follows:

          Pledged Cash - Cash owned by Borrower  maintained in a deposit account
          or deposit  accounts with Lender in the name of one or more Borrowers,
          in which Lender has a perfected  first priority  security  interest to
          secure payment and performance of the Obligations,  and which Borrower
          has agreed in writing may not be withdrawn by Borrower.

     (f)  The  definition of "Revolving  Loan Maturity Date" in the Agreement is
          amended to read as follows:

          Revolving Loan Maturity Date - May 31, 2004.

          (g)  Section 1.3.1 of the Agreement is amended to read as follows:

1.31 Facility Fee. A Facility Fee in the amount of $87,500.00 per year,  payable
     in arrears in  installments  of $21,875.00 per quarter  payable on June 30,
     September 30,  December 31, and March 31 of each year through the Revolving
     Loan Maturity  Date or, if an extension of time beyond the  Revolving  Loan
     Maturity  Date for advances and  repayment is provided,  through the end of
     the extension period.

     (h)  A new Section 2.11 is added to the Agreement to read as follows:

2.11  Lockbox.  (a) On all Loan  Contracts  and Leases based on which Lender has
made a Loan,  Borrower shall notify all Debtors and Lessees in writing, by means
of a letter in the form attached hereto as Exhibit 5, to remit all payments to a
post office box  designated  by Lender,  to which only Lender  shall have access
("Lockbox"),  and notify such Debtors and Lessees that such  designation may not
be changed without the written consent of Comerica Bank.

(b) On all Indirect Loan Contracts and Indirect Leases based on which Lender has
made a Loan,  when the  lender or lessor is not an  Affiliate  of any  Borrower,
Borrower shall notify the applicable lender or lessor in writing,  by means of a
letter in the form attached  hereto as Exhibit 6, to remit all payments  payable
to such  Borrower  to the  Lockbox,  and notify  such lender or lessor that such
designation may not be changed without the written consent of Comerica Bank.

(c) On all Indirect Loan Contracts and Indirect Leases based on which Lender has
made a Loan, when the lender or lessor is an Affiliate of any Borrower, Borrower
shall cause such lender or lessor to notify the Debtor and Lessee in writing, by
means of a  letter  in the form  attached  hereto  as  Exhibit  7, to remit  all
payments  to the  Lockbox,  and  notify  such  Debtors  and  Lessees  that  such
designation  may not be changed  without the written  consent of Comerica  Bank.
Borrower  shall also cause such  lender or lessor to execute a power of attorney
in form and substance  satisfactory to Lender  authorizing Lender to endorse and
negotiate  all items  received in the Lockbox and collect all proceeds  thereof,
and shall  obtain  the  written  consent  of all  Persons  that have a direct or
indirect  interest in the lender's or lessor's  interest in the contract to this
procedure.  (d) Borrower shall provide the notices described in subsections (a),
(b) and (c) by a means  requiring  a written  receipt  and  promptly  deliver to
Lender copies of the notices and proof of receipt by each of the recipients. For
Loan  Contracts  and Leases  based on which Lender has made a Loan prior to July
31, 2003,  such  notices  must be sent by Borrower no later than three  Business
Days after the  execution  of the Third  Amendment  to the  Agreement.  For Loan
Contracts  and Leases  based on which  Lender  makes a Loan on or after July 31,
2003,  such notices must be sent within  three  Business  Days after the Loan is
made.  All invoices and other  documents  sent by Borrower to any person to whom
the notices  described in subsections  (a), (b) and (c) are to be sent,  stating
where the recipient is to remit payment, shall identify the Lockbox as the place
to remit payment. (e) For the Loan Contracts and Leases described in subsections
(a) and (b), as long as no Event of Default has  occurred,  Lender shall deliver
the items received in the Lockbox to Borrower. For the Loan Contracts and Leases
described in subsections (a) and (b),  effective upon the occurrence of an Event
of Default,  Lender may retain items received in the Lockbox and apply them, and
the proceeds thereof, to the Obligations.  (f) For the Loan Contracts and Leases
described in subsection (c), as long as no Event of Default has occurred, Lender
shall  deliver the items  received in the  Lockbox to the  applicable  Affiliate
lender or lessor. For the Loan Contracts and Leases described in subsection (c),
effective  upon the  occurrence  of an Event of Default,  Lender may endorse and
negotiate  all items  received in the Lockbox and collect all proceeds  thereof,
apply to the  Obligations any portion thereof to which any Borrower is entitled,
and remit the excess to the applicable  Affiliate  lender or lessor on such Loan
Contract or Lease.

