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

                                    FORM 10-K

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

For the fiscal year ended                December 31, 2001
                          ------------------------------------------------------
                                              or

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

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

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

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

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

             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

Title of each class                  Name of each exchange on which registered

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

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

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


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


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

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


<PAGE>


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

                                December 31, 2001

                                TABLE OF CONTENTS

Item                                                                       Page

PART I

1.   Business                                                              3-4

2.   Properties                                                              4

3.   Legal Proceedings                                                       4

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

PART II

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

6.   Selected Financial and Operating Data                                   6

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                  7-12

8.   Consolidated Financial Statements and Supplementary Data            13-32

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                    33

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                     33-34

11.  Executive Compensation                                                 34

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                         34

13.  Certain Relationships and Related Transactions                         35

PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K        35

SIGNATURES                                                                  45



<PAGE>


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

                                December 31, 2001

                                     PART I

Item 1.  Business

General Development of Business

     ICON Income Fund Eight A L.P.  (the  "Partnership"),  was formed on July 9,
1997 as a Delaware limited partnership.  The Partnership's  maximum offering was
$75,000,000.  The  Partnership  commenced  business  operations  on its  initial
closing date, October 14, 1998, with the admission of 12,000 limited partnership
units at $100 per unit representing $1,200,000 of capital contributions. Between
October 15, 1998 and May 17, 2000, the date of the Partnership's  final closing,
737,965.04  additional units were admitted  representing  $73,796,504 of capital
contributions   bringing  the  total  admission  to  749,965.04  units  totaling
$74,996,504 in capital contributions.  Below is a table summarizing the activity
since the final closing:

Total units issued from offering                          749,965.04
Units redeemed - 2000                                      (3,221.15)
                                                       -------------

Total units outstanding at December 31, 2000              746,743.89
Units redeemed - 2001                                        (880.00)
                                                       -------------

Total units outstanding at December 31, 2001              745,863.89
                                                       =============

Segment Information

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

Narrative Description of Business

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

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



<PAGE>


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

                                December 31, 2001

     The  Partnership had three and two lessees who accounted for 10% or more of
total revenue during the years ended  December 31, 2001 and 2000,  respectively.
In the year ended  December 31, 2001,  equipment  leased to The Boeing  Company,
Portland   General   Electric,   and  Sky  Airlines   generated  20%,  19%,  15%
respectively,  of total revenue. In the year ended December 31, 2000,  equipment
leased to Portland General  Electric and KLM Royal Dutch Airlines  generated 19%
and 29% respectively, of total revenue.

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

Lease and Financing Transactions

     During the year ended  December 31, 2001 the  Partnership  did not purchase
nor  finance  any  additional  equipment  other than an upgrade to one  aircraft
subject to lease.

     In 2000, the  Partnership  acquired a 2% interest in a joint venture ("ICON
Aircraft 24846,  LLC") with two other  affiliates  acquiring the remaining joint
venture  interests.  The  Partnership  also  acquired a 1%  interest  in a joint
venture  ("ICON  Cheyenne,  LLC")  with three  other  affiliates  acquiring  the
remaining joint venture interests.

Item 2.  Properties

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

Item 3.  Legal Proceedings

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

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

     No matters  were  submitted to a vote of security  holders  during the year
ended 2001.


<PAGE>


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

                                December 31, 2001

PART II

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

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

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

                                             2001                 2000
                                             ----                 ----

      Limited Partners                      2,892                2,900
      General Partner                           1                    1



<PAGE>


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

                                December 31, 2001

Item 6.  Selected Consolidated Financial and Operating Data

<TABLE>
                                                                              Years Ended December 31,
                                                    ---------------------------------------------------------------------
                                                            2001              2000             1999            1998   (1)
                                                            ----              ----             ----            ----

<S>                                                 <C>                <C>              <C>               <C>
Total revenue                                       $      12,975,571  $   14,229,916   $      9,131,846  $        46,998
                                                    =================  ==============   ================  ===============

Net (loss) income                                   $         (29,316) $      102,001   $      1,262,140  $        27,205
                                                    =================  ==============   ================  ===============

Net (loss) income allocable to limited partners     $         (29,023) $      100,981   $      1,249,519  $        26,933
                                                    =================  ==============   ================  ===============

Net (loss) income allocable to the
   General Partner                                  $            (293) $        1,020   $         12,621  $           272
                                                    =================  ==============   ================  ===============

Weighted average limited partnership
   units outstanding                                          746,378         710,779            337,936  $        95,236
                                                    =================  ==============   ================  ===============

Net (loss) income per weighted average
   limited partnership unit                         $           (.04)  $          .14   $          3.70   $           .28
                                                    ================   ==============   ===============   ===============

Distributions to limited partners                   $       8,022,337  $    7,640,879   $      3,632,817  $        64,728
                                                    =================  ==============   ================  ===============

Distributions to the General Partner                $          81,039  $       77,127   $         37,282  $           654
                                                    =================  ==============   ================  ===============
</TABLE>

<TABLE>
                                                                                     December 31,
                                                    ---------------------------------------------------------------------
                                                            2001             2000              1999              1998
                                                            ----             ----              ----              ----

<S>                                                 <C>                <C>              <C>               <C>
Total assets                                        $     107,774,081  $  130,291,422   $    137,921,891  $    47,129,579
                                                    =================  ==============   ================  ===============

Partners' equity                                    $      47,108,809  $   55,293,693   $     49,476,423  $    11,794,840
                                                    =================  ==============   ================  ===============
</TABLE>


(1)  No data is  presented  for  periods  prior to 1998  since  the  Partnership
     commenced operations on October 14, 1998, the initial closing date. Revenue
     and income in 1998 does not reflect a full year's operations.


<PAGE>


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

                                December 31, 2001

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

     ICON Income  Fund Eight A L.P.  (the  "Partnership")  was formed on July 9,
1997 as a Delaware limited partnership.  The Partnership's  maximum offering was
$75,000,000.  The  Partnership  commenced  business  operations  on its  initial
closing date, October 14, 1998, with the admission of 12,000 limited partnership
units at $100 per unit representing $1,200,000 of capital contributions. Between
October 15, 1998 and May 17, 2000, the date of the Partnership's  final closing,
737,965.04  additional units were admitted  representing  $73,796,504 of capital
contributions   bringing  the  total  admission  to  749,965.04  units  totaling
$74,996,504 in capital contributions.  Below is a table summarizing the activity
since the final closing.

