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, 2004
                          ------------------------------------------------------
                                                     or

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

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 the registrant.

<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>

Item

<S>                                                                             <C>
PART I

1.   Business                                                                     3-5

2.   Properties                                                                     5

3.   Legal Proceedings                                                              5

4.   Submission of Matters to a Vote of Security Holders                            5

PART II

5.   Market for the Registrant's Securities and Related Security Holder Matters     6

6.   Selected Consolidated Financial Data                                           7

7.   General Partner's Discussion and Analysis of Financial Condition and
     Results of Operations                                                       8-18

7A.  Qualitative and Quantitative Disclosures About Market Risk                    19

8.   Consolidated Financial Statements                                          20-42

9.   Changes in and Disagreements with Accountants on Accounting and Financial
     Disclosure                                                                    43

9A.  Controls and Procedures                                                       43

9B.  Other Information                                                             43

PART III

10. Directors and Executive Officers of the Registrant's General Partner        44-45

11. Executive Compensation                                                         45

12. Security Ownership of Certain Beneficial Owners and Management                 46

13. Certain Relationships and Related Transactions                                 46

14. Principal Accountant Fees and Services                                         46

PART IV

15. Exhibits, Financial Statement Schedules                                        47

SIGNATURES                                                                         48

         Certifications                                                         49-52

</TABLE>


                                       2
<PAGE>
                                     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. When used in this report, the terms "we"
"us" and "ours" refers to the Partnership.

     Our maximum offering was $75,000,000 and we commenced  business  operations
on our initial  closing  date,  October 14, 1998,  with the  admission of 12,000
limited  partnership units at $100 per unit  representing  $1,200,000 of capital
contributions.  Between October 15, 1998 and May 17, 2000, the date of our 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  2004,  we  redeemed
10,449.64 limited partnership units leaving 739,515.40 limited partnership units
outstanding at December 31, 2004.

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

     Segment Information

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

     Narrative Description of Business

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

     Our  reinvestment  period is  anticipated to end during the summer of 2005.
However, we may extend the reinvestment period for an additional three years, at
our discretion.  During the disposition  period,  we will continue to distribute
substantially all distributable  cash from operations and equipment sales to the
partners and continue the orderly  termination of our operations and affairs. If
we believe it would  benefit  investors  to reinvest  our cash flow in equipment
during the  disposition  period,  we may do so, but the General Partner will not
receive any additional fees in connection with such  reinvestments.  Our goal is
to  complete  the  disposition  period  in  three  years  after  the  end of the
reinvestment period, but it may take longer to do so.

     At  December  31, 2004 and 2003,  we had total  assets of  $55,918,196  and
$48,073,352,  respectively.  During the year ended  December 31, 2004, our total
revenue  was  $7,581,851,  which  included  three  leases  which  accounted  for
approximately  84% of our total rental  revenue.  We incurred a net loss for the
year ended December 31, 2004 of $3,521,353. For the year ended December 31, 2003
our total revenue was $8,406,757  which included four leases which accounted for
approximately  77% of our total rental  revenue.  We incurred a net loss for the
year ended December 31, 2003 of $7,912,634. For the year ended December 31, 2002
our total revenue was $11,200,364 which included five leases which accounted for
approximately  88% of our total rental  revenue.  We incurred a net loss for the
year ended December 31, 2002 of $1,196,680.

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

     Our Competition

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

                                       3
<PAGE>

     Lease Transactions

     During the year  ended  December  31,  2004,  we  engaged in the  following
purchases  and  financings  of  additional  equipment.  We did not  purchase nor
finance and additional equipment for the years ended December 31, 2003 and 2002.

     Acquisition of a 1979 McDonnell Douglas DC-10-30F Aircraft

     On March  31,  2004 we and ICON  Income  Fund Ten,  LLC  ("Fund  Ten"),  an
affiliate,  formed a joint venture,  ICON Aircraft  46837,  LLC ("ICON  Aircraft
46837"),  for the  purpose  of  acquiring  a 1979  McDonnell  Douglas  DC-10-30F
aircraft  on lease to Federal  Express  Corporation  ("FedEx")  with a remaining
lease term of 36 months.  We acquired a 28.6%  ownership  interest in this joint
venture for a total of  approximately  $6,065,000,  consisting of  approximately
$1,100,000  in  cash  and  the   assumption  of   approximately   $4,965,000  of
non-recourse  debt. The non-recourse  debt accrues interest at 4.0% per year and
matures in March 2007. The lender has a security interest in the aircraft and an
assignment of the rental payments under the lease with FedEx.

     We had an option to acquire an  additional  61.4%  ownership  interest from
Fund Ten. The cost of the option was $419,672,  which  included  $10,000 paid to
Fund Ten and $409,672 paid to the General Partner as an acquisition fee. On July
1, 2004,  this  option was  exercised  and Fund Ten sold 61.4% of its  ownership
interest to us giving us a 90% ownership  interest in ICON Aircraft 46837.  Fund
Ten  received   approximately   $2,297,000  for  its  61.40%  interest.  We  now
consolidate  ICON  Aircraft  46837's  balance sheet at December 31, 2004 and the
results  of  operations  and cash  flows  for the  period  from  July 1, 2004 to
December 31, 2004.

     FedEx is a global provider of  transportation,  e-commerce and supply chain
management services. Services offered by its companies include worldwide express
delivery, ground small-package delivery,  less-than-truck load freight delivery,
express  delivery,  global  logistics,   supply  chain  management  and  customs
brokerage, as well as trade facilitation and electronic commerce solutions. This
information was obtained from http://www.hoovers.com.

     Sale of Boeing Aircraft

     During July 2004, one of our joint ventures,  ICON Aircraft 24846, sold its
only asset, a Boeing  767-300ER,  for a loss of approximately  $601,800 of which
our share was approximately  $12,000. The General Partner had determined that it
was in the best  interest  of ICON  Aircraft  24846 and its  members to sell the
Boeing 767-300ER  aircraft to BTM Capital Corp., the lender, for an amount equal
to the then  outstanding  debt  balance.  The  decision to sell the aircraft was
based, in part, on the following factors: (i) the aircraft's current fair market
value was estimated to be between $24,000,000 and $27,000,000 and the balance of
the outstanding debt was $34,500,000;  (ii) any new lease for the aircraft would
have  required  an  additional  $850,000  in equity (at a  minimum)  in order to
reconfigure  the  aircraft  and  upgrade  the  engines;  and (iii) if we were to
continue to remarket the aircraft,  the lender would have required interest only
payments of approximately $100,000 per month until the aircraft was re-leased.

     Acquisition of Additional Interest in ICON/Boardman Facility

     We and several  affiliates  have  ownership  interests in a joint  venture,
ICON/Boardman  Facility  LLC ("ICON  BF"),  for the purpose of  acquiring a coal
handling  facility on lease with Portland  General Electric  ("PGE"),  a utility
company.  On  September  24, 2004,  ICON Cash Flow  Partners  L.P.  Seven ("L.P.
Seven")  assigned  its entire  .0525%  ownership  interest  in ICON BF to us for
$65,325,  thereby  increasing  our  ownership  in  ICON  BF  to  99.4975%.  This
assignment  was made in order  for L.P.  Seven  to repay  its  outstanding  debt
obligation to us as required by the Contribution Agreement,  which is more fully
explained  elsewhere in this document (Refer to Financing and Borrowings located
in  Liquidity  and Capital  Resources  section).  This amount  represented  L.P.
Seven's  proportionate  fair  value  of  L.P.  Seven's  interest  in  ICON BF at
September  24, 2004.  This amount was  determined to represent the fair value of
the Partnership's  interest in ICON BF based upon the expected net proceeds from
the sale of the coal handling facility currently being negotiated.

     Dissolution of ICON/AIC Trust

     ICON AIC/Trust sold its remaining  leases,  subject to the related debt, in
exchange for a note receivable of (pound)2,575,000  ($3,744,822 converted at the
exchange  rate at  December  31,  2001)  which was  payable in six  installments
through  June  2004.  In July  2004,  the  final  installment  on the  note  was
collected,  and distributed.  On September 30, 2004, AIC Trust was dissolved. We
recognized a gain of $177,832  from the  dissolution  of its  investment  in AIC
Trust.

                                       4
<PAGE>

     Acquisition of Rowan Cash Flow

     On November  24,  2004,  L.P.  Seven  assigned  .8% of its  interest in the
profits, losses and future cash flows of a mobile offshore drilling rig, subject
to a lease with Rowan  Companies,  Inc. to us for $200,000.  This assignment was
made in order for L.P. Seven to repay its  outstanding  debt obligation to us as
required by the Contribution Agreement,  which is more fully explained elsewhere
in this document  (See  Financing  and  Borrowings  located in the Liquidity and
Capital Resources section).  This amount represented L.P. Seven's  proportionate
fair value of L.P.  Seven's  interest  in the mobile  offshore  drilling  rig at
November  24,  2004.  The fair value of the  mobile  offshore  drilling  rig was
determined using an independent third party appraisal and cash flow analysis.

     Modular Furniture

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

     Available Information

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

Item 2. Properties

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

Item 3. Legal Proceedings

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

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

     No matters  were  submitted  to a vote of  security  holders for the fourth
quarter 2004.

                                       5
<PAGE>

                                     PART II

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

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

                                       Number of Equity Security Holders
         Title of Class                      as of March 18, 2005
   ---------------------------     ---------------------------------------
         General Partner                                 1
        Limited Partners                               2,894

     We do not,  in the normal  course of  business,  pay  dividends.  We do pay
monthly  distributions  to our partners  beginning  with their  admission to the
Partnership through the termination of the operating period, which we anticipate
will be during the summer of 2005. For the years ended  December 31, 2004,  2003
and 2002, we paid  distributions  to our limited partners  totaling  $3,924,505,
$6,040,214 and $8,000,244,  respectively.  For the years ended December 31, 2004
2003 and 2002, we paid  distributions to our General Partner  totaling  $40,221,
$61,012 and $80,811, respectively.

     In order for National  Association of Securities  Dealers  ("NASD") members
and their  associated  persons to have  participated in the offering and sale of
interests  in limited  partnership  units (the  "Units")  pursuant to the fourth
offering or to participate in any future  offering of our Units, we are required
pursuant to NASD Rule  2710(c)(6) to disclose in each annual report  distributed
to our limited  partners a per unit estimated value of our Units,  the method by
which we  developed  the  estimated  value  and the  date  used to  develop  the
estimated value. In addition, our General Partner must prepare annual statements
our estimated Unit values to assist  fiduciaries of retirement  plans subject to
the annual  reporting  requirements of Employee  Retirement  Income Security Act
("ERISA") in the  preparation of their reports  relating to an investment in our
Units.  For these  purposes,  the  estimated  value of our Units is deemed to be
$39.33 per Unit at September 30, 2004.

     This  estimate  was based on the  amount of  remaining  undiscounted  lease
payments on our existing  leases,  the booked  estimated  residual values of the
equipment held by us upon the  termination of those leases and our cash on hand.
From this amount we then subtracted our total debt  outstanding and then divided
that sum by the total  number of Units  outstanding.  This  valuation  was based
solely on the General  Partner's  perception of market  conditions and the types
and amounts of our assets. No independent valuation was sought.  However, as set
forth below, there is no significant public trading market for our Units at this
time, and there can be no assurance  that limited  partners could receive $39.33
per Unit if such a market did exist and they sold their  Units or that they will
be able to receive  such  amount for their Units in the  future.  The  foregoing
valuation was performed solely for the ERISA and NASD purposes  described above.
There  is no  market  for our  Units,  and,  accordingly,  this  value  does not
represent an estimate of the amount a limited  partner  would receive if he were
to seek to sell his  Units.  Furthermore,  there can be no  assurance  as to the
amount we may actually  receive if and when we seek to  liquidate  our assets or
the amount of lease payments and equipment disposition proceeds we will actually
receive over our  remaining  term.  Our limited  partnership  interests  are not
publicly  traded nor is there  currently  a market for our  limited  partnership
units. It is unlikely that any such market will develop.

                                       6
<PAGE>
     Item 6. Selected Consolidated Financial Data

     The  selected  financial  data  should  be read  in  conjunction  with  the
consolidated  financial  statements  and  related  notes  included  in  Item  8,
Financial Statements and Supplemental Data contained elsewhere in this report.