     (i) Section 5.12.3 of the Agreement is deleted.

     (j) Section 5.14 of the Agreement is amended to read as follows:

          5.14 Audits.  Permit  Lender or  representatives  of Lender to conduct
          audits of  Borrower's  books and  records  relating  to the  Accounts,
          Inventory,  Leases,  Loan  Contracts  and  other  Collateral  and make
          extracts  therefrom no less  frequently  than annually (or at any time
          and without notice required if an Event of Default has occurred and is
          continuing) with results satisfactory to Lender,  provided that Lender
          shall  use its best  efforts  to not  interfere  with the  conduct  of
          Borrower's  business,  and arrange for  verification  of the  Accounts
          directly with the account debtors obligated  thereon or otherwise,  of
          the  Leases  directly  with the  Lessees,  and of the  Loan  Contracts
          directly with the Debtors, all under reasonable  procedures acceptable
          to Lender  and at  Borrower's  sole  expense.  Borrower  shall pay all
          reasonable expenses incurred by Lender with respect to such audits.

          (k) Section 6.9 of the  Agreement  is amended by adding the  following
          sentence  at  the  end:  "Notwithstanding  anything  to  the  contrary
          indicated  above,  Borrower  shall not without  Lender's prior written
          consent, after the end of a particular Borrower's reinvestment period,
          pay distributions or dividends to members, partners or shareholders of
          such  particular  Borrower,  or redeem or retire any  interest  of any
          partner,  member or  shareholder  of such  particular  Borrower if any
          amount of principal,  interest or late charges remains  outstanding on
          Revolving  Loans made to such  particular  Borrower.  In  addition,  a
          Borrower  may  not use  proceeds  received  from  the  sale  or  other
          disposition  of  assets  after the end of its  reinvestment  period to
          purchase Leases, Loan Contracts or other assets."

          (l)  Section 7.1 of the Agreement is amended to read as follows:

7.1  Aggregate  Tangible  Net Worth.  All  Borrowers,  in the  aggregate,  shall
     maintain, as of the last day of the specified quarter, a Tangible Net Worth
     of not less than $155,000,000.

          (m)  Section  7.3 of the  Agreement  is deleted  and  replaced  by the
               following:

7.3  Total  Liabilities to Tangible Net Worth. All Borrowers,  in the aggregate,
     shall  maintain,  as of the  last  day of each  quarter,  a ratio  of total
     liabilities to Tangible Net Worth of not greater than 3.00 to 1.00.

          (n)  Section  7.4 of the  Agreement  is deleted  and  replaced  by the
               following:

7.4  Minimum Cash  Balance.  Borrower  shall ensure that at all times the sum of
     (a) the fair market value of Cash  Equivalents  owned by Borrower  plus (b)
     Borrower's Unused Loan Capacity totals at least $7,500,000. For purposes of
     this section, "Borrower's Unused Loan Capacity" at any point in time equals
     the  amount  by which  the  lesser  of (i) the  Borrowing  Base or (ii) the
     Maximum Revolving Amount exceeds the Obligations,  as reflected to Lender's
     reasonable  satisfaction  in the  monthly  report  described  in  the  next
     sentence. Borrower shall provide to Lender as part of its monthly Borrowing
     Base/Eligible  Borrowing  Base Contract Aging Report within 15 days of each
     month end,  information  sufficient to show the amount of Cash  Equivalents
     owned by it and its Unused Loan Capacity.

          (o)  A new  Section  10.19  is  added  to the  Agreement,  to  read as
               follows:

     10.19 Waivers and Consents.  Except as otherwise expressly provided in this
Agreement, each Borrower waives notice of any Loans, notice of the occurrence of
any  default,  Event of  Default,  or of any demand for any  payment  under this
Agreement,  notice of any action at any time taken or omitted by Lender under or
in  respect  of any of the  Obligations,  any  requirement  of  diligence  or to
mitigate damages and, generally,  to the extent permitted by applicable law, all
demands,  notices,  and other  formalities of every kind in connection with this
Agreement (except as otherwise provided in this Agreement). Each Borrower hereby
assents to, and waives notice of, any extension or  postponement of the time for
the payment of any of the  Obligations,  the acceptance of any payment of any of
the  Obligations,  the acceptance of any partial  payment  thereon,  any waiver,
consent  or other  action  or  acquiescence  by  Lender  at any time or times in
respect of any default by any Borrower in the performance or satisfaction of any
term,  covenant,  condition or provision  of this  Agreement,  any and all other
indulgences  whatsoever by Lender in respect of any of the Obligations,  and the
taking,  addition,  substitution or release, in whole or in part, at any time or
times, of any security for any of the Obligations or the addition,  substitution
or  release,  in  whole  or in  part,  of any  Borrower.  Without  limiting  the
generality of the foregoing,  each Borrower assents to any other action or delay
in acting or failure to act on the part of Lender with respect to the failure by
any  Borrower  to  comply  with any of its  respective  Obligations,  including,
without limitation, any failure strictly or diligently to assert any right or to
pursue  any  remedy or to  comply  fully  with  applicable  laws or  regulations
thereunder,  which might, but for the provisions of this section, afford grounds
for  terminating,  discharging  or relieving any Borrower,  in whole or in part,
from any of its  Obligations,  it being the intention of each Borrower  that, so
long as any of the Obligations hereunder remain unsatisfied,  the Obligations of
such Borrower shall not be discharged except by performance and then only to the
extent  of such  performance.  The  Obligations  of each  Borrower  shall not be
diminished  or  rendered   unenforceable  by  any  winding  up,  reorganization,
arrangement,  liquidation,  reconstruction or similar proceeding with respect to
any  Borrower  or Lender.  Each  Borrower  represents  and  warrants  that it is
currently informed of the financial  condition of all Borrowers and of all other
circumstances which a diligent inquiry would reveal and which bear upon the risk
of nonpayment of the  Obligations,  and will continue to keep so informed.  Each
Borrower  waives all rights and defenses  arising out of an election of remedies
by Lender.

3.   Continued Validity of Agreement.  Except as amended by this Amendment,  the
     Agreement  and all security  agreements,  guaranties,  and other  documents
     executed by Borrower with or in favor of Lender  (collectively  referred to
     as "Loan Documents"), shall continue in full force and effect as originally
     constituted  and are  ratified  and  affirmed by the parties  hereto.  Each
     reference in the Agreement or in the other Loan  Documents to the Agreement
     shall mean the  Agreement as amended  hereby  unless the context  otherwise
     requires.  This Amendment and the Agreement  shall be read as one document.
     Without limiting the generality of the foregoing, nothing in this Amendment
     entitles Borrower to receive advances of any funds, or extends the maturity
     date for repayment, beyond that expressly set forth in the Agreement.

4.   Compliance  with Loan  Documents.  Borrower 1,  Borrower 2,  Borrower 3 and
     Borrower 4 each represents and warrants to Lender as follows: (a) as of the
     date hereof, each Borrower has complied, and is in compliance,  with all of
     the terms,  covenants and  conditions  of the Loan  Agreement and the other
     Loan Documents applicable to it; (b) as of the date hereof, there exists no
     Event  of  Default  under  the  Loan  Agreement  or any of the  other  Loan
     Documents or an event which would  constitute  an Event of Default upon the
     lapse of time or upon the giving of notice and the lapse of time  specified
     therein; and (c) the representations and warranties of each Borrower in the
     Loan  Agreement  and the other  Loan  Documents  are true and with the same
     effect as though such  representations and warranties had been made by such
     Borrower  as of the date  hereof.  Each  Borrower  further  represents  and
     warrants that, upon this Amendment becoming  effective,  each Borrower will
     be in compliance  with all of the terms,  covenants,  and conditions of the
     Loan Agreement and the other Loan Documents,  and all  representations  and
     warranties will be true.

5.   Authorization.   Each  party  hereto  represents  to  the  other  that  the
     individual  executing  this  Amendment on its behalf is the duly  appointed
     signatory of such party and that such  individual  is authorized to execute
     this  Amendment  by or on  behalf  of such  party  and to take  all  action
     required by the terms of this Amendment.

6.   When  Amendment is Effective.  This  Amendment  shall be deemed binding and
     effective  as of July 31, 2003 when this  Amendment is executed by Borrower
     1, Borrower 2, Borrower 3, Borrower 4 and Lender.

7.   Captions.  Section  headings  and  numbers  have been set forth  herein for
     convenience  only.  Unless  the  contrary  is  compelled  by  the  context,
     everything  contained  in each  section  applies  equally  to  this  entire
     Amendment.