Total units issued from offering                              749,965.04
Units redeemed - 2000                                          (3,221.15)
                                                       -----------------

Total units outstanding at December 31, 2000                  746,743.89
Units redeemed - 2001                                            (880.00)
                                                       -----------------

Total units outstanding at December 31, 2001                  745,863.89
                                                       =================

Significant Accounting Policies and Management Estimates

     Basis of  Accounting  and  Presentation  - The  Partnership's  records  are
maintained on the accrual  basis.  The  preparation  of financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  at the dates of the financial  statements and revenues and expenses
during the reporting  periods.  Significant  estimates include the allowance for
doubtful accounts and unguaranteed residual values. Management believes that the
estimates and  assumptions  utilized in preparing its financial  statements  are
reasonable  and prudent.  Actual results could differ from those  estimates.  In
addition,  management is required to disclose  contingent  assets and contingent
liabilities.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties as finance  leases or  operating  leases,  as  appropriate.  For finance
leases,  the  Partnership  records,  at the  inception  of the lease,  the total
minimum lease payments receivable,  the estimated  unguaranteed residual values,
the initial direct costs related to the leases and the related  unearned income.
Unearned income  represents the difference  between the sum of the minimum lease
payments receivable plus the estimated  unguaranteed  residual minus the cost of
the leased  equipment.  Unearned income is recognized as finance income over the
terms of the related  leases using the interest  method.  For operating  leases,
equipment is recorded at cost and is  depreciated  on the  straight-line  method
over  the  lease  terms  to  their   estimated   fair  market  values  at  lease
terminations.  Related lease rentals are  recognized on the straight line method
over the lease terms.  Billed and uncollected  operating  lease  receivables are
included in other assets. Initial direct costs of finance leases are capitalized
and are  amortized  over the terms of the  related  leases  using  the  interest
method.  Initial direct costs of operating  leases are capitalized and amortized
using the straight-line method over the lease terms.


<PAGE>


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

                                December 31, 2001

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

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

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from release or resale of the equipment.  Generally,
third party appraisals, reviews of future cash flows and anticipated future cash
flows and detailed market  analyses are used as the basis for measuring  whether
an impairment loss should be recognized.

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

Results of Operations for the Years Ended December 31, 2001 and 2000

     Finance lease income decreased by $1,826,177, or approximately 20%, in 2001
as compared to 2000,  due to the  continued  collection  of the related  finance
lease receivables,  which reduced the investments on which such income is based,
the  reclassification of two restructured  aircraft leases from financing leases
to operating  leases in the fourth quarter of 2001, as well as the expiration in
2001 of two  leases in  accordance  with  their  scheduled  terms.  The  related
equipment was sold in 2001 for gains totaling $288,060.

     Rental  income  (from   operating   leases)   increased  by  $626,780,   or
approximately  13%, in 2001 as compared to 2000,  attributable to earning a full
year of rent in 2001 on equipment  purchased  during  2000,  as well as the rent
generated in the fourth  quarter of 2001 by the  restructured  leases of the two
aircraft discussed above.


<PAGE>


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

                                December 31, 2001

     During  2001 the  Partnership  recognized  a gain on sale of an  option  to
acquire  an  unguaranteed  residual  of  $1,219,910  and  gains  on the  sale of
equipment of $288,060. No similar amounts were recognized in 2000.

     During 2001 the Partnership recognized a net loss from investments in joint
ventures of  $1,146,543  as compared  to net income  from  investments  in joint
ventures of $231,909 in 2000. The principal reason for the Partnership's loss in
2001 was its $1,174,769 share of the loss of $2,687,696  recognized by AIC Trust
(a joint venture in which the  Partnership has a 43.73%  interest).  AIC Trust's
loss  was  primarily  the  result  of the  sale of all of its  leased  equipment
portfolio  at the end of  December  2001 for a price  which  was  less  than its
carrying value. This was partially offset by income generated by two other joint
ventures in 2001. The AIC Trust  generated  income of $529,585 in 2000, of which
$231,587 was the Partnership's share.

     Interest  income and other was  $65,490 in 2001 as  compared to $249,956 in
2000.  The  decrease  was  attributable  to a reduction  in cash  available  for
investment in 2001 (due to the continued  acquisition of leased equipment during
2000) as well as a reduction in interest rates.

     Interest expense decreased by $1,081,456,  or approximately 15% in 2001, as
compared to 2000, due principally to the repayment of non-recourse  indebtedness
by the application of lease payments in accordance with the repayment schedules,
partially  offset  by  the  interest  associated  with  additional  non-recourse
borrowings secured by an aircraft leased to The Boeing Company.  In addition the
reduction is  attributable  to the  reduction in the variable rate recourse debt
outstanding, as well as the reduction in interest rates on such recourse debt in
2001 as compared to 2000.

     Depreciation increased in 2001 by $82,749, or approximately 3%, as compared
to 2000 due to the full year effect in 2001 of investments  in operating  leases
acquired in 2000,  as well as the  reclassification  of two aircraft  previously
accounted  for as financing  leases to  investments  in operating  leases in the
fourth  quarter  of  2001.  This  was  partially  offset  by the  fact  that  no
depreciation  was  recognized  in 2001 on an aircraft for the period that it was
off-lease. Depreciation resumed when the aircraft was released.

     Management fees - General Partner increased by $65,750, or approximately 4%
in 2001,  as compared  to 2000,  which was  consistent  with the change in lease
payments on which such fees are based.

     Administrative  expense  reimbursements  -  General  Partner  increased  by
$13,642 or  approximately  2% in 2001 as compared  to 2000 which was  consistent
with the Partnership's level of operations.

     Amortization   of  initial   direct  costs   decreased   by  $117,345,   or
approximately 14%, in 2001 as compared to 2000, due principally to the continued
reduction  of the  amortizable  balance of initial  direct  costs and the method
(interest  method) used to  calculate  amortization  of initial  direct costs on
finance leases.