<TABLE>
<CAPTION>
                                                                Years Ended December 31,
                                           --------------------------------------------------------------------
                                           2004              2003            2002            2001          2000
                                           ----              ----            ----            ----          ----
<S>                                   <C>              <C>             <C>              <C>             <C>
 Total revenue (a)                    $   7,581,851    $  8,406,757    $  11,200,364    $  12,975,571   $ 14,229,916
                                      =============    ============    =============    =============   ============

 Net (loss) income (b)                $  (3,521,353)   $ (7,912,634)   $  (1,196,680)   $     (29,316)  $    102,001
                                      =============    ============    =============    =============   ============

 Net (loss) income allocable
 to the limited partner               $  (3,486,139)   $ (7,833,508)   $  (1,184,713)   $     (29,023)  $    100,981
                                      =============    ============    =============    =============   ============

 Net (loss) income allocable
   to the General Partner             $     (35,214)   $    (79,126)   $     (11,967)   $        (293)  $      1,020
                                      =============    ============    =============    =============   ============

Weighted average limited partnership
   units outstanding                  $     739,966    $     742,719   $     744,600    $     746,378   $   710,779
                                      =============    ============    =============    =============   ============

 Net (loss) income per weighted
   average  limited partnership unit  $       (4.71)   $     (10.55)   $       (1.59)   $      (0.04)   $       0.14
                                      =============    ============    =============    =============   ============

 Distributions to limited partners    $   3,924,505    $  6,040,214    $   8,000,244    $   8,022,337   $  7,640,879
                                      =============    ============    =============    =============   ===========

 Distributions per weighted average
   limited partnership unit           $        5.30    $       8.13    $       10.74    $       10.75   $      10.75
                                      =============    ============    =============    =============   ============

 Distributions to the General Partner $      40,221    $     61,012    $      80,811    $      81,039   $     77,127
                                      =============    ============    =============    =============   ============
</TABLE>

<TABLE>
<CAPTION>
                                                    December 31,
                       -------------------------------------------------------------------------
                       2004              2003             2002               2001          2000
                       ----              ----             ----               ----          ----
<S>                <C>              <C>               <C>               <C>              <C>
 Total assets      $55,918,196      $48,073,352       $91,208,154       $107,774,081     $130,291,422
                   ===========      ===========       ===========       ============     ============
 Notes payable     $38,271,477      $23,358,727       $51,474,674       $ 59,507,566     $ 73,114,595
                   ===========      ===========       ===========       ============     ============
 Partner's equity  $16,607,978      $23,604,943       $37,661,379       $ 47,108,809     $ 55,293,693
                   ===========      ===========       ===========       ============     ============
</TABLE>

     (a) In 2003 we had an early  termination  of two  leases  of  approximately
$2,547,000 or approximately $3.40 per limited partnership unit.

     (a) In 2002 we had an early termination of two leases due to the bankruptcy
filing  of the  lessee  and the  expiration  of  five  leases  of  approximately
$2,498,000 or approximately $3.30 per limited partnership unit.

     (b)  In  2003  we  had  losses  from  terminated  leases  of  approximately
$7,365,000 or approximately $9.90 per limited partnership unit.

     (b) In 2002 we had a full year effect of the 2001  reclassification  in the
amount  of  approximately   $1,287,000  or  approximately   $1.70  per.  limited
partnership  unit.  We also  recorded a  provision  for bad debt of  $300,000 or
approximately $.40 per limited partnership unit.

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

Forward-Looking  Information  - Certain  statements  within  this  document  may
constitute   forward-looking  statements  within  the  meaning  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. We believe 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.  Any such  forward-looking
statements  are  subject to risks and  uncertainties  and our future  results of
operations   could  differ   materially  from  historical   results  or  current
expectations.  Some of these risks are  discussed in this  report,  and include,
without limitation, fluctuations in oil and gas prices; level of fleet additions
by  competitors  and  industry  overcapacity;   changing  customer  demands  for
aircraft; acts of terrorism;  unsettled political conditions,  war, civil unrest
and governmental  actions,  and environmental and labor laws. Our actual results
could  differ  materially  from  those   anticipated  by  such   forward-looking
statements due to a number of factors,  some of which may be beyond our control,
including, without limitation:

o    changes in our industry, interest rates or the general economy;

o    the degree and nature of our competition;

o    availability of qualified personnel;

o    cash flows from operating  activities may be less than our current level of
     expenses and debt obligations;

o    the financial condition of lessees; and

o    lessee defaults.

a.       Overview

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

     Capital Resources and Liquidity

     We initially  invested  most of the net proceeds from our offering in items
of equipment subject to a lease. Additionally,  additional investments have been
made with the cash  generated  from our initial  investments  to the extent that
cash has not been needed for expenses,  reserves and distributions to investors.
The investment in additional equipment in this manner is called  "reinvestment."
We anticipate  purchasing  equipment from time to time until five years from the
date we completed the offering of limited  partnership  interests,  which we may
extend at our  discretion  for an  additional  three  years.  That time frame is
called the "reinvestment  period." After the "reinvestment period," we will then
sell our assets in the  ordinary  course of business  during a time frame called
the "disposition  period." If we believe it would benefit  investors to reinvest
our cash flow in equipment during the disposition  period, we may do so, but the
General  Partner will not receive any  additional  fees in connection  with such
reinvestments.  Our goal is to complete  the  disposition  period in three years
after  the end of the  reinvestment  period,  but it may take  longer  to do so.
Accordingly,  an investor  should expect to hold his units for at least 10 years
from the time he invests.

                                       8
<PAGE>
     Our  current  portfolio,  which we hold either  directly  or through  joint
venture  investments  with  affiliates  and others,  consists  primarily  of the
following equipment subject to lease:

     Air Transportation Industry:

o    We have a 90% interest in a McDonnell Douglas DC-10-30F aircraft subject to
     lease with FedEx. The lease has a remaining term of 30 months.  Our portion
     of  the  purchase  price  was  approximately   $18,999,000   consisting  of
     approximately $3,783,000 in cash and the assumption of non-recourse debt of
     approximately  $15,216,000.  The  lender  has a  security  interest  in the
     aircraft and an assignment of the rental payments under the lease.

o    We have a 100%  interest in a Boeing  737-200  aircraft on lease to America
     West  Corporation.  The lease is  scheduled to expire on December 31, 2005.
     The total aggregate purchase price was approximately  $6,569,000 consisting
     of approximately $1,535,000 in cash and the assumption of non-recourse debt
     of  approximately  $5,034,000.  The lender has a security  interest  in the
     aircraft and an assignment of the rental payments under the lease.

o    We have a 100%  interest in a Boeing  737-200  aircraft on lease to America
     West  Corporation.  The lease is  scheduled to expire on December 31, 2005.
     The total aggregate purchase price was approximately  $6,650,000 consisting
     of approximately $1,615,000 in cash and the assumption of non-recourse debt
     of  approximately  $5,035,000.  The lender has a security  interest  in the
     aircraft and an assignment of the rental payments under the lease.

o    We have a 100% interest in various  aircraft  rotables that were originally
     on lease to Sabena  Belgian  World  Airways and Sabena Oman.  The aggregate
     purchase  price of the parts for Sabena  Belgian  World  Airways and Sabena
     Oman was $2,978,345 and $1,961,000,  respectively. All of this equipment is
     currently off lease and being remarketed.

     Energy Industry

o    We have a 99.4975%  interest in equipment used in a coal handling  facility
     on lease to PGE. The lease has been extended and is currently  scheduled to
     expire on July 23,  2010,  at which time the lessee has the option to renew
     for another 20 years. The purchase price of the equipment was approximately
     $27,422,000,  consisting  of  approximately  $15,193,000  in  cash  and the
     assumption of non-recourse  debt of  approximately  $12,229,000.  On May 6,
     2004, we refinanced our non-recourse  debt for $11,193,368  which is due on
     January 23, 2010 and accrues  interest at 3.65% per year.  We are currently
     in  negotiations  with PGE for the purchase of the coal  handling  facility
     from us and anticipate completion of the sale during 2005.

o    We have a 100% interest in one tugboat ("M/V  MICHIGAN")  bearing  official
     number 650770 and one oil barge ("GREAT  LAKES")  bearing  official  number
     650771 on lease to Keystone Great Lakes,  whose  obligations are ultimately
     guaranteed  by BP Amoco Plc. The lease is scheduled to expire on January 1,
     2008.  The purchase price of the equipment was  approximately  $12,923,000,
     consisting  of  approximately  $5,628,000  in cash  and the  assumption  of
     approximately $7,295,000 of non-recourse debt.

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

     Portfolio Activity

     Acquisition of 1979 McDonnell Douglas DC-10-30F Aircraft

     During March 2004, we and Fund Ten, an affiliate,  formed a joint  venture,
ICON  Aircraft  46837,  for the purpose of  acquiring a 1979  McDonnell  Douglas
DC-10-30F  aircraft on lease to FedEx with a remaining  lease term of 36 months.
We  initially  acquired a 28.6%  ownership  interest  in this joint  venture for
approximately $6,065,000, consisting of approximately $1,100,000 in cash and the
assumption of approximately $4,965,000 of non-recourse debt.

     We had an option to acquire an  additional  61.4%  ownership  interest from
Fund Ten. The cost of the option was $419,672,  which  included  $10,000 paid to
Fund Ten and $409,672 paid to the General Partner as an acquisition  fee. During
the third  quarter 2004 this option was exercised and Fund Ten sold 61.4% of its
ownership  interest to us giving us a 90%  ownership  interest in ICON  Aircraft
46837. Fund Ten received $2,296,879 from us.

                                       9
<PAGE>
     Acquisition of Additional Interest in ICON/Boardman Facility

     We and several affiliates have ownership interests in a joint venture, ICON
BF, for the purpose of acquiring a coal  handling  facility on lease with PGE, a
utility  company.  On September 24, 2004,  L.P. Seven assigned its entire .0525%
ownership  interest  in  ICON  BF to us  for  $65,325,  thereby  increasing  our
ownership in ICON BF to  99.4975%.  This  assignment  was made in order for L.P.
Seven  to  repay  its  outstanding  debt  obligation  to us as  required  by the
Contribution Agreement, which is more fully explained elsewhere in this document
(Refer to Financing and  Borrowings  located in Liquidity and Capital  Resources
section).  This amount represented L.P. Seven's proportionate fair value of L.P.
Seven's interest in ICON BF at September 24, 2004. This amount was determined to
represent the fair value of the Partnership's interest in ICON BF based upon the
expected net proceeds from the sale of the coal handling facility.

     Sale of Boeing Aircraft

     During July 2004, one of our joint ventures,  ICON Aircraft 24846, sold its
only asset, a Boeing  767-300ER,  for a loss of approximately  $601,800 of which
our share was approximately  $12,000. The General Partner had determined that it
was in the best  interest  of ICON  Aircraft  24846 and its  members to sell the
Boeing 767-300ER  aircraft to BTM Capital Corp., the lender, for an amount equal
to the then  outstanding  debt  balance.  The  decision to sell the aircraft was
based, in part, on the following factors: (i) the aircraft's current fair market
value was estimated to be between $24,000,000 and $27,000,000 and the balance of
the outstanding debt was $34,500,000;  (ii) any new lease for the aircraft would
have  required  an  additional  $850,000  in equity (at a  minimum)  in order to
reconfigure  the  aircraft  and  upgrade  the  engines;  and (iii) if we were to
continue to remarket the aircraft,  the lender would have required interest only
payments of approximately $100,000 per month until the aircraft was re-leased.

     Dissolution of AIC Trust

     ICON AIC/Trust sold its remaining  leases,  subject to the related debt, in
exchange for a note receivable of (pound)2,575,000  ($3,744,822 converted at the
exchange  rate at  December  31,  2001)  which was  payable in six  installments
through  June  2004.  In July  2004,  the  final  installment  on the  note  was
collected,  and distributed.  On September 30, 2004, AIC Trust was dissolved. We
recognized a gain of $177,832  from the  dissolution  of its  investment  in AIC
Trust.

     Acquisition of Rowan Cash Flow

     On November  24,  2004,  L.P.  Seven  assigned  .8% of its  interest in the
profits, losses and future cash flows of a mobile offshore drilling rig, subject
to a lease with Rowan  Companies,  Inc. to us for $200,000.  This assignment was
made in order for L.P. Seven to repay its  outstanding  debt obligation to us as
required by the Contribution Agreement,  which is more fully explained elsewhere
in this document  (See  Financing  and  Borrowings  located in the Liquidity and
Capital Resources section).  This amount represented L.P. Seven's  proportionate
fair value of L.P.  Seven's  interest  in the mobile  offshore  drilling  rig at
November  24,  2004.  The fair value of the  mobile  offshore  drilling  rig was
determined using an independent third party appraisal and cash flow analysis.