8.   No  Novation.  This  Amendment  is not  intended  to be,  and  shall not be
     construed to create, a novation or accord and satisfaction,  and, except as
     otherwise  provided  herein,  the Agreement  shall remain in full force and
     effect.

9.   Severability.  Each  provision of this  Amendment  shall be severable  from
     every other  provision of this Amendment for the purpose of determining the
     legal enforceability of any specific provision.

10.  Entire  Agreement.  This Amendment  constitutes the entire agreement by and
     between  Borrower and Banks with respect to the subject  matter  hereof and
     supersedes  all prior  and  contemporaneous  negotiations,  communications,
     discussions and agreements concerning such subject matter.

11.  Counterparts. This Amendment may be executed in any number of counterparts,
     each of  which  shall  be an  original,  but all of  which  shall  together
     constitute one and the same agreement.

                            [SIGNATURES ON NEXT PAGE]



<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.

ICON CASH FLOW PARTNERS L.P.                ICON INCOME FUND NINE, LLC,
SEVEN, a Delaware Limited Partnership       a Delaware Limited Liability Company
By ICON Capital Corp., its general partner  By:  ICON Capital Corp., its manager

By:___________________________              By:__________________________
         Paul B. Weiss, President              Paul B. Weiss, President



ICON INCOME FUND EIGHT A L.P.,               COMERICA BANK, SUCCESSOR BY MERGER
a Delaware Limited Partnership               TO COMERICA BANK-CALIFORNIA
By ICON Capital Corp., its general partner
                                             By: ___________________________
By:_____________________________
         Paul B. Weiss, President



ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership
By ICON Capital Corp., its general partner

By:______________________________
         Paul B. Weiss, President




<PAGE>






                                    Exhibit 5

                             Notice to Debtor/Lessee

                            [Stationery of Borrower]

                                     [Date]


[Name and Address
of Debtor/Lessee]

         Re:  [Identify Loan Contract/Lease]

Gentlemen:

     The undersigned is the  [lender/lessor] on the above contract.  This letter
is to inform you that the undersigned has assigned to Comerica Bank the right to
receive payments hereafter made on that contract.  Accordingly, all payments you
make to the undersigned on the above contract  should  hereafter be made payable
to   [Name   of   applicable   Borrower]   and   sent   to   Post   Office   Box
________________________[Address].  If you do not remit  your  payments  in that
manner and send the payments to that  address,  the  payments may not  discharge
your obligation under that contract.

     Thank  you  for  your  cooperation  in this  matter.  This  instruction  is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not,  however,  change the  identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.

                                                     Yours truly,

                                                     [SIGNATURE BLOCK FOR
                                                     APPLICABLE BORROWER]



Cc:  Comerica Bank



<PAGE>

                                    Exhibit 6

                      Notice to Non-Affiliate Lender/Lessor
                         on Indirect Loan Contracts and
                                Indirect Leases


                            [Stationery of Borrower]

                                     [Date]


[Name and Address
of Non-Affiliate
Lender/Lessee]

         Re:  [Identify Applicable Indirect Loan Contract/Indirect Lease]

Gentlemen:

     The undersigned is one of the  [partners/members/beneficiaries]of  [name of
Addressee]. [Name of Addressee] is the [lender/lessor] under the above contract.
This letter is to notify you that the  undersigned has assigned to Comerica Bank
the right to receive  payments  hereafter  payable by you to the  undersigned in
connection  with  that  contract.  Accordingly,  all  payments  you  make to the
undersigned in connection with that contract should hereafter be made payable to
[Name of applicable Borrower] and sent to Post Office Box ____________[Address].
If you do not remit your  payments in that manner and send the  payments to that
address, the payments may not discharge your obligation.

     Thank  you  for  your  cooperation  in this  matter.  This  instruction  is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not,  however,  change the  identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.

                                                     Yours truly,

                                                     [SIGNATURE BLOCK FOR
                                                     APPLICABLE BORROWER]


Cc:  Comerica Bank




<PAGE>

                                    Exhibit 7

                       Notice from Affiliate Lender/Lessor
                 on Indirect Loan Contracts and Indirect Leases


                     [Stationery of Affiliate Lender/Lessor]


                                     [Date]



[Name and Address
of Debtor/Lessee]

         Re:  [Identify Loan Contract/Lease]

Gentlemen:

     The undersigned is the  [lender/lessor] on the above contract.  This letter
is to inform you that the undersigned has assigned to Comerica Bank the right to
receive payments hereafter made on that contract.  Accordingly, all payments you
make to the undersigned on the above contract should  hereafter be made to [Name
of Affiliate] and sent to Post Office Box  ______________  [Address].  If you do
not remit your payment in that manner and send the payments to that address, the
payment may not discharge your obligation under that contract.