     General and administrative  expenses increased in 2001 by $111,005, or 22%,
as compared to 2000, due principally to an increase in legal fees, appraisal and
inspection costs.

     Based  upon  its  review  of  receivables  and the  credit  quality  of the
Partnership's  lessees, there was no provision for doubtful accounts recorded in
2001. The Partnership  recorded a provision for doubtful accounts of $200,000 in
2000.


<PAGE>


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

                                December 31, 2001


     The net loss for the  Partnership in 2001 was $29,316  ($(.04) per weighted
average  limited  Partnership  unit) as compared to net income of $102,001 ($.14
per weighted average limited Partnership unit) in 2000. The reduction in finance
income,  the  loss  from  investments  in joint  ventures  and the  increase  in
management  fees,   administrative   expense   reimbursements  and  general  and
administrative  expenses,  which reduced net income in 2001 as compared to 2000,
was  partially  offset by the  increase in rental  income,  the gains on sale of
investments in unguaranteed  residuals and equipment,  the reduction in interest
expense, the reduction of amortization of initial direct costs and the reduction
in provision for doubtful accounts.

Results of Operations for the Period Ended December 31, 2000 and 1999

     For the years ended December 31, 2000 and 1999, the  Partnership  purchased
equipment  subject to leases with an initial cost of $5,135,357 and $92,843,212,
respectively,  involving two and twelve lessees,  respectively.  In addition, in
2000 the Partnership  invested $1,997,000 to acquire an interest in the residual
of an offshore  drilling  rig on lease to Rowan  Companies  and  $2,526,696  for
residual  interests  related to a portfolio of  technology  and other  equipment
leases with various lessees in the United Kingdom.

     Revenues  for  the  year  ended   December   31,  2000  were   $14,229,916,
representing  an  increase of  $5,098,070  from 1999.  The  increase in revenues
resulted  primarily  from an increase in rental  income of  $3,380,439,  finance
income of $1,367,361,  income from investments in joint ventures of $242,780 and
interest income and other of $107,490. These increases were due primarily to the
Partnership's  higher average  outstanding  lease investment  portfolio in 2000,
which resulted from equipment acquisition activity in 1999 and 2000.

     Expenses  for  the  year  ended   December   31,  2000  were   $14,127,915,
representing  an  increase of  $6,258,209  from 1999.  The  increase in expenses
resulted   primarily   from   increases  in  interest   expense  of  $2,963,399,
depreciation expense of $2,051,995,  management fees of $905,802, administrative
expense   reimbursements   General   Partner  of   $405,715   and   general  and
administrative  of $183,983.  These increases were partially offset by decreases
in the provision for doubtful  accounts of $185,000 and  amortization of initial
direct costs of $65,758. The increase in interest expense was due to an increase
in the average  debt  outstanding  from 1999 to 2000.  The increase in all other
noted expense  categories was due to the overall  increases in the Partnership's
lease investment portfolios resulting from equipment acquisition activity during
1999 and 2000 and higher  levels of operating  activity  during the 2000 period.
The  decrease in the  provision  for bad debts was the result of  determinations
made of the level of reserves required during the 1999 and 2000 periods.

     Net income for the years ended  December 31, 2000 and 1999 was $102,001 and
$1,262,140,   respectively.   The  net  income  per  weighted   average  limited
partnership unit was $.14 and $3.70 for 2000 and 1999, respectively.



<PAGE>


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

                                December 31, 2001

Liquidity and Capital Resources

     The  Partnership's  primary sources of funds in the year ended December 31,
2001 were net cash provided by operating activities of $3,143,983, proceeds from
the sale of equipment of  $3,664,324,  proceeds  from the sale of  investment of
unguaranteed  residual  of  $2,608,659  distributions  from a joint  venture  of
$362,587 and a non-recourse  borrowing of $3,004,674  secured by a 737-400 lease
to The Boeing Company. The Partnership met its distribution objectives of $10.75
per unit in 2001  ($8,103,376  including the General  Partner's  share).  During
2001, the Partnership  repaid  non-recourse  notes payable of $13,327,066 by the
application  of the related rental  payments and used cash generated  during the
year to  repay  $1,774,113  of  recourse  notes  under  the line of  credit  and
$1,510,523 of non-recourse notes payable.

     The Partnership entered into a $5,000,000 recourse line of credit agreement
with an  unaffiliated  third  party  bank  in  1998.  This  line  of  credit  is
collateralized  by certain  receivables  and residuals and bears interest at the
bank's  prime  rate  (4.75% at  December  31,  2001) plus one half  percent.  At
December  31, 2001 and 2000,  the  Partnership  had  $1,819,912  and  $3,594,026
outstanding respectively, under the line of credit.

     Cash  distributions to the limited  partners,  which were paid on a monthly
basis,  aggregated  $8,022,337 in 2001 and $7,640,879 in 2000 and  represented a
annualized  cash  distribution  rate of 10.75%  ($10.75 per limited  partnership
unit).  The entire cash  distribution in 2001 represented as a return of capital
as compared  to $.14 of  investment  income and $10.61  return of capital in the
2000 period  (based upon  original  capital  contribution).  Distributions  were
calculated  based  on  the  number  of  days  each  investment  unit  was in the
Partnership.

     During the year ended December 31, 2001, the Partnership's only acquisition
activity consisted of acquiring an upgrade for one aircraft on lease. During the
year,  the  Partnership   sold  an  option  related  to  an  investment  in  the
unguaranteed  residual of an aircraft leased to a US based  commercial  airline.
The purchase option,  which was originally acquired for a price of $1,150,000 in
1999, was sold for  $2,369,910,  resulting in a gain of  $1,219,910.  During the
year ended December 31, 2001, the Partnership  also recognized gains on sales of
$288,060 upon the expiration of certain finance leases.


     As of December 31, 2001 there were no known trends or demands, commitments,
events  or  uncertainties  which  are  likely  to have any  material  effect  on
liquidity.  As cash is realized from operations and additional  borrowings,  the
Partnership  will continue to invest in equipment leases and financings where it
deems it to be  prudent  while  retaining  sufficient  cash to meet its  reserve
requirements and recurring obligations.