     Sale of Airplane Rotables

     For the year ended  December 31, 2004,  we sold  approximately  $108,000 in
airplane  rotables.  This amount has been  recorded as a recovery of the cost of
the equipment held for sale or lease investment  therefore;  no gain or loss has
been recognized.

     Modular Furniture

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

     Economic and Industry Factors

     Our results continue to be impacted by a number of factors  influencing the
United States of America's  economy as well as the equipment  leasing  industry,
some of which are discussed below.

                                       10
<PAGE>

     United States Economy

     The economy of the United States of America  appears to be recovering,  and
the leasing  industry's  outlook for the foreseeable  future is encouraging.  We
foresee an  increase  in capital  spending by  corporations  through  2007 which
should increase available leases, and to that end, we believe there will be 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.
Other factors which may negatively  affect the leasing industry are the proposed
legal and  regulatory  changes  that may affect tax  benefits of leasing and the
continued misperception by potential lessees,  stemming from Enron, WorldCom and
others, that leasing should not play a central role as a financing  alternative.
However,  as economic growth  continues and interest rates  inevitably  begin to
rise  over  time,  we are  optimistic  that  more  lessees  will  return  to the
marketplace.

     Air Transportation Industry

     The  domestic  aircraft  leasing  industry  has been on the  downside  of a
business  cycle and  continues to remain  there.  This has resulted in depressed
sales prices for assets such as our aircraft interests.  It does not appear that
the industry will recover  significantly in the very near future especially with
the  recent  increases  in the price of  gasoline  and the fare wars  within the
domestic air  transportation  industry.  We are optimistic  that a recovery will
occur within two to three years.  However,  a further  weakening of the industry
could cause the  proceeds  realized  from the future sale of our  aircraft to be
even less than suggested by recent appraisals.

     Energy Industry

     The energy  industry,  which  includes our  investment in the coal handling
facility and our investment in the tug boat, is highly cyclical and dependent on
numerous factors,  including the current level of exploration and development of
offshore oil areas.  Despite the current high prices of oil, oil  companies  are
reluctant to make the capital  investment  necessary in shelf  drilling,  as the
high energy prices are perceived as being temporary by oil companies.

     Inability to Remarket Assets

     The market for some of our assets is not very liquid.  If current equipment
lessees  choose not to renew  their  leases or  purchase  other  equipment  upon
expiration of the existing lease, we will need to remarket the equipment.  There
is no assurance that we will be able to locate a willing buyer or lessee for our
assets, or if one is located,  that the buyer or lessee will pay a price for the
asset at least equal to the appraised value.

     Critical Accounting Policies

     An  appreciation  of our  critical  accounting  policies  is  necessary  to
understand our financial results. These policies may require the Manager to make
difficult and subjective  judgments  regarding  uncertainties,  and as a result,
such estimates may significantly  impact our financial results. The precision of
these  estimates  and the  likelihood  of future  changes  depend on a number of
underlying variables and a range of possible outcomes.

                                       11
<PAGE>

     We  applied  our  critical   accounting  policies  and  estimation  methods
consistently  in all periods  presented.  We consider the  following  accounting
policies to be critical to our business:

o        Lease classification and revenue recognition
o        Asset impairments
o        Depreciation

     Lease Classification and Revenue Recognition

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

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

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

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

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

                                       12
<PAGE>

     Asset Impairments

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

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

     Depreciation

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

     New Accounting Pronouncements

     During   December  2004,  the  FASB  issued  SFAS  No.  153  "Exchanges  of
Nonmonetary  Assets--an  amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153
is based on the  principle  that  exchanges  of  nonmonetary  assets  should  be
measured  based on the fair  value of the  assets  exchanged.  The  guidance  in
Opinion  29,  however,  included  certain  exceptions  to that  principle.  This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges of nonmonetary assets that do not have commercial substance.  SFAS 153
is effective for  nonmonetary  exchanges  occurring in fiscal periods  beginning
after June 15, 2005. We do not expect the adoption of SFAS 153 to have an impact
on our financial position or results of operations.

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

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

         Revenue for 2004 and 2003 are summarized as follows:

<TABLE>
<CAPTION>
                                                                Years Ended December 31,
                                                             2004           2003        Change
                                                             ----           ----        ------

<S>                                                    <C>             <C>            <C>
Total revenue                                          $   7,581,851   $  8,406,757   $ (824,906)
                                                       =============   ===========    ==========

Rental income                                             $4,853,982   $  4,242,768   $  611,214
Finance income                                             2,331,181      2,924,694     (593,513)
Income (loss) from investments in joint ventures             120,762        (53,618)     174,380
Net gain (loss) on sales of equipment                             -         675,825     (675,825)
Gain from investment in unguaranteed residual values         124,206        616,690     (492,484)
Interest and other income                                    151,720            398      151,322
</TABLE>
                                       13
<PAGE>

     Revenues for 2004,  decreased  by $824,906 or 10% as compared to 2003.  The
increase  in rental  income is due  primarily  to the  consolidation  of a joint
venture,  ICON Aircraft  46837 for the six months ended  December 31, 2004.  The
decrease in finance income is due to several factors.  We renegotiated of one of
our leases with Regus Business Center  ("Regus") during 2003 which resulted to a
reduction of finance  income  during 2004.  The  renegotiation  was related to a
bankruptcy filing by Regus. Additionally, there were two lease terminations with
Rental Services Corp.,  during 2003 and another lease  termination  with E*Trade
during 2003. The increase in income (loss) from investments in joint ventures is
due primarily to the gain we realized on AIG of $177,832. During 2004 we did not
recognize any gain on sales of equipment  while we did have  equipment  sales in
2003.

     Since January 1, 2005 through March 20, 2005, we entered into the following
sales transaction:

o    On February 28, 2005, the E*Trade Group,  Inc.  exercised its buyout option
     under the lease and  purchased the Tekion  Modular  Furniture for $252,137,
     resulting in a gain of $62,518.


         Expenses for 2004 and 2003 are summarized as follows:

<TABLE>
<CAPTION>
                                                                   Years Ended December 31,
                                                               2004              2003            Change
                                                               ----              ----            ------
<S>                                                    <C>              <C>              <C>
Total expenses                                         $   11,103,204   $   16,319,391   $        (5,216,187)
                                                       ===============   ==============   ====================

Loss on lease termination                                        3,420        7,365,477            (7,362,057)
Depreciation                                                 4,345,375        3,486,214               859,161
Interest                                                     1,955,361        3,389,986            (1,434,625)
General and administrative                                     271,914          834,950              (563,036)
Management fees - General Partner                              538,159          737,943              (199,784)
Administrative expense reimbursements -
  General Partner                                              301,704          292,117                 9,587
Amortization of initial direct costs                           247,355          198,211                49,144
Bad debt (reversal) expense                                   (102,879)              -               (102,879)
Impairment loss                                              3,529,480               -              3,529,480
Minority interest                                               13,315           14,493                (1,178)
</TABLE>

     Expenses for 2004  decreased by $5,216,187 or 32%, over 2003.  The decrease
in loss on lease  terminations  is due to the lease  default of Sky  Airlines in
2003  while  there were no similar  lease  defaults  in 2004.  The  increase  in
depreciation expense is due principally to the consolidation of a joint venture,
ICON Aircraft  46837 for the six months ended December 31, 2004. The decrease in
interest expense is due to the termination of operating leases during 2003 which
had non-recourse  debt, Boeing and Sky Airlines.  Additionally,  the decrease in
interest  expense is also due to the  decrease in the  principle  balance of the
debt during the year.  The decrease in general and  administrative  expenses was
primarily  due to a reduction in  professional  fees due to the above  mentioned
reduction in fund activity.  The decreases in management  fees - General Partner
were a result of the  reduction in the average size of the  Partnership's  lease
portfolio in 2003:  E* Trade,  Sky Airlines and Boeing  leases.  The decrease in
general  and  administrative  expenses  was  primarily  due  to  a  decrease  in
professional fees and remarketing  fees. During 2004 management  determined that
the two America  West Boeing  737-200  aircraft  were  impaired  and recorded an
impairment charge.

     Net Loss

     As a result of the factors  discussed above, the net loss for 2004 and 2003
was $3,521,353 and $7,912,634  respectively.  The net loss per weighted  average
number of limited partner's shares outstanding was $4.71 and $10.55 for 2004 and
2003, respectively.

                                       14
<PAGE>
     c. Results of Operations for the Years Ended December 31, 2003 ("2003") and
2002 ("2002")

         Revenue for 2003 and 2002 are summarized as follows:
<TABLE>
<CAPTION>
                                                                      Years Ended December 31,
                                                                   2003             2002            Change
                                                                   ----             ----            ------
<S>                                                         <C>              <C>               <C>
Total revenue                                               $    8,406,757   $   11,200,364    $   (2,793,607)
                                                            ==============   ===============   ===============
Rental income                                               $    4,242,768   $    6,790,022    $   (2,547,254)
Finance income                                                   2,924,694        4,663,843        (1,739,149)
Income (loss) from investments in joint ventures                   (53,618)         122,305          (175,923)
Net gain (loss) on sales of equipment                              675,825         (404,710)        1,080,535
Gain from investment in unguaranteed residual values               616,690          -                 616,690
Interest and other income                                              398           28,904           (28,506)

</TABLE>
     Revenue  for 2003  decreased  by  $2,793,607,  or 25%, as compared to 2002.
Revenues decreased primarily due to the fact that finance lease income decreased
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 its scheduled  term.  Rental income from operating  leases
decreased due 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.

         Expenses for 2003 and 2002 are summarized as follows:
<TABLE>
<CAPTION>
                                                           Years Ended December 31,
                                                       2003                 2002              Change
                                                       ----                 ----              ------
<S>                                              <C>               <C>                <C>
Total expenses                                   $    16,319,391   $     12,397,044   $      3,922,347
                                                 ===============  =================   ================
Loss on lease termination                              7,365,477                 -           7,365,477
Depreciation                                           3,486,214          4,016,556           (530,342)
Interest                                               3,389,986          5,181,248         (1,791,262)
General and administrative                               834,950            936,992           (102,042)
Management fees - General Partner                        737,943          1,128,431           (390,488)
Administrative expense reimbursements -
  General Partner                                        292,117            488,133           (196,016)
Amortization of initial direct costs                     198,211            332,183           (133,972)
Bad debt (reversal) expense                                   -             300,000           (300,000)
Impairment loss                                               -                  -                  -
Minority interest                                         14,493             13,501                992
</TABLE>

     Expenses for 2003  increased by $3,922,347 or 32% as compared to 2002.  The
increase is primarily  the result that we  experienced  a loss of  $7,365,477 on
leases terminated as described in Note 5 of the 2003 financial  statements which
it did not experience in 2002.  This loss offsets  decreases due to the decrease
in depreciation  due to the early  termination of two leases described in Note 5
of the 2003  financial  statements  related  to the  terminated  leases in 2003.
Interest  expense  decreased  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 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
consistent  with the  change in lease  payments  on which  such fees are  based.
Administrative  expense  reimbursements - General Partner  decreased  consistent
with our level of operations. Amortization of initial direct costs decreased 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 our review of receivables and the credit quality of our lessees,
there was a bad debt  expense  recorded of  $300,000 in 2002.  We did not record
such a provision for impairment in 2003.

     Net Loss

     As a result of the  foregoing  factors,  the net loss for the  years  ended
December 31, 2003 and 2002 was $7,912,634, $1,196,680 respectively. The net loss
per weighted average number of limited  partner's shares  outstanding was $10.55
and $1.59, for 2003 and 2002, respectively.

                                       15
<PAGE>
     d. Liquidity and Capital Resources

     Sources of Cash

     We  believe  that with the cash we have  currently  available,  cash  being
generated  from our  leases,  cash  distributions  from our joint  ventures  and
proceeds  from  equipment  sales,  we  have  sufficient  cash  to  continue  our
operations into the foreseeable future.