     Thank  you  for  your  cooperation  in this  matter.  This  instruction  is
irrevocable and may not be changed without the written consent of Comerica Bank.
This letter does not,  however,  change the  identity of the persons to whom you
are otherwise obligated to give notices with respect to the above contract.

                                                              Yours truly,

                                                              [SIGNATURE BLOCK
                                                              FOR AFFILIATE]


Cc:  Comerica Bank



<PAGE>


                               FOURTH AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT


     This FOURTH AMENDMENT TO LOAN AND SECURITY  AGREEMENT (the  "Amendment") is
made as of November 3, 2003 by and between ICON Cash Flow Partners L.P. Seven, a
Delaware  limited  partnership  ("Borrower 1"), ICON Income Fund Eight A L.P., a
Delaware  limited  partnership  ("Borrower 2"), ICON Income Fund Eight B L.P., a
Delaware limited  partnership  ("Borrower 3"), and ICON Income Fund Nine, LLC, a
Delaware limited liability  company  ("Borrower 4" and together with Borrower 1,
Borrower 2 and Borrower 3,  "Borrower"  or  "Borrowers"),  on the one hand,  and
Comerica Bank, successor by merger to Comerica  Bank-California  ("Lender"),  on
the other hand, with respect to the Loan and Security Agreement, dated as of May
30,  2002,  the First  Amendment  to Loan and  Security  Agreement,  dated as of
December  1, 2002,  entered  into by Borrower  1,  Borrower  2,  Borrower 3, and
Comerica  Bank-California,  the Second Amendment to Loan and Security Agreement,
dated as of April 9, 2003,  entered into by Borrower 1,  Borrower 2, Borrower 3,
Borrower 4 and Comerica Bank-California, the letter agreement dated May 31, 2003
entered  into by Borrower 1,  Borrower 2,  Borrower 3,  Borrower 4 and  Comerica
Bank-California, and the Third Amendment to Loan and Security Agreement dated as
of July 31, 2003, entered into by Borrower 1, Borrower 2, Borrower 3, Borrower 4
and  Comerica  Bank (as amended and  modified  through  but  excluding  the date
hereof, the "Agreement")."

                                    RECITALS

     WHEREAS, Borrower and Lender entered into the Agreement;

     WHEREAS,  the  Revolving  Loan Maturity Date under the Agreement is May 31,
2004;

     WHEREAS,  Borrower has  requested  that Lender  extend the  Revolving  Loan
Maturity  Date to  December  31,  2004 and make  certain  other  changes  in the
Agreement;

     WHEREAS, Lender is willing to agree to Borrower's request, on the terms and
conditions set forth below;

         NOW, THEREFORE, IT IS AGREED THAT:

     1.  Definitions.  Unless  otherwise  indicated,  words and terms  which are
defined in the Agreement shall have the same meaning where used herein.

     3. Amendments.

     (a) The  definition of "Revolving  Loan Maturity  Date" in the Agreement is
     amended to read as follows:

                        Revolving Loan Maturity Date - December 31, 2004.

     (b)  Section 1.11 of the Agreement is deleted.

     (c)  Section 3.1.5 of the Agreement is amended to read as follows:

     3.1.5Insurance.  Borrower  shall  have  delivered  to  Lender  satisfactory
          evidence  of  insurance  coverage  required  by  Section  5.3 of  this
          Agreement, to the extent requested by Lender.

     (d)  Section 5.3 of the Agreement is amended to read as follows:

          5.3 Insurance.  Maintain, or cause the Lessee under each Lease and the
     Debtor  under each Loan  Contract or Indirect  Loan  Contract to  maintain,
     insurance  on the  equipment  subject  thereto with  responsible  insurance
     carriers,  insuring  against  loss or  damage  by fire,  theft,  explosion,
     sprinklers and all other hazards and risks  ordinarily  insured  against by
     other  owners who use such  equipment in similar  businesses,  for the full
     insurable value thereof;  and provide  evidence of such insurance to Lender
     upon Lender's  request.  This Section 5.3 does not require Borrower to have
     Lender added as a loss payee or  additional  insured on insurance  policies
     for Revolving Loan Contracts, although Lender may impose such a requirement
     if an Event of Default has occurred.