New Accounting Pronouncement

     Effective   January  1,  2002,  the  Partnership   adopted  SFAS  No.  144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No. 144).
This  statement  requires  that  long-lived  assets be reviewed  for  impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison  of the  carrying  amount of an asset to the future net
cash flows expected to be generated by the


<PAGE>


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

                                December 31, 2001

     asset.  If the carrying  amount of the asset exceeds its  estimated  future
cash  flows,  an  impairment  charge is  recognized  by the  amount by which the
carrying  amount of the asset exceeds the fair value of the asset.  SFAS No. 144
requires companies to separately report discontinued operations and extends that
reporting to a component of an entity that either has been disposed of (by sale,
abandonment or in a distribution  to the owners) or classified as held for sale.
Assets to be disposed of are  reported  at the lower of the  carrying  amount or
fair value less the costs to sell. The adoption of SFAS No. 144 did not have any
effect on the Partnership's  financial  position or results of operations as the
provisions of SFAS No. 144 are similar to the  partnership's  current policy for
impairment review.

Item 7a.  Qualitative and Quantitative Disclosures About Market Risk

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

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

     Additionally  the  Partnership  borrows funds under a floating rate line of
credit and is therefore  exposed to interest  rate risk until the floating  rate
line of credit is repaid.  The Partnership's  borrowings under the floating rate
line of credit as of December 31, 2001 was  $1,819,912 as compared to $3,594,026
at December 31, 2000. The  Partnership  believes the risk associated with rising
interest rates under this line is not significant.

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

     The  Partnership has an investment in excess of $24 million in equipment on
lease to Portland General  Electric (PGE), a utility company,  which is a wholly
owned subsidiary of Enron Corporation ("Enron").  In the fourth quarter of 2001,
Enron Corporation filed for Chapter 11 bankruptcy protection.  PGE has not filed
for bankruptcy. PGE is current on its lease payments at the date of this report.
Management is continually monitoring the Enron proceedings to the extent that it
could, in the future, impact the Partnership's investment.

     In 2000, the  Partnership  acquired  aircraft  rotables for a total cost of
$1,961,000,  subject to a lease with Sabena  Technics SA  scheduled to expire in
January  2003.  In November  2001 Sabena SA, the parent of Sabena  Technics  SA,
filed for bankruptcy in Belgium. Sabena Technics SA did not file for bankruptcy.
Through  March 2002,  Sabena  Technics SA has  continued to operate and make all
rental payment.




<PAGE>


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

                                December 31, 2001

Item 8.  Consolidated Financial Statements and Supplementary Data

                        Index to Financial Statements

                                                                 Page Number

Independent Auditors' Report                                              15

Consolidated Balance Sheets as of December 31, 2001 and 2000              16

Consolidated Statements of Operations for the
  Years Ended December 31, 2001, 2000 and 1999                            17

Consolidated Statements of Changes in Partners' Equity for the
  Years Ended December 31, 2001, 2000 and 1999                            18

Consolidated Statements of Cash Flows for the
  Years Ended December 31, 2001, 2000 and 1999                         19-21

Notes to Consolidated Financial Statements                             22-32



<PAGE>












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

                        Consolidated Financial Statements

                                December 31, 2001

                   (With Independent Auditors' Report Thereon)



<PAGE>











                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying  consolidated balance sheet of ICON Income Fund
Eight A L.P. (a Delaware limited  partnership) as of December 31, 2001 and 2000,
and the related  consolidated  statements  of  operations,  changes in partners'
equity  and cash  flows  for each of the years in the three  year  period  ended
December  31,   2001.   These   consolidated   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of ICON Income Fund
Eight A L.P. as of December 31, 2001 and 2000, and the results of its operations
and its cash flows for each of the years in the three year period ended December
31, 2001, in conformity with  accounting  principles  generally  accepted in the
United States of America.



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


April 15, 2002
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,

<TABLE>
                                                             2001            2000
                                                             ----            ----
Assets

<S>                                                    <C>              <C>
Cash and cash equivalents                              $    3,213,445   $     3,205,892
                                                       --------------   ---------------

Investment in finance leases
   Minimum rents receivable                                27,530,587        54,638,052
   Estimated unguaranteed residual values                  32,985,468        43,012,329
   Initial direct costs                                       780,194         1,698,552
   Unearned income                                        (10,522,087)      (19,821,123)
   Allowance for doubtful accounts                           (585,000)         (585,000)
                                                       --------------   ---------------
                                                           50,189,162        78,942,810
Investment in operating leases
   Equipment, at cost                                      52,734,532        40,688,100
   Accumulated depreciation                                (5,969,663)       (3,240,611)
                                                       --------------   ---------------
                                                           46,764,869        37,447,489

Investments in unguaranteed residual values                 4,284,947         5,673,696
                                                       --------------   ---------------

Investments in joint ventures                               1,870,740         3,379,870
                                                       --------------   ---------------

Other assets                                                1,450,918         1,641,665
                                                       --------------   ---------------

Total assets                                           $  107,774,081   $   130,291,422
                                                       ==============   ===============

Liabilities and Partners' Equity

Notes payable - non-recourse                           $   57,687,654   $    69,520,569
Note payable - recourse                                     1,819,912         3,594,026
Security deposits and other                                 1,044,468         1,197,193
Accounts payable - General Partner and affiliate               -                537,085
Minority interests in joint venture                           113,238           148,856
                                                       -------------    ---------------
                                                          60,665,272         74,997,729
                                                       -------------    ---------------
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                          (181,482)          (100,150)
   Limited partners (745,863.89 and 746,743.89 units
     outstanding, $100 per unit original issue price)     47,290,291         55,393,843
                                                       -------------    ---------------

     Total partners' equity                               47,108,809         55,293,693
                                                       -------------    ---------------

Total liabilities and partners' equity                 $ 107,774,081    $   130,291,422
                                                       =============    ===============

</TABLE>





See accompanying notes to consolidated financial stat ements


<PAGE>


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

                      Consolidated Statements of Operations

              For the Years Ended December 31, 2001, 2000 and 1999
<TABLE>

                                                          2001            2000           1999
                                                      ------------    ------------   ------------
Revenues