     Our main source of cash during 2004 and 2003 was from financing activities.
We increased our  non-recourse and recourse debt by  approximately,  $11,193,000
and  $6,015,000,   respectively  during  2004.  During  2003  we  increased  our
non-recourse  and recourse debt by  approximately,  $3,685,000  and  $2,625,000,
respectively.  Additionally,  we received cash from investing  activities during
2004 from proceeds from sales of equipment of approximately  $1,275,000 and from
distributions from our joint ventures of approximately $650,000.  During 2003 we
received cash from investing activities from proceeds from the sale of equipment
and investments in unguaranteed residual values of approximately  $1,662,000 and
$1,718,000,  respectively  and from  distributions  from our joint  ventures  of
approximately $339,000.

     Our primary cash outflow during 2004 was for  distributions  to partners of
approximately  $3,965,000,  repayment  of  non-recourse  and  recourse  debt  of
approximately $3,620,000 and $5,575,000, respectively, and investment in options
and joint ventures of approximately $3,950,000.  Our primary cash outflow during
2003  was  for  distributions  to  partners  of  approximately  $6,101,000,  and
repayment of  non-recourse  and recourse debt of  approximately  $2,246,000  and
$353,000, respectively.

         We have amounts available to borrow, if necessary, under our line of
credit agreement with Comerica Bank.

     Financings and Borrowings

     We have  non-recourse  debt in which the lenders  are paid  directly by the
lessees. This non-recourse debt accrues interest at rates ranging from 3.65% per
year to 10.63% per year. On May 6, 2004, we refinanced our non-recourse debt for
$11,193,368  which is due on November 23, 2010 and accrues interest at 3.65% per
year.  We used a majority of these  proceeds to pay our recourse  debt under the
Second Amended and Restated Contribution Agreement dated as of July 29, 2004.

     We and certain of our affiliates,  specifically;  L.P.  Seven;  ICON Income
Fund Eight B L.P.  and ICON Income Fund Nine,  LLC  (collectively,  the "Initial
Funds"), were parties to a Loan and Security Agreement dated as of May 30, 2002,
as amended (the "Loan  Agreement").  Under the terms of the Loan Agreement,  the
Initial  Funds may borrow money from  Comerica  Bank with all  borrowings  to be
jointly and severally  collateralized by (i) cash and (ii) the present values of
certain rents  receivable and equipment  owned by the Initial  Funds.  Such Loan
Agreement,  effective  August 5, 2004, was amended to add Fund Ten as a borrower
to the Loan  Agreement.  On  December 6, 2004,  the Initial  Funds and Fund Ten,
entered into a Sixth Amendment to the Loan and Security  Agreement with Comerica
Bank wherein the maturity  date of the loan was extended  from December 31, 2004
to December 30, 2005. The Loan and Security  Agreement  provides for a joint and
several line of credit of up to $17,500,000  collateralized by the present value
of rents receivable and equipment owned by the borrowers.

     In connection with the Loan Agreement, the Initial Funds previously entered
into a  Contribution  Agreement  dated  as of May  30,  2002,  as  amended  (the
"Contribution  Agreement").  Pursuant to the Contribution Agreement, the Initial
Funds  agreed to  restrictions  on the amount and the terms of their  respective
borrowings  under the Loan Agreement in order to minimize the unlikely 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 promptly 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 Initial Funds'  obligations to each other
under the Contribution Agreement are collateralized by a subordinate lien on the
assets of each participating Fund. In order to facilitate Fund Tens' addition to
the Contribution Agreement,  the Initial Funds entered into a Second Amended and
Restated  Contribution  Agreement  effective  as of August 5,  2004.  The Second
Amended and Restated  Contribution  Agreement contains  substantially  identical
terms and limitations as did the original Contribution Agreement.

                                       16
<PAGE>

     During 2004, we paid Comerica Bank a portion of the outstanding obligations
of L.P. Seven. As required under the terms of the Contribution  Agreement,  L.P.
Seven was required to promptly repay us the amounts we have paid on L.P. Seven's
behalf.  Since L.P.  Seven did not have  sufficient  liquidity to repay us, L.P.
Seven  assigned to us interests in certain  joint  venture  investments  as full
repayment of monies due to us.

     On September 24, 2004,  L.P.  Seven  assigned its entire  .0525%  ownership
interest in ICON BF to us for $65,325,  thereby increasing our ownership in ICON
BF to 99.4975%. This amount represented L.P. Seven's proportionate fair value of
L.P.  Seven's  interest  in ICON BF at  September  24,  2004.  This  amount  was
determined to represent the fair value of the Partnership's  interest in ICON BF
based  upon the  expected  net  proceeds  from  the  sale of the  coal  handling
facility.

     On November  24,  2004,  L.P.  Seven  assigned  .8% of its  interest in the
profits, losses and future cash flows of a mobile offshore drilling rig, subject
to a  lease  with  Rowan  Companies,  Inc.  to  us  for  $200,000.  This  amount
represented  L.P. Seven's  proportionate  fair value of L.P. Seven's interest in
the mobile  offshore  drilling rig at November  24, 2004.  The fair value of the
mobile  offshore  drilling rig was determined  using an independent  third party
appraisal.

     Effective  March 8, 2005,  the  Initial  Funds and ICON Income Fund Ten LLC
entered  into a  Seventh  Amendment  to the Loan  and  Security  Agreement  with
Comerica Bank.  This Agreement  releases ICON Cash Flow Partners L.P. Seven from
all of its obligations under the Loan and Security Agreement dated as of May 30,
2002. As such,  ICON Cash Flow  Partners L.P.  Seven is no longer a party to the
$17,500,000 line of credit.

     Aggregate  borrowings  by all  Funds  under  the line of  credit  agreement
amounted to $10,272,992  at December 31, 2004. We currently  have  borrowings in
the amount of $4,625,000.

     Distributions

     We do not,  in the normal  course of  business,  pay  dividends.  We do pay
monthly  distributions  to our partners  beginning  with their  admission to the
Partnership through the termination of the operating period, which we anticipate
will be during the summer of 2005. For the years ended  December 31, 2004,  2003
and 2002, we paid  distributions  to our limited partners  totaling  $3,924,505,
$6,040,214 and $8,000,244,  respectively.  For the years ended December 31, 2004
2003 and 2002, we paid  distributions to our general partner  totaling  $40,221,
$61,012 and $80,811, respectively.

     Commitments

     At December 31, 2004 we are party to both recourse and  non-recourse  debt.
The lenders have security  interests in equipment  relating to the  non-recourse
debt and an assignment of the rental  payments  under the leases.  If the lessee
were to default on the non-recourse  debt the equipment would be returned to the
lender in extinguishment of the non-recourse  debt. The recourse debt relates to
the Comerica Bank line of credit which is more fully discussed in the financings
and borrowings section above.  Principal maturities of our notes payable consist
of the following at December 31, 2004:

               Year Ending
              December 31,
                  2005                        $    15,167,353
                  2006                             10,615,803
                  2007                              4,757,112
                  2008                              5,270,773
                  2009                              1,614,188
                 Thereafter                           846,248
                                                 ------------

                                              $    38,271,477
                                       17
<PAGE>

     Risks & Uncertainties

     At December  31, 2004,  except as noted above in the  Overview  section and
listed below,  and to the best of our  knowledge,  there were no known trends or
demands,  commitments,  events  or  uncertainties  which  are  likely  to have a
material effect on our liquidity.

     Set forth below and elsewhere in this report and in other documents we file
with the Securities and Exchange  Commission  are risks and  uncertainties  that
could  cause  our  actual  results  to  differ   materially   from  the  results
contemplated  by the  forward-looking  statements  contained  in this report and
other periodic statements we make, including but not limited to, the following:

o    The current  market is improving  for  wide-body  freighters,  such as 1979
     McDonnell Douglas  DC-10-30F,  but the market is still soft. It is expected
     that there may be a gradual  improvement  during 2005 and full recovery for
     freighter  aircraft  by lease  termination.  While  the  market  for  these
     aircraft  is  cyclical,  there can be no  assurance  that the  market  will
     recover   by  lease   termination.   Failure   of  the  market  to  recover
     significantly  may result in our inability to realize our investment in the
     residuals of the 1979 McDonnell  Douglas  DC-10-30F  aircraft  currently on
     lease to FedEx.

o    Our  operations  are  subject  to the  jurisdiction  of a number of federal
     agencies,  including the Federal  Aviation  Administration.  New regulatory
     rulings may negatively  impact our financial results and the economic value
     of our assets.

o    We may  face  difficulty  remarketing  the  aircraft  rotables.  Due to the
     current condition of the airline industry,  there is a depressed market for
     these rotables. Therefore, we cannot assure when, or if, we will be able to
     re-sell these rotables.

o    Some states require relatively  burdensome  processes to repossess and sell
     equipment  subject  to a  defaulted  debt.  In the  event  repossession  is
     required,  there is no assurance that we will be able to quickly  repossess
     the asset and remarket it.

o    The energy industry is highly  cyclical and dependent on numerous  factors,
     including the current level of exploration  and development of offshore oil
     areas.  Despite the current high prices of oil, oil companies are reluctant
     to make the capital  investment  necessary in shelf  drilling,  as the high
     energy prices are perceived as being  temporary by oil companies.  As such,
     while it is hoped that the remaining  industry  will recover,  a continuing
     depressed  market  will  affect the resale  value of our  remaining  supply
     vessel.

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

     e. Inflation and Interest Rates

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

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

                                       18
<PAGE>

Item 7A. Qualitative and Quantitative Disclosures About Market Risk

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

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

                                       19
<PAGE>


Item 8.  Consolidated Financial Statements and Supplementary Data

 Index to Financial Statements

 Report of Independent Registered Public Accounting Firm              21

 Consolidated Balance Sheets at December 31, 2004 and 2003            22-23

 Consolidated Statements of Operations for the Years Ended
   December 31, 2004, 2003 and 2002                                   24

 Consolidated Statement of Changes in Partners' Equity
   for the Years Ended December 31, 2002, 2003 and 2004               25

 Consolidated Statements of Cash Flows for the Years Ended
   December 31, 2004, 2003 and 2002                                   26-27

 Notes to Consolidated Financial Statements                           28-42

                                       20
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheets of ICON Income Fund
Eight A L.P. (a Delaware  limited  partnership)  and subsidiaries as of December
31,  2004 and 2003,  and the  related  consolidated  statements  of  operations,
changes in partners'  equity,  and cash flows for each of the three years in the
period ended December 31, 2004. These consolidated  financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.


We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  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, 2004 and 2003 and the results
of their  operations  and their  cash  flows for each of the three  years in the
period  ended  December 31,  2004,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

/s/ Hays & Company, LLP

April 1, 2005
New York, New York

                                       21
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                           Consolidated Balance Sheets
                                  December 31,

                                     ASSETS

                                                   2004         2003
                                                   ----         ----

Cash and cash equivalents                   $     718,195   $     52,101
                                            -------------   -------------

Investments in finance leases:
  Minimum rents receivable                      5,142,302     10,827,643
  Estimated unguaranteed residual values       16,589,619     26,686,729
  Initial direct costs, net                        97,999        248,472
  Unearned income                              (1,318,548)    (3,697,612)
  Allowance for doubtful accounts                (125,842)      (228,721)
                                            --------------  -------------

     Net investments in finance leases         20,385,530     33,836,511
                                            -------------   ------------

Investments in operating leases:
  Equipment, at cost                           37,873,680     10,765,766
  Accumulated depreciation                     (7,752,404)    (2,202,024)
                                            --------------  -------------

     Net investments in operating leases       30,121,276      8,563,742
                                            -------------   ------------

Equipment held for sale or lease, net           1,621,154      2,505,332
Investments in estimated unguaranteed
   residual values                              1,997,000      1,997,000
Investments in joint ventures                     274,054        693,023
Due from affiliates                                    -         295,386
Convertible notes receivable                      625,000             -
Other assets, net                                 175,987        130,257
                                            -------------   ------------

     Total assets                           $  55,918,196   $ 48,073,352
                                            =============   ============

See accompanying notes to consolidated financial statements.