     3. Continued  Validity of Agreement.  Except as amended by this  Amendment,
the  Agreement  and all security  agreements,  guaranties,  and other  documents
executed by  Borrower  with or in favor of Lender  (collectively  referred to as
"Loan  Documents"),  shall  continue  in full  force and  effect  as  originally
constituted and are ratified and affirmed by the parties hereto.  Each reference
in the Agreement or in the other Loan Documents to the Agreement  shall mean the
Agreement  as  amended  hereby  unless  the  context  otherwise  requires.  This
Amendment and the Agreement shall be read as one document.  Without limiting the
generality of the  foregoing,  nothing in this  Amendment  entitles  Borrower to
receive  advances of any funds,  or extends  the  maturity  date for  repayment,
beyond that expressly set forth in the Agreement.

     4. Compliance  with Loan Documents.  Borrower 1, Borrower 2, Borrower 3 and
Borrower 4 each represents and warrants to Lender as follows: (a) as of the date
hereof, each Borrower has complied, and is in compliance, with all of the terms,
covenants  and  conditions of the Loan  Agreement  and the other Loan  Documents
applicable  to it; (b) as of the date  hereof,  there exists no Event of Default
under the Loan  Agreement  or any of the other Loan  Documents or an event which
would  constitute  an Event of Default upon the lapse of time or upon the giving
of notice and the lapse of time specified therein;  and (c) the  representations
and  warranties  of each  Borrower  in the Loan  Agreement  and the  other  Loan
Documents are true and with the same effect as though such  representations  and
warranties  had been made by such Borrower as of the date hereof.  Each Borrower
further  represents and warrants that, upon this Amendment  becoming  effective,
each  Borrower  will be in  compliance  with all of the  terms,  covenants,  and
conditions  of the  Loan  Agreement  and  the  other  Loan  Documents,  and  all
representations and warranties will be true.

     5.  Authorization.  Each  party  hereto  represents  to the other  that the
individual  executing  this  Amendment  on  its  behalf  is the  duly  appointed
signatory of such party and that such  individual  is authorized to execute this
Amendment  by or on behalf of such party and to take all action  required by the
terms of this Amendment.

     6. When Amendment is Effective.  This Amendment shall be deemed binding and
effective as of November 3, 2003 when this  Amendment is executed by Borrower 1,
Borrower 2, Borrower 3, Borrower 4 and Lender.

     7.  Captions.  Section  headings and numbers have been set forth herein for
convenience  only.  Unless the contrary is compelled by the context,  everything
contained in each section applies equally to this entire Amendment.

     8. No  Novation.  This  Amendment  is not  intended to be, and shall not be
construed  to create,  a novation  or accord and  satisfaction,  and,  except as
otherwise provided herein, the Agreement shall remain in full force and effect.

     9.  Severability.  Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal
enforceability of any specific provision.

     10. Entire  Agreement.  This Amendment  constitutes the entire agreement by
and between  Borrower  and Banks with respect to the subject  matter  hereof and
supersedes   all  prior  and   contemporaneous   negotiations,   communications,
discussions and agreements concerning such subject matter.

     11.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
together constitute one and the same agreement.

                            [SIGNATURES ON NEXT PAGE]



<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Amendment as of the date first set forth above.

ICON CASH FLOW PARTNERS L.P.                ICON INCOME FUND NINE, LLC,
SEVEN, a Delaware Limited Partnership       a Delaware Limited Liability Company
By ICON Capital Corp., its general partner  By:  ICON Capital Corp., its manager

By:___________________________              By:__________________________
         Paul B. Weiss, President             Paul B. Weiss, President



ICON INCOME FUND EIGHT A L.P.,                COMERICA BANK, SUCCESSOR BY MERGER
a Delaware Limited Partnership                TO COMERICA BANK-CALIFORNIA
By ICON Capital Corp., its general partner
                                              By: ___________________________
By:_____________________________                  Todd Robertson
         Paul B. Weiss, President                 Corporate BankingOfficer-
                                                  Western Division



ICON INCOME FUND EIGHT B L.P.,
a Delaware Limited Partnership
By ICON Capital Corp., its general partner

By:______________________________
         Paul B. Weiss, President