<S>                                                   <C>             <C>            <C>
   Finance income                                     $  7,161,935    $  8,988,112   $  7,620,751
   Rental income                                         5,386,719       4,759,939      1,379,500
   Gain on sale of option to acquire an
     unguaranteed residual                               1,219,910            --             --
   Gain on sale of equipment                               288,060            --             --
   (Loss) income from investments in joint ventures     (1,146,543)        231,909        (10,871)
   Interest income and other                                65,490         249,956        142,466
                                                      ------------    ------------   ------------

   Total revenues                                       12,975,571      14,229,916      9,131,846
                                                      ------------    ------------   ------------

Expenses

   Interest                                              6,279,671       7,361,127      4,397,728
   Depreciation                                          2,729,052       2,646,303        594,308
   Management fees - General Partner                     1,902,703       1,836,953        931,151
   Administrative expense
     reimbursements - General Partner                      764,715         751,073        345,358
   Amortization of initial direct costs                    702,003         819,348        885,106
   General and administrative                              608,169         497,164        313,181
   Minority interest expense                                18,574          15,947         17,874
   Provision for doubtful accounts                            --           200,000        385,000
                                                      ------------    ------------   ------------

   Total expenses                                       13,004,887      14,127,915      7,869,706
                                                      ------------    ------------   ------------

Net (loss) income                                     $    (29,316)   $    102,001   $  1,262,140
                                                      ============    ============   ============

Net (loss) income allocable to:
   Limited partners                                   $    (29,023)   $    100,981   $  1,249,519
   General Partner                                            (293)          1,020         12,621
                                                      ------------    ------------   ------------

                                                      $    (29,316)   $    102,001   $  1,262,140
                                                      ============    ============   ============
Weighted average number of limited
   partnership units outstanding                           746,378         710,779        337,936
                                                      ============    ============   ============

Net (loss) income per weighted average
   limited partnership unit                           $       (.04)   $        .14   $       3.70
                                                      ============    ============   ============
</TABLE>




See accompanying notes to consolidated financial statements.


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity

              For the Years Ended December 31, 2001, 2000 and 1999
<TABLE>

                                                      Limited Partner Distributions

                                      Return of    Investment           Limited        General
                                       Capital       Income            Partners        Partner          Total
                                    (Per weighted average unit)
Balance at
<S>         <C> <C>                                                <C>              <C>           <C>
   December 31, 1998                                               $    11,794,222  $        618  $   11,794,840

Proceeds from issuance
  of limited partnership
   units (458,408 units)                                                45,840,825           -        45,840,825

Sales and offering expenses                                             (5,751,283)          -        (5,751,283)

Cash distributions to partners        $  7.05       $  3.70             (3,632,817)      (37,282)     (3,670,099)

Net income                                                               1,249,519        12,621       1,262,140
                                                                   ---------------  ------------  --------------

Balance at
   December 31, 1999                                                    49,500,466       (24,043)     49,476,423

Proceeds from issuance
   of limited partnership
   units (154,770.46 units)                                             15,477,046           -        15,477,046

Sales and offering expenses                                             (1,765,140)          -        (1,765,140)

Cash distributions to partners        $ 10.61       $   .14             (7,640,879)      (77,127)     (7,718,006)

Limited partnership units
   redeemed (3,221.15 units)                                              (278,631)          -          (278,631)

Net income                                                                 100,981         1,020         102,001
                                                                   ---------------  ------------  --------------

Balance at December 31, 2000                                            55,393,843      (100,150)     55,293,693

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

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

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

Balance at December 31, 2001                                       $    47,290,291  $   (181,482) $   47,108,809
                                                                   ===============  ============  ==============
</TABLE>



See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Cash Flows

              For the Years Ended December 31, 2001, 2000 and 1999
<TABLE>

                                                                        2001            2000             1999
                                                                        ----            ----             ----

Cash flows from operating activities:
<S>                                                               <C>              <C>             <C>
   Net (loss) income                                              $       (29,316) $      102,001  $     1,262,140
                                                                  ---------------  --------------  ---------------
   Adjustments to reconcile net income to
     net cash provided by operating activities:
       Finance income portion of receivables paid directly
         to lenders by lessees                                         (5,563,502)     (6,614,810)      (5,939,302)
       Rental income paid directly to lenders by lessees               (4,972,825)     (4,603,249)      (1,395,000)
       Interest expense on non-recourse financing paid
         directly by lessees                                            5,522,977       6,686,835        4,142,210
       Depreciation                                                     2,729,052       2,646,303          594,308
       Amortization of initial direct costs                               702,003         819,348          885,106
       Gain of sale of equipment                                         (288,060)          -                -
       Gain on sale of investment in unguaranteed residual             (1,219,910)          -                -
       Minority interest expense                                           18,574          15,947           17,874
       Loss (income) from investments in joint ventures                 1,146,543        (231,909)          10,871
       Provision for doubtful accounts                                   -                200,000          385,000
       Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables             5,598,071       4,073,479        2,826,053
         Other assets                                                     190,747         (78,613)      (1,518,394)
         Security deposits and others                                    (153,286)        675,498          348,777
         Accounts payable to General Partner
           and affiliates, net                                           (537,085)        537,085       (1,232,922)
         Other                                                                --          241,558           99,843
                                                                  ---------------  --------------  ---------------

           Total adjustments                                            3,173,299       4,367,472         (775,576)
                                                                  ---------------  --------------  ---------------

       Net cash provided by operating activities                        3,143,983       4,469,473          486,564
                                                                  ---------------  --------------  ---------------

Cash flows from investing activities:
   Equipment purchased                                                 (1,280,666)     (2,255,107)     (40,110,867)
   Proceeds from sale of equipment                                      3,664,324              -               -
   Proceeds from sale of investment of unguaranteed residual            2,608,659              -               -
   Distribution received from joint venture                               362,587              -               -
   Initial direct costs                                                   -              (181,214)      (1,799,189)
   Minority interests in joint ventures                                   -                    -           (55,845)
   Investments in joint ventures                                          -              (158,832)      (3,000,000)
   Investments in unguaranteed residual values                            -            (4,523,696)      (1,150,000)
   Acquisition of minority interest in
     consolidated joint venture                                           (55,804)           -               -
                                                                  ---------------  --------------  ---------------