                                                        (continued on next page)

                                       22
<PAGE>

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

                        LIABILITIES AND PARTNERS' EQUITY

<TABLE>
<CAPTION>

                                                              2004           2003
                                                              ----           ----

<S>                                                   <C>               <C>
Notes payable - non-recourse                          $    33,646,477   $   19,174,180
Notes and accrued interest payable - recourse               4,625,000        4,184,547
Due to affiliates                                              73,682          236,822
Deferred rental income                                        540,114               -
Security deposits and other payables                              818          731,628
Minority interest                                             424,127          141,232
                                                      ---------------   --------------

  Total liabilities                                        39,310,218       24,468,409
                                                      ---------------   --------------

Commitments and contingencies

Partners' equity:
  General Partner                                            (489,833)        (414,398)
  Limited Partners: (739,515.40 and 742,308.87 units
    outstanding, $100 per unit original issue price)        16,472,811      24,019,341
  Accumulated other comprehensive income                      625,000             -
                                                      ---------------   -------------

  Total partners' equity                                   16,607,978       23,604,943
                                                      ---------------   --------------

  Total liabilities and partners' equity              $    55,918,196   $   48,073,352
                                                      ===============   ==============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       23
<PAGE>

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

<TABLE>
<CAPTION>

                                                                           2004             2003            2002
                                                                           ----             ----            -----

 Revenue:
<S>                                                              <C>                 <C>                 <C>
      Rental income                                              $       4,853,982   $      4,242,768    $      6,790,022
      Finance income                                                     2,331,181          2,924,694           4,663,843
      Income (loss) from investments in joint ventures                     120,762            (53,618)            122,305
      Net gain (loss) on sales of equipment                                     -             675,825            (404,710)
      Gain from investment in unguaranteed residual values                 124,206            616,690                  -
      Interest and other income                                            151,720                398              28,904
                                                                 -----------------   ----------------    ----------------

        Total revenue                                                    7,581,851          8,406,757          11,200,364
                                                                 -----------------   ----------------    ----------------

 Expenses:
      Loss on lease termination                                              3,420          7,365,477                  -
      Depreciation                                                       4,345,375          3,486,214           4,016,556
      Interest                                                           1,955,361          3,389,986           5,181,248
      General and administrative                                           271,914            834,950             936,992
      Management fees - General Partner                                    538,159            737,943           1,128,431
      Administrative expense reimbursements - General Partner              301,704            292,117             488,133
      Amortization of initial direct costs                                 247,355            198,211             332,183
      Bad debt (reversal) expense                                         (102,879)                -              300,000
      Impairment loss                                                    3,529,480                 -                   -
      Minority interest                                                     13,315             14,493              13,501
                                                                 -----------------   ----------------    ----------------

        Total expenses                                                  11,103,204         16,319,391          12,397,044
                                                                ------------------   ----------------    ----------------

 Net loss                                                        $      (3,521,353)  $     (7,912,634)   $     (1,196,680)
                                                                 =================  =================    ================

 Net loss allocable to:
      Limited Partners                                           $      (3,486,139)  $     (7,833,508)   $     (1,184,713)
      General Partner                                                      (35,214)           (79,126)            (11,967)
                                                                ------------------   ----------------   -----------------

                                                                 $      (3,521,353)  $     (7,912,634)   $     (1,196,680)
                                                                 =================   ================    ================

 Weighted average number of limited partnership
     units outstanding                                                     739,966            742,719             744,600
                                                                 =================   ================    ================

 Net loss per weighted average limited
   partnership unit                                              $          (4.71)   $        (10.55)    $          (1.59)
                                                                 ================    ===============     ================

</TABLE>
See accompanying notes to consolidated financial statements.

                                       24
<PAGE>

                         ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                    Statement of Changes in Partners' Equity
                  Years Ended December 31, 2002, 2003 and 2004

<TABLE>
<CAPTION>

                                       Limited Partner Distributions                                  Accumulated
                                       (Per weighted average unit)                                       Other          Total
                                        Return of     Investment     Limited          General        Comprehensive      Partners'
                                         Capital       Income       Partners          Partner         Income (Loss)*    Equity
                                         ------        ------       --------          -------         ------------      ------


<S>                                      <C>            <C>        <C>               <C>              <C>           <C>
Balance, January 1, 2002                                           $  47,290,291     $    (181,482)    $    -       $  47,108,809

Limited partnership units redeemed
         (2,893.62 units)                                               (169,695)            -              -            (169,695)
Cash distributions to partners           $  10.74      $  -           (8,000,244)          (80,811)         -          (8,081,055)
Net loss                                                              (1,184,713)          (11,967)         -          (1,196,680)
                                                                   -------------     -------------     ----------   -------------

Balance, December 31, 2002                                            37,935,639          (274,260)         -          37,661,379
Limited partnership units redeemed
         (661.40 units)                                                  (42,576)          -                -             (42,576)
 Cash distributions to partners           $  8.13       $  -          (6,040,214)          (61,012)         -          (6,101,226)
 Net loss                                                             (7,833,508)          (79,126)         -          (7,912,634)
                                                                   -------------     -------------     ----------   -------------
Balance, December 31, 2003                                            24,019,341          (414,398)         -          23,604,943
Limited partnership units redeemed
         (2,793.4670 units)                                             (135,886)          -                -            (135,886)
 Cash distributions to partners           $  5.30       $  -          (3,924,505)          (40,221)         -          (3,964,726)
 Valuation adjustment on convertible notes                                 -               -              625,000         625,000
 Net loss                                                             (3,486,139)          (35,214)         -          (3,521,353)
                                                                   -------------     --------------    ----------   -------------

Balance, December 31, 2004                                         $  16,472,811     $    (489,833)    $  625,000   $  16,607,978
                                                                   =============     =============     ==========   =============
</TABLE>

* See Note 15 for statement of other comprehensive income (loss).

See accompanying notes to consolidated financial statements.
                                       25
<PAGE>

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

<TABLE>
<CAPTION>


 Increase (decrease) in cash and cash equivalents                 2004             2003           2002
                                                                  ----             ----           ----

 Cash flows from operating activities
<S>                                                        <C>              <C>              <C>
    Net loss                                               $   (3,521,353)  $   (7,912,634)  $    (1,196,680)
    Adjustments to reconcile net loss to net cash (used in)
      provided by operating activities:
        Rental income paid directly to lenders by lessees      (4,131,697)      (4,072,768)       (6,375,250)
        Interest expense on non-recourse financing
           paid directly to lenders by lessees                  1,542,589        2,867,181         4,747,596
        Finance income portion of receivable
         paid directly to lenders by lessees                   (2,331,181)      (2,488,027)       (4,081,646)
        Net (gain) loss on sales of equipment                         -           (675,825)          404,710
        Gain on sale of investment in unguaranteed
         residual value                                               -           (616,690)             -
        Loss on lease termination                                   3,420        7,365,477              -
        Amortization of initial direct costs and loan fees        247,355          198,211           332,183
        Bad debt (reversal) expense                              (102,879)            -              300,000
        Impairment loss                                         3,529,480             -
        Depreciation                                            4,345,375        3,486,214         4,016,556
        (Income) loss from investments in joint ventures         (120,762)          53,618          (122,305)
        Minority interest                                          13,315           14,493            13,501
      Changes in operating assets and liabilities:
        Collection of principal - non-financed receivables        747,763          302,374         1,280,938
        Other assets                                              (68,695)         697,471           623,189
        Due to affiliates, net                                    157,299         (288,616)          114,771
        Deferred income                                          (607,050)            -                 -
        Security deposits and other payables                     (579,875)        (983,682)          670,842
                                                           --------------   --------------   ---------------

 Net cash (used in) provided by operating activities             (876,896)      (2,053,203)          728,405
                                                           --------------   --------------   ---------------

 Cash flows from investing activities:
    Investment in operating leases                             (3,946,759)            -                -
    Proceeds from investments in
      unguaranteed residual values                                     -         1,717,774         1,186,863
    Proceeds from sales of equipment                            1,275,355        1,661,898         1,144,010
    Loans and advances to affiliate                              (265,000)            -                -
    Distributions to Minority Interest in Joint Ventures          (72,812)            -                -
    Contributions made to joint ventures                          (11,540)
    Distributions received from joint ventures                    649,661          339,151           811,996
                                                           --------------   --------------   ---------------

 Net cash (used in) provided by investing activities           (2,371,095)       3,718,823         3,142,869
                                                           --------------   --------------   --------------

 Cash flows from financing activities:
    Cash distributions to partners                             (3,964,726)      (6,101,226)       (8,081,055)
    Redemption of additional members' shares                     (135,886)         (42,576)         (169,695)
    Proceeds from notes payable - non-recourse                 11,193,368        3,684,718              -
    Principal payments on notes payable - non-recourse         (3,619,124)      (2,246,324)
    Proceeds from notes payable - recourse                      6,015,000        2,625,000         3,805,871
    Principal payments on notes payable - recourse             (5,574,547)        (353,039)       (1,819,912)
                                                           --------------   --------------   ---------------

 Net cash provided by (used in) financing activities            3,914,085       (2,433,447)       (6,264,791)
                                                           --------------   --------------   --------------

 Net increase (decrease) in cash and cash equivalents             666,094         (767,827)       (2,393,517)
 Cash and cash equivalents, beginning of the year                  52,101          819,928         3,213,445
                                                           --------------   --------------   ---------------

 Cash and cash equivalents, end of the year                $      718,195   $       52,101   $      819,928
                                                           ==============   ==============   ==============
</TABLE>


See accompanying notes to consolidated financial statements.
                                       26
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,

<TABLE>
<CAPTION>
                                                                     2004          2003            2002
                                                                     ----          ----            ----
 Supplemental disclosure of cash flow information:
<S>                                                            <C>              <C>              <C>
    Cash paid during the period for interest                   $     412,872    $     522,805    $    433,652
                                                               =============    =============    ============

 Supplemental disclosure of non-cash investing and financing activities:
    Principal and interest from finance lease
     paid directly to lenders by lessees                       $   9,860,637    $   7,375,749    $  8,391,197
                                                               =============    =============    ============
    Transfer of investment in operating leases, net of accumulated
      depreciation, to equipment held for sale or lease        $         -      $       -        $  1,189,167
                                                               =============    =============    ============
    Transfer of investment in finance leases
      to equipment held for sale or lease                      $         -      $       -        $  2,281,412
                                                               =============    =============    ============
    Transfer of residual to investment in operating leases     $   8,034,770    $       -        $        -
                                                               =============    =============    ============
    Joint venture interests acquired from affiliate in exchange
      for amounts owed                                         $     265,000    $       -        $        -
                                                               =============    =============    ============
    Non recourse debt acquired through majority ownership of
       a previously minority owned joint venture               $  15,216,101    $       -        $        -
                                                               =============    =============    ============
    Investment in operating lease acquired through majority ownership
      of a previously minority owned joint venture             $  20,700,354    $       -        $        -
                                                               =============    =============    ============
</TABLE>


                                     27

See accompanying notes to consolidated financial statements.
<PAGE>

                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(1)    Organization

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

     The Partnership's  principal  investment objective is to obtain the maximum
economic return from its investments for the benefit of its partners. To achieve
this  objective the  Partnership  has: (i) acquired a  diversified  portfolio of
equipment   leases  and   financing   transactions;   (ii)  made   monthly  cash
distributions to its partners  commencing with each partner's  admission through
the reinvestment  period,  which the Partnership  anticipates  ending on May 17,
2008, (iii) re-invested substantially all undistributed cash from operations and
cash from sales of equipment and financing  transactions during the reinvestment
period;  and (iv) when the Partnership starts its disposition  period,  sell our
investments  and  distribute  the cash  from  sales of such  investments  to our
partners.

     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 final closing date,  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 the
date of the final  closing and  December  31,  2004,  the  Partnership  redeemed
10,449.64 limited partnership units leaving 739,515.40 limited partnership units
outstanding at December 31, 2004.

     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 the terms of a management  agreement  with the  Partnership.
Additionally,   the  General  Partner  has  a  1%  ownership   interest  in  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 their  adjusted  capital  contribution  account to zero and  receive,  in
addition,  other  distributions  and  allocations  which would provide an 8% per
annum  cumulative  return on their  outstanding  adjusted  capital  contribution
account.  After such time,  distributions  will be allocated  90% to the limited
partners and 10% to the General Partner.

(2)    Summary of Significant Accounting Policies

     Consolidation and Minority Interest

     The  consolidated   financial   statements  include  the  accounts  of  the
Partnership and its majority owned subsidiaries.  All intercompany  accounts and
transactions have been eliminated in consolidation. The Partnership accounts for
its  interests  in minority  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.  In
joint ventures where the  Partnership's  ownership  interest is majority  owned,
minority  interest  represents the minority  venturer's  proportionate  share of
their equity in the joint  venture.  The  minority  interest is adjusted for the
minority venturer's share of the earnings or loss of the joint venture.