       Net cash provided by (used in) investing activities              5,299,100      (7,118,849)     (46,115,901)
                                                                  ---------------  --------------  ---------------
</TABLE>

                                                        (continued on next page)


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)
<TABLE>

                                                               2001            2000           1999
                                                               ----            ----           ----
<S>                                                           <C>               <C>            <C>

Cash flows from financing activities:
   Issuance of limited partnership units,
     net of offering expenses                                    --        13,711,906      40,089,542
   Redemption of limited partnership units                    (52,192)       (278,631)           --
   Repayment of recourse debt                              (1,774,113)     (1,405,974)           --
   Proceeds from non-recourse borrowing                     3,004,674            --        12,148,855
   Repayment of non-recourse debt                          (1,510,523)     (3,676,055)           --
   Cash distributions to partners                          (8,103,376)     (7,718,006)     (3,670,099)
                                                         ------------    ------------    ------------

   Net cash (used in) provided by financing activities     (8,435,530)        633,240      48,568,298
                                                         ------------    ------------    ------------

Net increase (decrease) in cash and cash equivalents            7,553      (2,016,136)      2,938,961

Cash and cash equivalents at beginning of the period        3,205,892       5,222,028       2,283,067
                                                         ------------    ------------    ------------

Cash and cash equivalents at end of year                 $  3,213,445    $  3,205,892    $  5,222,028

                                                         ============    ============    ============
</TABLE>















See accompanying notes to consolidated financial statements.


<PAGE>


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

                Consolidated Statements of Cash Flows (continued)

Supplemental Disclosure of Cash Flow Information

     For the periods ended December 31, 2001, 2000 and 1999, non-cash activities
included the following:
<TABLE>

                                                                2001             2000           1999
                                                                ----             ----           ----
<S>                                                         <C>                 <C>          <C>

Fair value of equipment and receivables
   purchased for debt                                     $       -       $ (2,880,250)    $   (52,732,345)

Non-recourse notes payable assumed in purchase price              -           2,880,250        52,732,345

Principal and interest on direct finance receivables
   paid directly to lenders by lessees                       13,877,218      14,558,076         8,058,355

Rental income-assigned - operating lease receivables          4,972,825       4,603,249         1,395,000
   paid directly to lenders by lessees

Principal and interest on non-recourse financing
   paid directly to lenders by lessees                      (18,850,043)    (19,161,325)       (9,453,355)
                                                          -------------- --------------    --------------

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

Interest paid directly to
   non-recourse lenders by lessees                        $   5,522,977  $    6,686,835    $    4,142,210

Other interest                                                  756,694         674,292           255,518
                                                          -------------   -------------    --------------

Total interest expense                                    $   6,279,671  $    7,361,127    $    4,397,728
                                                          =============   =============    ==============



                                                              2001                2000            1999
                                                              ----                ----            ----

Reclassification of finance leases upon lease
   restructurings to operating leases                     $  10,765,766  $        -        $         -
                                                          =============  ==============    ==============
</TABLE>











See accompanying notes to consolidated financial statements.


<PAGE>


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

                   Notes to Consolidated Financial Statements

                                December 31, 2001

1.   Organization

     ICON Income Fund Eight A L.P.  (the  "Partnership"),  was formed on July 9,
1997 as a Delaware limited partnership.  The Partnership's  maximum offering was
$75,000,000.  The  Partnership  commenced  business  operations  on its  initial
closing date, October 14, 1998, with the admission of 12,000 limited partnership
units at $100 per unit representing $1,200,000 of capital contributions. Between
October 15, 1998 and May 17, 2000, the date of the Partnership's  final closing,
737,965.04  additional units were admitted  representing  $73,796,504 of capital
contributions   bringing  the  total  admission  to  749,965.04  units  totaling
$74,996,504  in capital  contributions.  Below is a table  summarizing  activity
since the final closing:

Total units issued from offering                              749,965.04
Units redeemed - 2000                                          (3,221.15)
                                                       -----------------

Total units outstanding at December 31, 2000                  746,743.89
Units redeemed - 2001                                            (880.00)
                                                       -----------------

Total units outstanding at December 31, 2001                  745,863.89
                                                       =================

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

     ICON  Securities  Corp., an affiliate of the General  Partner,  received an
underwriting  commission  on the gross  proceeds  from sales of all  units.  The
General  Partner  received  organization  and offering  expenses  from the gross
proceeds  of  such  sales.  The  total  underwriting  compensation  paid  by the
Partnership,  including underwriting commissions,  sales commissions,  incentive
fees, public offering expense  reimbursements  and due diligence  activities was
limited to 13.5% of gross  proceeds up to  $25,000,000,  12.5% of gross proceeds
from  $25,000,001 to $50,000,000 and 11.5% of gross proceeds from $50,000,001 to
$75,000,000.  Such offering expenses aggregated  $9,363,039  (including $537,217
and $2,833,241  paid to the General  Partner or its affiliates in 2000 and 1999,
respectively)  (see  Note 8) and were  charged  directly  to  limited  partners'
equity. No such amounts were paid in 2001.

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



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

2.   Significant Accounting Policies

     Basis of  Accounting  and  Presentation  - The  Partnership's  records  are
maintained on the accrual  basis.  The  preparation  of financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  at the dates of the financial  statements and revenues and expenses
during the reporting  periods.  Significant  estimates include the allowance for
doubtful accounts and unguaranteed residual values. Management believes that the
estimates and  assumptions  utilized in preparing its financial  statements  are
reasonable  and prudent.  Actual results could differ from those  estimates.  In
addition,  management is required to disclose  contingent  assets and contingent
liabilities.

     Consolidation - The consolidated  financial statements include the accounts
of the  Partnership  and its majority owned  subsidiary,  ICON Boardman  Funding
L.L.C.  ("ICON  BF").  All  inter-company  accounts and  transactions  have been
eliminated.  The  Partnership  accounts  for its  interests in 50% or less owned
joint  ventures  under the  equity  method of  accounting.  In such  cases,  the
Partnership's  original  investments  are  recorded at cost and adjusted for its
share of earnings, losses and distributions thereafter.