                                       28
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)  Summary of Significant Accounting Policies - continued

     Cash and Cash Equivalents

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

     Concentration of Credit Risk

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

     Allowance for Doubtful Accounts

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

     Investments in Operating Leases

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

     Asset Impairment

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

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

                                       29
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)  Summary of Significant Accounting Policies - continued

     Equipment Held for Sale or Lease

     Equipment  held for sale or lease is  recorded at the lower of cost or fair
value  expected to be  realized  upon sale or lease and  consists  of  equipment
previously  leased  to end  users  which has been  returned  to the  Partnership
following lease expiration.

     Estimated Unguaranteed Residual Values

     The Partnership  carries its estimated  unguaranteed  residual value at the
estimated  unrecovered cost at lease termination.  The value is equal to or less
than  market  value,  and is subject to the  Partnership's  policy  relating  to
impairment review.

     Convertible Notes Receivable

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

     Redemption of Limited Partnership Units

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

     Per Unit Data

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

     Revenue Recognition

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

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

                                       30
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)  Summary of Significant Accounting Policies - continued

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

     Fair Value of Financial Instruments

     Statement of Financial Accounting Standards ("SFAS") No. 107,  "Disclosures
About Fair Values of Financial Instruments," requires disclosures about the fair
value of financial instruments, except for lease related assets and liabilities.
Separate disclosure of fair value information at December 31, 2004 and 2003 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. The estimated fair value of the  Partnership's  notes payable at December
31, 2004 is approximately $32,476,000.

     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 date of the financial  statements and revenues and
expenses during the reporting period.  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.

     Recent Accounting Pronouncements

     During   December  2004,  the  FASB  issued  SFAS  No.  153  "Exchanges  of
Nonmonetary  Assets--an  amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153
is based on the  principle  that  exchanges  of  nonmonetary  assets  should  be
measured  based on the fair  value of the  assets  exchanged.  The  guidance  in
Opinion  29,  however,  included  certain  exceptions  to that  principle.  This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges of nonmonetary assets that do not have commercial substance.  SFAS 153
is effective for  nonmonetary  exchanges  occurring in fiscal periods  beginning
after June 15, 2005. We do not expect the adoption of SFAS 153 to have an impact
on our financial position or results of operations.

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

     Reclassifications

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

                                       31
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003


(3)    Joint Ventures

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

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

     ICON Aircraft 46837, LLC

     On March 31, 2004 the  Partnership  and ICON  Income  Fund Ten,  LLC ("Fund
Ten"), an affiliate,  formed a joint venture,  ICON Aircraft  46837,  LLC ("ICON
Aircraft  46837"),  for  the  purpose  of  acquiring  a 1979  McDonnell  Douglas
DC-10-30F  aircraft on lease to Federal  Express  Corporation  ("FedEx")  with a
remaining lease term of 36 months.  The  Partnership  acquired a 28.6% ownership
interest  in  this  joint  venture  for a  total  of  approximately  $6,065,000,
consisting  of   approximately   $1,100,000  in  cash  and  the   assumption  of
approximately  $4,965,000 of non-recourse  debt. The  non-recourse  debt accrues
interest at 4.0% per annum and matures in March 2007.  The lender has a security
interest in the  aircraft and an  assignment  of the rental  payments  under the
lease with FedEx. Legal and bank fees of $238,621 were also paid and capitalized
as part of the cost of the aircraft.

     The  Partnership  had an option to acquire an  additional  61.4%  ownership
interest  in ICON  Aircraft  46837  from Fund Ten.  The cost of the  option  was
$419,672,  which  included  $10,000  paid to Fund Ten and  $409,672  paid to the
General Partner as an acquisition fee. During the third quarter 2004, the option
was  exercised  and  Fund  Ten  sold  61.4%  of its  ownership  interest  to the
Partnership  giving the  Partnership a 90%  ownership  interest in ICON Aircraft
46837. Fund Ten received  approximately  $2,297,000 for its 61.40% interest. The
Partnership  consolidates  ICON Aircraft  46837's  balance sheet at December 31,
2004 and the  results of  operations  and cash  flows for the six  months  ended
December 31, 2004. The outstanding  balance of the non-recourse  debt secured by
this aircraft was $12,803,882 at December 31, 2004.

     ICON/Boardman Facility LLC

     The Partnership and two affiliates, ICON Cash Flow Partners L.P. Six ("L.P.
Six") and ICON Cash Flow Partners L.P. Seven ("L.P. Seven") formed ICON/Boardman
Facility LLC ("ICON BF") for the purpose of acquiring a coal  handling  facility
on lease with Portland General  Electric  ("PGE"),  a utility company.  Prior to
September  24, 2004 the  Partnership,  L.P.  Seven and L.P.  Six owned  98.995%,
..5025%, and .5025% interests, respectively, in ICON BF.

                                       32
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(3)    Joint Ventures - continued

     As discussed  in Note 10, in  connection  with the  Comerica  Bank Loan and
Security Agreement,  the Partnership entered into a Contribution  Agreement with
ICON Cash Flow Partners L.P. Seven ("L.P. Seven"), ICON Income Fund Eight B L.P.
("Fund  Eight B"),  ICON  Income Fund Nine,  LLC ("Fund  Nine") Fund Ten (each a
"Borrower" and collectively, "the Borrowers") which requires a Borrower to repay
another Borrowers obligations to Comerica Bank as long as the repaid amounts are
promptly  reimbursed to the paying Borrower.  Effective  September 24, 2004, the
L.P. Seven assigned its entire .5025%  interest in ICON BF to the Partnership in
exchange  for $65,325 to  partially  satisfy  L.P.  Seven's  obligations  to the
Partnership for amounts paid under the Contribution  Agreement.  This amount was
determined to represent the fair value of L.P. Seven's interest in ICON BF based
upon the expected net proceeds  from the  anticipated  sale of the coal handling
facility.

     ICON BF is currently in negotiations  with PGE for the purchase of the coal
handling facility from ICON BF. The sale is expected to be completed during 2005
with PGE acquiring ownership of the coal handling facility.

     The  four  joint  ventures  described  below  are  minority  owned  by  the
Partnership  and  are  accounted  for  under  the  equity  method,  whereby  the
Partnership's  original  investment  was recorded at cost and is adjusted by its
share of earnings, losses and distributions of the joint ventures.

     ICON/AIC Trust

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

     The  Partnership  recognized  an  additional  $177,832 of foreign  currency
translation  gains  from  the  transaction  which is  included  in  income  from
investments  in joint  ventures in the  accompanying  consolidated  statement of
operations.

     Information  as to the financial  position and results of operations of AIC
Trust at December  31, 2004 and 2003 and for the years ended  December  31, 2004
and 2003 are summarized below:

                                                          December 31,
                                                     2004              2003
                                                 -------------    -------------
         Assets                                  $           -    $   1,330,632
                                                 =============    =============
         Liabilities                             $           -    $           -
                                                 =============    =============
         Equity                                  $           -    $   1,330,632
                                                 =============    =============
         Partnership's share of equity           $           -    $     581,886
                                                 =============    =============

                                                    Years Ended December 31,
                                                     2004              2003
                                                 -------------    -------------
         Net income                              $       7,700    $      37,009
                                                 =============    =============
         Partnership's share of net income       $       3,367    $      16,184
                                                 =============    =============
         Distributions                           $   1,378,141    $   1,396,948
                                                 =============    =============
         Partnership's share of distributions    $     602,661    $     610,885
                                                 =============    =============

                                       33
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(3)    Joint Ventures - continued

     ICON Aircraft 24846 LLC

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

     The aircraft was sold on July 29, 2004 and ICON Aircraft  24846  realized a
net loss on the sale of approximately $601,800, of which the Partnership's share
was approximately $12,000. The General Partner had determined that it was in the
best  interest  of ICON  Aircraft  24846  and its  members  to sell  the  Boeing
767-300ER  aircraft to BTM Capital Corp., the lender, for an amount equal to the
then outstanding  debt balance.  The decision to sell the aircraft was based, in
part,  on the  following  factors:  (i) the  aircraft's  fair  market  value was
estimated  to be between  $24,000,000  and  $27,000,000  and the  balance of the
outstanding debt was $34,500,000; (ii) any new lease for the aircraft would have
required an additional $850,000 in equity (at a minimum) in order to reconfigure
the  aircraft  and upgrade the  engines;  and (iii) if the  Partnership  were to
continue to remarket the aircraft,  the lender would have required interest only
payments of approximately $100,000 per month until the aircraft was re-leased.

     Information as to the financial  position and results of operations of ICON
Aircraft  24846 at December  31, 2004 and 2003 and for the years ended  December
31, 2004 and 2003 are summarized below:

                                                   December 31,
                                              2004              2003
                                          -------------    -------------
Assets                                    $           -    $  36,430,187
                                          =============    =============
Liabilities                               $           -    $  34,493,632
                                          =============    =============
Equity                                    $           -    $   1,938,555
                                          =============    =============
Partnership's share of equity             $           -    $      38,771
                                          =============    =============

                                             Years Ended December 31,
                                              2004              2003
                                          -------------    -------------
Net loss                                  $ (2,515,576)    $  (3,467,329)
                                          =============    =============
Partnership's share of net loss           $    (50,312)    $     (69,347)
                                          =============    =============
Contributions                             $     577,021    $   1,649,551
                                          =============    =============
Partnership's share of contributions      $      11,540    $      32,992
                                          =============    =============

     ICON Cheyenne LLC

     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 and
managing a portfolio of equipment leases. At December 31, 2004, the Partnership,
L.P. Six, L.P. Seven,  and Fund Eight B had ownership  interests of 1.0%,  1.0%,
1.27% and 96.73%, respectively.

     The outstanding balance of the non-recourse debt secured by these assets at
December  31, 2004 was  $397,850.  The leases  expire on various  dates  through
September 2006.

                                       34
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(3)    Joint Ventures - continued

     Information  as to the financial  position and results of operation of ICON
Cheyenne at December 31, 2004 and 2003 are summarized below:

                                                 December 31,
                                            2004              2003
                                        -------------    -------------
Assets                                  $   1,241,215    $  10,440,643
                                        =============    =============
Liabilities                             $     656,923    $   3,204,090
                                        =============    =============
Equity                                  $     584,292    $   7,236,553
                                        =============    =============
Partnership's share of equity           $       5,843    $      72,366
                                        =============    =============

                                           Years Ended December 31,
                                            2004              2003
                                        -------------    -------------
Net loss                                $  (1,952,262)   $    (45,540)
                                        =============    =============
Partnership's share of net loss         $     (19,523)   $       (455)
                                        ==============   =============
Distributions                           $   4,700,001    $   2,341,759
                                        =============    =============
Partnership's share of distributions    $      47,000    $      23,418
                                        =============    =============

     North Sea (Connecticut) Limited Partnership

     On November 24, 2004, in consideration for a $200,000 obligation payable to
the  Partnership  which also  arose as part of the  Comerica  Bank  Contribution
Agreement (See Note 10), L.P.  Seven assigned to the  Partnership a .8% interest
in the profits,  losses and future cash flows of North Sea (Connecticut) Limited
Partnership  ("North Sea").  North Sea owns a 50% interest in a mobile  offshore
drilling rig, subject to lease with Rowan Companies,  Inc. The fair value of the
mobile  offshore  drilling rig was determined  using an independent  third party
appraisal and cash flow analysis.

     Information as to the financial position and results of operations of North
Sea at December 31, 2004 and 2003 and for the years ended  December 31, 2004 and
2003 are summarized below:

                                                 December 31,
                                            2004              2003
                                        -------------    -------------
 Assets                                 $   9,174,080    $   9,839,209
                                        =============    =============
 Liabilities                            $  15,838,485    $  19,574,474
                                        =============    =============
 Deficit                                $  (6,664,405)   $ (9,735,265)
                                        ============     ============
 Partnership's share of equity (a)      $      33,722    $           -
                                        =============    =============

                                           Years Ended December 31,
                                            2004              2003
                                        -------------    -------------
 Net income                             $   3,070,860    $   2,743,802
                                        =============    =============
 Partnership's share of net income      $       1,024    $           -
                                        =============    =============

     (a) During the year ended December 31, 2002, all equity  distributions were
allocated to the co-venturer.