     Cash and Cash  Equivalents - Cash and cash  equivalents are defined as cash
in banks and highly liquid  investments  with original  maturity  dates of three
months or less.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties as finance  leases or  operating  leases,  as  appropriate.  For finance
leases,  the  Partnership  records,  at the  inception  of the lease,  the total
minimum lease payments receivable,  the estimated  unguaranteed residual values,
the initial direct costs related to the leases and the related  unearned income.
Unearned income  represents the difference  between the sum of the minimum lease
payments receivable plus the estimated  unguaranteed  residual minus the cost of
the leased  equipment.  Unearned income is recognized as finance income over the
terms of the related  leases using the interest  method.  For operating  leases,
equipment is recorded at cost and is  depreciated  on the  straight-line  method
over  the  lease  terms  to  their   estimated   fair  market  values  at  lease
terminations.  Related lease rentals are  recognized on the straight line method
over the lease terms.  Billed and uncollected  operating  lease  receivables are
included in other assets. Initial direct costs of finance leases are capitalized
and are  amortized  over the terms of the  related  leases  using  the  interest
method. Initial direct costs of operating leases are capitalized and depreciated
on the straight-line method over the lease terms.

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

     Impairment of Estimated  Residual  Values - The  Partnership's  policy with
respect to impairment of estimated  residual values is to review,  on a periodic
basis,  the  carrying  value of its  residuals on an  individual  asset basis to
determine whether events or changes in circumstances  indicate that the carrying
value of an asset may not be  recoverable  and,  therefore,  an impairment  loss
should be recognized.  The events or changes in  circumstances  which  generally


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from release or resale of the equipment.  Generally,
third party appraisals, reviews of future cash flows and anticipated future cash
flows and detailed market  analyses are used as the basis for measuring  whether
an impairment loss should be recognized.

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

     Disclosures  About Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments.  Separate  disclosure of fair value  information as of December 31,
2001 and 2000 with  respect  to the  Company's  assets  and  liabilities  is not
provided  because (i) SFAS No. 107 does not require  disclosures  about the fair
value of lease  arrangements  and (ii) the carrying  value of financial  assets,
other than lease related  investments,  and certain other payables  approximates
market value and (iii) fair value information  concerning  certain  non-recourse
debt  obligations is not  practicable to estimate  without  incurring  excessive
costs to obtain all the  information  that would be necessary to derive a market
interest rate.

     Redemption of Limited  Partnership Units - The General Partner consented to
the Partnership  redeeming 880 units during 2001 and 3,221.15 units in 2000. The
redemption amounts are calculated  following the 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 deduction
from partners' equity.

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

     Reclassification  - Certain items have been  reclassified to conform to the
2001 presentation.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     New Accounting  Pronouncement - Effective  January 1, 2002, the Partnership
adopted SFAS No. 144,  "Accounting  for the Impairment or Disposal of Long-Lived
Assets"  (SFAS No. 144).  This  statement  requires  that  long-lived  assets be
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that the carrying amount of an asset may not be recoverable.  Recoverability  of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to the future net cash flows expected to be generated by the asset.  If
the carrying  amount of the asset  exceeds its estimated  future cash flows,  an
impairment  charge is recognized  by the amount by which the carrying  amount of
the asset exceeds the fair value of the asset.  SFAS No. 144 requires  companies
to separately  report  discontinued  operations  and extends that reporting to a
component of an entity that either has been disposed of (by sale, abandonment or
in a  distribution  to the owners) or classified as held for sale.  Assets to be
disposed of are reported at the lower of the carrying  amount or fair value less
the costs to sell.  The  adoption of SFAS No. 144 did not have any effect on the
Partnership's  financial  position or results of operations as the provisions of
SFAS No. 144 are  similar to the  partnership's  current  policy for  impairment
review.

3.   Investments in Joint Ventures

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

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

ICON Boardman Funding L.L.C.

     In December  1998, the  Partnership  and three  affiliates,  ICON Cash Flow
Partners,  L.P.,  Series C ("Series C"), ICON Cash Flow Partners L.P. Six ("L.P.
Six") and ICON Cash Flow Partners L.P. Seven ("L.P. Seven") formed ICON Boardman
Funding  L.L.C.  ("ICON  BF") for the  purpose  of  acquiring  a lease of a coal
handling  facility  with  Portland  General  Electric,  a utility  company.  The
purchase  price totaled  $27,421,810  and was funded with cash and  non-recourse
debt. The Partnership, Series C, L.P. Six, and L.P. Seven received a 98.5%, .5%,
..5% and .5%  interest,  respectively,  in ICON BF. In  September  2001,  ICON BF
acquired Series C's interest in ICON BF, at a cost of $56,370, which represented
Series C's basis in the joint  venture and was funded by the  Partnership,  L.P.
Six and L.P. Seven in accordance with their remaining  interests in ICON BF. The
revised  ownership  interests  are  now  98.995%,  .5025%,  and  .5025%  for the
Partnership, L.P. Six, and L.P. Seven respectively.  The Partnership's financial
statements  include 100% of the assets and  liabilities and 100% of the revenues
and expenses of ICON BF. L.P. Six's and L.P.  Seven's  interests in ICON BF have
been  reflected  as minority  interests  in joint  ventures on the  consolidated
balance sheets and minority  interest expense on the consolidated  statements of
operations.

     Portland  General  Electric  ("PGE") is a wholly owned  subsidiary of Enron
Corporation   ("Enron"),   which   recently  filed  for  Chapter  11  bankruptcy
protection.  PGE has not filed for  bankruptcy.  While  Enron  owns all of PGE's
outstanding  common stock, PGE has its own legal entity,  owns its assets and is
responsible for its own day-to-day  operations.  PGE continues to make its lease
payments and is current through March 2002.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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

AIC Trust

     In 1999,  ICON/AIC  Trust  ("AIC  Trust")  was  formed to own and  manage a
portfolio of leases in England.  The  Partnership,  L.P. Six and L.P.  Seven own
43.73%, 25.51% and 30.76% interests in AIC Trust, respectively.  The Partnership
accounts for its investment under the equity method of accounting.