(4)    Investments in Finance Leases

     The  Partnership  has an investment in finance  leases with Regus  Business
Center Corp.  ("Regus"),  which leases office,  telecommunications  and computer
equipment  from the  Partnership  under a direct  finance  lease since August of
2000.

                                       35
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(4)    Investments in Finance Leases - continued

     Regus filed for bankruptcy protection under Chapter 11 of the United States
bankruptcy  code on January 14, 2003. The  Partnership  had been  negotiating an
amended lease with Regus which was approved  when Regus emerged from  bankruptcy
protection.  Under the revised lease agreement,  Regus commenced making payments
at a reduced rental rate, with an extension for 48 months,  effective from March
15,  2003.  At December 31,  2004,  Regus was current on its payments  under the
revised lease agreement.

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


               Year Ending
              December 31,
                  2005                  $   4,263,728
                  2006                        747,763
                  2007                        130,811
                                            ---------

                                        $   5,142,302

         The allowance for doubtful accounts consists of the following:

<TABLE>
<CAPTION>
                                          2004             2003              2002
                                     -------------     -------------    -------------
<S>                                  <C>               <C>              <C>
Balance, beginning of year           $   (228,721)     $   (228,721)    $   (585,000)

Reversal (Provision) for bad debts         102,879                 -         (300,000)
Write-offs                                       -                 -          656,279
                                     -------------     -------------    -------------

Balance, end of year                 $   (125,842)     $   (228,721)    $   (228,721)
                                     ============      ============     ============
</TABLE>


(5)    Investments in Operating Leases

     The  Partnership  has two leases,  for a Boeing 737-277  aircraft and for a
Boeing  737-2E3A  aircraft (the  "Aircraft"),  with America West  Airlines,  Inc
("America West"). In January 2002, those leases were restructured in conjunction
with America West's agreement with the Air Transportation  Stabilization  Board.
Both leases  originally  had monthly  rental  payments of $90,780 and expired on
December 31, 2003. The  restructured  leases include  monthly rentals of $60,000
and the expiration date has been extended  through December 31, 2005. As part of
the  restructuring   the  Partnership   received  four  7.5%  convertible  notes
aggregating $2,000,000 which mature during December 2009 (see note 8).

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

                                       36
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(5)    Investments in Operating Leases - continued

     The lender exercised its right to repossess the aircraft which was on lease
to Sky Airlines,  along with the aircraft that was on lease to Boeing  Connexion
during the quarter ended September 30, 2003. While Boeing Connexion was never in
default,  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  for the year
ended December 31, 2003.

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

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


<TABLE>
<CAPTION>

                                                          2004             2003              2002
                                                     -------------     -------------    -------------
<S>                                                  <C>               <C>              <C>
Equipment at cost, beginning of year                 $  10,765,766     $  50,773,532    $  52,734,532
Equipment acquisitions                                  22,073,144              -                -
Transfer from finance to operating lease                 8,034,770              -                -
Equipment dispositions                                           -      (40,007,766)             -
Transfer to held for sale or lease                               -              -         (1,961,000)
                                                     -------------     -------------    ------------

Equipment at cost, end of year                          40,873,680        10,765,766       50,773,532
                                                     -------------     -------------    -------------


Accumulated depreciation, beginning of year            (2,202,024)       (9,214,386)      (5,969,663)
Accumulated depreciation on equipment
   dispositions                                               -            9,513,286             -
Depreciation expense on equipment held for
  sale or lease                                               -              985,290             -
Depreciation expense                                    (5,550,380)      (3,486,214)      (3,244,723)
                                                     -------------     ------------     ------------
Accumulated depreciation, end of year                   (7,752,404)      (2,202,024)      (9,214,386)
                                                     -------------     ------------     ------------

Balance, beginning of year                                    -                 -                -
Impairment                                              (3,000,000)             -                -
                                                     -------------     -------------    -------------

Balance, end of year                                    (3,000,000)             -                -
                                                     -------------     -------------    -------------

Net investment in operating leases, end of year      $  30,121,276     $   8,563,742    $  41,559,146
                                                     =============     =============    =============

</TABLE>

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

                                       37
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(6)    Equipment Held for Sale or Lease

     Equipment  held for sale or lease at December  31, 2004 and 2003,  consists
solely of aircraft rotable parts for Boeing A300 aircraft. Aircraft rotables are
replacement  spare  parts  that  are  held  in  inventory  by  an  airline.  The
Partnership is currently in the process of remarketing  this equipment.  For the
year ended December 31, 2004, the  Partnership  sold  approximately  $108,000 of
this  equipment.  This amount has been recorded as a recovery of the cost of the
equipment held for sale or lease. For the year ended December 31, 2003 and 2002,
there were no sales of this equipment.

     The Partnership  recorded an impairment loss of $529,480 for the year ended
December  31,  2004 based upon an  appraisal  of the fair value of the  aircraft
rotables at December 31, 2004.

     The provision for  impairment  relating to equipment held for sale or lease
consists of the following:

                                     2004             2003              2002
                                -------------     -------------    -------------
  Balance, beginning of year    $        -        $        -       $        -
  Impairment loss                    (529,480)             -                -
                                -------------     -------------    -------------

  Balance, end of year          $   (529,480)     $        -       $        -
                                ============-     =============    =============

(7)    Investment in Unguaranteed Residual Values

     The Partnership  acquired an investment in the unguaranteed  residual value
interest of an off-shore oil drilling rig, subject to lease with an unaffiliated
third party for $1,997,000.

     Prior to December 31, 2003 the  Partnership  also had an  investment in the
unguaranteed  residual  value of a portfolio of technology  and other  equipment
leases  with  various  lessees in the  United  Kingdom.  During the years  ended
December 31, 2004, 2003 and 2002, the Partnership received $124,206,  $1,717,774
and $1,186,863,  respectively,  from 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 recorded
during the year ended  December  31, 2002.  During the years ended  December 31,
2004 and 2003, and the Partnership realized a net gain of $124,206 and $616,690.

(8)    Convertible Notes Receivable

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

(9)    Notes Payable - Non-recourse

     The  Partnership's  non-recourse  notes  payable  are paid  directly to the
lenders by the lessees and accrue interest at rates ranging from 3.65% per annum
to 10.63% per annum. The outstanding  balances of non-recourse  notes payable at
December 31, 2004 and 2003 were $33,646,477 and $19,174,180, respectively.

                                       38
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(9)    Notes Payable - Non-recourse - continued

     On May 6, 2004,  ICON BF  refinanced  its  non-recourse  debt  relating  to
equipment on lease to Portland General Electric ("PGE") for $11,193,368 which is
due on January 23, 2010 and accrues interest at 3.65% per annum. The Partnership
used a majority of the refinancing proceeds to repay its outstanding obligations
under the  Partnership's  recourse  debt to  Comerica  Bank  (See  Note 10).  In
conjunction with the refinancing,  PGE has agreed to extend their lease with the
ICON BF to January 23, 2010.

     Principal  maturities of the  Partnership's  notes  payable -  non-recourse
consist of following at December 31, 2004:

               Year Ending
              December 31,
                  2005                      $    10,542,353
                  2006                           10,615,803
                  2007                            4,757,112
                  2008                            5,270,773
                  2009                            1,614,188
                  Thereafter                        846,248
                                               ------------

                                            $    33,646,477

(10)   Note Payable - Recourse

     On May 30, 2002,  the  Partnership,  along with certain of its  affiliates;
L.P. Seven;  Fund Eight B and Fund Nine,  (collectively,  the "Initial  Funds"),
entered into a $17,500,000  line of credit  agreement  with Comerica  Bank.  The
Initial Funds accrue interest,  on all outstanding balances, at an interest rate
equal to the  Comerica  Bank  base  interest  rate plus 1%  (together,  6.25% at
December 31, 2004). Under the terms of the line of credit agreement, the Initial
Funds may borrow money from Comerica Bank with all  borrowings to be jointly and
severally  collateralized  by (i) cash and (ii) the  present  values of  certain
rents  receivable and equipment owned by the Initial Funds.  Effective August 5,
2004,  the line of credit  agreement  was amended to add Fund Ten as a borrower.
The Initial Funds and Fund Ten are collectively referred to as the Borrowers. On
December  6,  2004,  the Loan and  Security  Agreement  with  Comerica  Bank was
extended to December 30, 2005.

     The Initial  Funds  entered into a  Contribution  Agreement,  dated May 30,
2002,  as  subsequently  amended  to  include  Fund Ten,  pursuant  to which the
Borrowers have agreed to certain  restrictions on the amounts and terms of their
respective  borrowings  under the line of credit  agreement in order to minimize
the risk that a  Borrower  would be unable to repay  its  allocable  portion  of
outstanding line of credit obligations at any time. These  restrictions  include
borrowing  in  excess  of the  lesser  of  (a) an  amount  each  Borrower  could
reasonably  expect to repay in one year from its projected cash flow, or (b) the
greater of (i) the borrowing  base, as defined in the line of credit  agreement,
as  applied  to such  and  (ii)  50% of the net  worth  of  such  Borrower.  The
Contribution  Agreement  provides  that,  in the event a Borrower pays an amount
under this agreement in excess of its allocable  share of the total  obligations
under the line of credit agreement,  whether by reason of an event or default or
otherwise,  the other Borrowers will immediately make a contribution  payment to
such Borrower and in such amount that the aggregate amount paid by each Borrower
reflects its  allocable  share of the  aggregate  obligations  under the line of
credit   agreement.   The  Borrowers'   obligations  to  each  other  under  the
Contribution Agreement are collateralized by a subordinate lien on the assets of
each participating Borrower.

                                       39
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(10)   Note Payable - Recourse - continued

     At December 31, 2004, the Partnership had $4,625,000  outstanding under the
Loan  Agreement.  The aggregate  borrowing by all Funds under the Loan Agreement
was $10,272,992 at December 31, 2004.

     Effective  March 8, 2005,  ICON Cash Flow Partners L.P.  Seven and Comerica
Bank entered into a Seventh Amendment to the Loan and Security  Agreement.  This
Agreement  releases  ICON  Cash  Flow  Partners  L.P.  Seven  from  all  of  its
obligations  under the Loan and Security  Agreement dated as of May 30, 2002. As
such, ICON Cash Flow Partners L.P. Seven is no longer a party to the $17,500,000
line of credit.

(11) Income Taxes (Unaudited)

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

     At December 31, 2004 and 2003, the partners'  capital accounts  included in
the  consolidated  financial  statements  totaled  $16,607,978 and  $23,604,943,
respectively.  The partners' capital accounts for Federal income tax purposes at
December  31,  2004 and 2003  totaled  $6,306,127  and  $7,658,083  (unaudited),
respectively.  The difference  arises primarily from  commissions  reported as a
reduction in the partners' capital accounts for financial reporting purposes but
not for Federal income tax purposes,  and  differences in direct finance leases,
depreciation  and  amortization  and  provision  for  losses  between  financial
reporting and Federal income tax purposes.

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

<TABLE>
<CAPTION>
                                                                      Years Ended December 31,
                                                          ------------------------------------------------
                                                               2004             2003              2002
                                                          -------------     -------------    -------------
<S>                                                       <C>         <C>              <C>
 Net loss per consolidated financial statements           $ (3,521,353)    $   (7,912,634)  $   (1,196,680)
   Differences due to:
     Direct finance leases financings                        (1,157,092)          908,057        3,245,792
     Interest                                                   392,467           607,362          871,925
     Depreciation and impairments                             1,818,570       (2,299,992)       (5,972,900)
     (Recovery of) provision for losses                            -                 -             300,000
         Gain (loss) on sale of equipment                     1,091,859         4,202,620      (1,976,835)
     Other                                                    4,124,205           587,303          550,335
                                                          -------------     -------------    -------------
 Net income (loss) for Federal income tax purposes        $   2,748,656     $ (3,907,284)    $  (4,178,363)
                                                          =============     =============    =============
</TABLE>

                                       40
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(12)   Limited Partnership Redemptions

     The General Partner consented to the Partnership  redeeming  2,793.4670 and
661.40 limited  partnership  units for the years ended December 31, 2004,  2003,
respectively.  The redemption  amounts are  calculated  according to a specified
redemption formula in accordance with the partnership agreement.  Redeemed units
have no  voting  rights  and do not  share  in  distributions.  The  partnership
agreement  limits the number of units  which can be redeemed in any one year and
redeemed  units may not be  reissued.  Redeemed  limited  partnership  units are
accounted for as a reduction from partners' equity.

(13)   Transactions with Related Parties

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

     The Partnership had a net payable of $73,862 due to the General Partner and
affiliates  at December  31,  2004.  Of this amount,  the  Partnership  owed the
General Partner $32,896 for unpaid administrative expense reimbursements for the
year  ended  December  31,  2004.  The  Partnership  had a net  receivable  from
affiliates of $58,564 at December 31, 2003

     Fees and other  expenses  charged to operations by the  Partnership  to the
General  Partner or its affiliates  for the years ended December 31, 2004,  2003
and 2002, respectively, were as follows:

<TABLE>
<CAPTION>
                                                   Years Ended December 31,
                                       ------------------------------------------------
                                            2004             2003              2002
                                       -------------     -------------    -------------
<S>                                    <C>               <C>              <C>
Management fees                        $     538,159     $     737,943    $   1,128,431
Administrative expense reimbursements        301,704           292,117          488,133
                                       -------------     -------------    -------------

                                       $     839,863     $   1,030,060    $   1,616,564
                                       =============     =============    =============
</TABLE>


(14)   Concentration Risks

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

     For the year ended December 31, 2004, the Partnership had three leases that
accounted  for  approximately  84% of total  rental  income.  For the year ended
December  31,  2003,  the  Partnership  had  four  leases  which  accounted  for
approximately 77% of total rental income.  For the year ended December 31, 2002,
the  Partnership had five leases that accounted for  approximately  88% of total
rental income.

                                       41
<PAGE>
                          ICON Income Fund Eight A L.P.
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(15)   Other Comprehensive Income

         For the years ended December 31, 2004, 2003 and 2002, other
comprehensive income (loss) consists of the following:


<TABLE>
<CAPTION>
                                             Years Ended December 31,
                                             2004           2003              2002
                                             ----           ----              ----

<S>                                   <C>               <C>              <C>
Net loss                              $    (3,521,353)  $   (7,912,634)  $  (1,196,680)

Other Comprehensive income (loss):
  Valuation of convertible notes
    receivable during the period.             625,000            -               -
                                      ---------------   --------------   -------------

Comprehensive income (loss)           $    (2,896,353)  $   (7,912,634)  $  (1,196,680)
                                      ===============   ==============   =============

</TABLE>

(16) Selected Quarterly Financial Data (Unaudited)

     The following  table is a summary of selected  financial  data, by quarter,
for the years ended December 31, 2004 and 2003:
<TABLE>
<CAPTION>
                                                               Quarters Ended in 2004
                                                 March 31,      June 30,         September 30,  December 31,
                                                 ---------      --------         -------------  -----------

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

<TABLE>
<CAPTION>
                                                                 Quarters Ended in 2003
                                                March 31,      June 30,         September 30,   December 31,
                                                ---------      --------         -------------   ------------

<S>                                         <C>              <C>                <C>            <C>
Revenue                                     $   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                 $      (0.71)    $        (9.64)    $       0.07   $        (0.27)
                                            =============    ==============     ============   =============
</TABLE>

                                       42
<PAGE>

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

     During the year ended  December 31, 2004 we had no  disagreements  with our
accountants on any matters of accounting or financial reporting.

Item 9A. Controls and Procedures

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of  management  of  ICON  Capital  Corp.,  our  General  Partner,
including the Principal  Executive Officer and the Principal  Financial Officer,
of the effectiveness of the design and operation of our 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  Principal
Executive  Officer  and the  Principal  Financial  Officer  concluded  that  our
disclosure controls and procedures were effective.

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

Item 9B. Other Information

         Not applicable.

                                       43
<PAGE>
                                    PART III

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

     Our General  Partner,  ICON Capital Corp., a Connecticut  corporation,  was
formed in 1985. The General Partner's principal offices are located at 100 Fifth
Avenue,  10th Floor, New York, New York 10011, and the 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 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 our  equipment.  Such services  include the collection of lease payments from
the lessees of the equipment,  re-leasing  services in connection with equipment
which is  off-lease,  inspections  of the  equipment,  liaison  with and general
supervision of lessees to assure that the equipment is being  properly  operated
and maintained, monitoring performance by the lessees of their obligations under
the leases and the payment of operating expenses.

      Our officers and directors are:

     Beaufort J.B. Clarke     Chairman, Chief Executive Officer and Director
     Paul B. Weiss            President and Director
     Thomas W. Martin         Executive Vice President, Chief Financial Officer
                                 and Director
     Michael A. Reisner       Senior Vice President and General Counsel
     Sean E. Hoel             Senior Vice President

     Beaufort J. B. Clarke,  58, has been our Chairman,  Chief Executive Officer
and Director  since  August of 1996.  He was our  President  from August of 1996
until December 31, 1998. Prior to his present positions, Mr. Clarke was founder,
President  and Chief  Executive  Officer of Griffin  Equity  Partners,  Inc.  (a
purchaser  of equipment  leasing  portfolios)  from October 1993 through  August
1996. Prior to that, Mr. Clarke was President of Gemini Financial Holdings, Inc.
(an  equipment   leasing  company)  from  June  1990  through   September  1993.
Previously,  Mr. Clarke was a Vice President of AT&T Systems Leasing. Mr. Clarke
formerly was an attorney with Shearman and Sterling.  Mr. Clarke received a B.A.
degree  from  the  George  Washington  University  and a J.D.  degree  from  the
University  of South  Carolina.  Mr.  Clarke has been in the  equipment  leasing
business, as a business person and lawyer, since 1979.

     Paul B. Weiss,  44, has been our  President  and Director  since January 1,
1999. Mr. Weiss was our Director and Executive Vice  President  responsible  for
lease  acquisitions  from  November of 1996 until  December 31, 1998.  Mr. Weiss
served as Executive Vice  President and  co-founder of Griffin Equity  Partners,
Inc. from October of 1993 through November of 1996. Prior to that, Mr. Weiss was
Senior Vice President of Gemini Financial  Holdings,  Inc. from 1991 to 1993 and
Vice President of Pegasus  Capital  Corporation (an equipment  leasing  company)
from 1988 through 1991. Mr. Weiss received a B.A. in Economics from  Connecticut
College. Mr. Weiss has been in the equipment leasing business since 1988.

                                       44
<PAGE>

     Thomas  W.  Martin,  51,  has  been our  Executive  Vice  President,  Chief
Financial  Officer and Director (and  Director,  President  and Chief  Financial
Officer of the  dealer-manager as well) since August of 1996. Mr. Martin was the
Executive Vice President,  Chief  Financial  Officer and a co-founder of Griffin
Equity  Partners,  Inc.  from October 1993 to August  1996.  Prior to that,  Mr.
Martin was Senior Vice President of Gemini Financial  Holdings,  Inc. from April
1992 to October  1993 and he held the position of Vice  President at  Chancellor
Corporation (an equipment  leasing  company) for 7 years.  Mr. Martin received a
B.S.  degree from the  University of New  Hampshire.  Mr. Martin has been in the
equipment leasing business since 1983.

     Michael  A.  Reisner,  Esq.,  34, has been our Senior  Vice  President  and
General  Counsel  since  January 2004.  Mr.  Reisner was our Vice  President and
Associate General Counsel from March 2001 until December 2003. Previously,  from
1996 to 2001, Mr. Reisner was an attorney with Brodsky Altman & McMahon,  LLP in
New York, concentrating on commercial transactions.  Mr. Reisner received a J.D.
from New York Law School and a B.A. from the University of Vermont.

     Sean E. Hoel, 35, has been our Senior Vice  President  since June 1999. Mr.
Hoel is responsible for the acquisition of equipment  subject to lease. Mr. Hoel
has a Masters Degree in Finance from Seattle University,  preceded by Law School
at the  University of Oslo, a B.A. in Finance at the  University of Wyoming,  as
well as three years of military service as a naval officer.

     Code of Ethics

     The  General  Partner on our  behalf  has  adopted a code of ethics for its
Chief Executive Officer,  Chief Financial Officer and Chief Accounting  Officer.
The Code of Ethics is available  free of charge by requesting it in writing from
our General Partner.  The General  Partner's  address is 100 Fifth Avenue,  10th
Floor, New York, New York 10011.

Item 11. Executive Compensation

     We have 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, 2004, 2003 and 2002.


<TABLE>
<CAPTION>


        Entity               Capacity            Compensation            2004           2003         2002
----------------------  ------------------  ------------------------  -----------  -----------  -----------
<S>                                                                   <C>          <C>          <C>
ICON Capital Corp.      General Partner     Management fees           $   538,159  $   737,943  $ 1,128,431
                                                                      ===========  ===========  ===========
ICON Capital Corp.      General Partner     Administrative fees       $   301,704  $   292,117  $   488,133
                                                                      ===========  ===========  ===========
</TABLE>

     The   General   Partner   also  has  a  1%  interest  in  our  profits  and
distributions.  We paid distributions to the General Partner of $40,221, $61,012
and $80,811,  respectively, for the years ended December 31, 2004 2003 and 2002.
Additionally, the General Partners interest in our net loss was $35,214, $79,126
and $11,967, respectively, for the years ended December 31, 2004 2003 and 2002.

                                       45
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management

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

     (b) As of March 30, 2005,  Directors and Officers of the General Partner do
not own any of our equity securities.

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

Item 13. Certain Relationships and Related Transactions

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

Item 14. Principal Accountant Fees and Services

     During the year ended  December  31,  2004 and 2003 our  auditors  provided
audit  services  relating  to our annual  report on Form 10-K and our  quarterly
reports on Form 10-Q. Additionally,  our auditors provided other services in the
form of tax compliance work. Their fees are shown in the table below:

                                          2004              2003
                                      -------------    -------------
     Audit fees                       $      73,313    $      55,000
     Audit related fees                       1,350                -
     Tax fees (for compliance)               15,300            1,093
                                      -------------    -------------

                                      $      89,963    $     56,093
                                      =============    ============

                                       46
<PAGE>
                                     PART IV

Item 15. Exhibits, Financial Statement Schedules


 (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.


(iii) On December 31, 2004,  Jeremiah  Silkowski,  resigned from his position of
Senior Vice President of ICON Capital Corp., the Company's  general partner,  so
that he may pursue  other  opportunities  (incorporated  by reference to Current
Report on Form 8-K, dated January 6, 2005).

(b) 10.1 Sixth  Amendment to the Loan and Security  Agreement dated May 30, 2002
as amended.

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

31.2 Rule 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.

(c) Unconsolidated Joint Venture Financial Statements, See Part II, Item 8, Note
3.

                                       47
<PAGE>
                                   SIGNATURES

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

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

Date: May 13, 2005       /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: May 13, 2005       /s/ Beaufort J.B. Clarke
                        -----------------------------------------------
                        Beaufort J.B. Clarke
                        Chairman, Chief Executive Officer and Director


Date: May 13, 2005       /s/ Paul B. Weiss
                        -----------------------------------------------
                        Paul B. Weiss
                        President and Director


Date: May 13, 2005       /s/ Thomas W. Martin
                        -----------------------------------------------
                        Thomas W. Martin
                        Executive Vice President and Director
                       (Principal Financial and Accounting Officer)

Supplemental  Information to be furnished with reports filed pursuant to Section
15(d) of the Act by Registrant which has 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.

                                       48
<PAGE>

Exhibit 31.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley  Act of 2002 (18 U.S.C.  1350) I, Beaufort J.B.  Clarke,  certify
that:

1. I have reviewed this annual report on Form 10-K of ICON Income 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's  ability  to  record,  process,   summarize  and  report
     financial information; and

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

Dated: May 13, 2005

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

                                       49
<PAGE>

Exhibit 31.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) I, Thomas W. Martin, certify that:

1. I have reviewed this annual report on Form 10-K of ICON Income 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's  ability  to  record,  process,   summarize  and  report
     financial information and

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

Dated: May 13, 2005

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

                                       50
<PAGE>
Exhibit 32.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  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 General  Partner,  in
connection   with  the  Annual   Report  of  ICON  Income  Eight  A  L.P.   (the
"Partnership")  on Form 10-K for the year ended December 31, 2004, 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: May 13, 2005

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

                                       51
<PAGE>

Exhibit 32.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  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
General  Partner,  in  connection  with the Annual Report of ICON Income Eight A
L.P. (the  "Partnership")  on Form 10-K for the year ended December 31, 2004, 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: May 13, 2005

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

                                       52