     On December 28, 2001, AIC Trust sold its remaining  leases,  subject to the
related debt, at a loss, for a note receivable of  (pound)2,575,000  ($3,744,822
based upon the  exchange  rate at  December  31,  2001)  which is payable in six
installments  through June 2004. The first installment on the note was collected
in 2002.

     Information  as to the financial  position and results of operations of AIC
Trust as of and for the years ended  December  31,  2001 and 2000 is  summarized
below:

                                      December 31, 2001    December 31, 2000
                                      -----------------    -----------------

Assets                                 $     3,849,439     $     15,301,480
                                       ===============     ================

Liabilities                            $          -        $      8,543,026
                                       ===============     ================


Equity                                 $     3,849,439     $      6,758,454
                                       ===============     ================

Partnership's share of equity          $     1,683,360     $      2,954,912
                                       ===============     ================

                                         Year Ended           Year Ended
                                      December 31, 2001    December 31, 2000
                                      -----------------    -----------------

Net income (loss)                      $    (2,687,696)    $        529,585
                                       ===============     ================

Partnership's share of
  net income (loss)                    $    (1,174,769)    $        231,587
                                       ===============     ================

Distributions                          $       829,150     $           -
                                       ===============     ================

Partnership's share of distributio     $       362,587     $           -
                                       ===============     ================




<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

ICON Aircraft 24846, LLC

     In 2000, the  Partnership  and two  affiliates,  L.P. Seven and ICON Income
Fund Eight B ("Fund Eight B"), formed ICON Aircraft  24846,  LLC ("ICON Aircraft
24846") for the purpose of acquiring an  investment  in an aircraft  leased to a
commercial  airline for a purchase price of  $44,515,416,  which was funded with
cash of $2,241,371 and non-recourse  debt of the $42,274,045.  The rents and the
aircraft have been assigned to the non-recourse  lender.  The lease is scheduled
to expire in March  2003,  at which time the  balance of the  non-recourse  debt
outstanding is scheduled to be approximately $34,500,000. The Partnership,  L.P.
Seven  and  Fund  Eight B have  ownership  interests  of 2.0%,  2.0% and  96.0%,
respectively,   in  ICON  Aircraft  24846.  The  Partnership  accounts  for  its
investment under the equity method of accounting.

     Information as to the financial  position and results of operations of ICON
Aircraft 24846 as of and for the year ended December 31, 2001 and as of December
31,  2000  and for  the  period  of  investment  through  December  31,  2000 is
summarized below:

                                      December 31, 2001   December 31, 2000
                                      -----------------   -----------------

   Assets                             $ 41,952,008           $44,450,734
                                      ============           ===========

   Liabilities                        $ 38,945,109           $42,193,269
                                      ============           ===========

   Equity                             $  3,006,899           $ 2,257,465
                                      ============           ===========

   Partnership's share of equity      $     60,138           $    45,149
                                      ============           ===========

   Net income                         $    749,435           $    16,100
                                      ============           ===========

Partnership's share of net income     $     14,989           $       322
                                      ============           ===========

ICON Cheyenne LLC

     In December  2000, the  Partnership  and three  affiliates,  L.P. Six, L.P.
Seven and Fund Eight B formed ICON Cheyenne LLC ("ICON Cheyenne")for the purpose
of  acquiring  a  portfolio  of  leases  for  an  aggregate  purchase  price  of
$29,705,716,  which was paid for with cash of $11,401,151  and the assumption of
non-recourse  debt with an unaffiliated  third party lender of $18,304,565.  The
debt is structured to be amortized by the application to the debt of rentals due
under the  various  term  leases.  The leases  expire on various  dates  through
September  2006. The  Partnership,  L.P.  Seven,  L.P. Six and Fund Eight B have
ownership  interests  of 1%,  10.31%,  1.0% and  87.69%,  respectively,  in ICON
Cheyenne. The Partnership accounts for its investment under the equity method of
accounting.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Information as to the financial  position and results of operations of ICON
Cheyenne as of and for year ended  December 31, 2001 and as of December 31, 2000
and for the period of investment through December 31, 2000 is summarized below:

                                   December 31, 2001         December 31, 2000
                                   -----------------         -----------------

 Assets                            $     23,869,671           $    29,705,716
                                   ================           ===============

 Liabilities                       $     11,145,506           $    18,304,565
                                   ================           ===============

 Equity                            $     12,724,165           $    11,401,151
                                   ================           ===============

 Partnership's share of equity     $        127,242           $       114,005
                                   ================           ===============

                                      Year ended                Year ended
                                   December 31, 2001         December 31, 2000
                                   -----------------         -----------------

 Net income                        $      1,323,014           $         -
                                   ================           ===============

 Partnership's share of            $         13,237           $         -
                                   ================           ===============
 Net income

4.   Finance Lease Receivables

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

                Year

                2002            $  10,743,572
                2003                7,755,517
                2004                5,321,969
                2005                3,709,529
                                -------------

                                $  27,530,587

5.       Investment in Operating Leases

     In 1999,  the  Partnership  acquired  two Boeing  737-400  aircraft  for an
aggregate  cost of  $37,600,000  plus initial  direct costs of  $1,071,600.  One
aircraft is currently on lease to Boeing through May 2003. The other aircraft is
leased to Sky Airlines through April 2005. This aircraft, like the one currently
on lease to Boeing, had been leased to KLM Dutch Airlines ("KLM") at the date of
purchase.  During 2001,  after the return of the aircraft  from KLM and prior to
the  delivery  of  the  aircraft  to  Sky  Airlines,  the  Partnership  expended
$1,280,666 to upgrade the aircraft.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     In 2000 the  Partnership  acquired  aircraft  rotables  for a total cost of
$1,961,000  subject to a lease with Sabena  Technics SA a  subsidiary  of Sabena
Airlines SA Sabena  Airlines S.A. the parent company of Sabena Technics SA filed
for bankruptcy in Belgium in November 2001. Sabena Technics SA has not filed for
bankruptcy and has continued to operate and make all scheduled rent payments.

     Effective October 1, 2001, the Partnership  restructured two finance leases
with a United States based commercial  airline covering two 737-200 HK aircraft.
The carrying  value of these  aircraft  aggregated  $10,765,766 as of October 1,
2001.  The   restructured   leases  expire  in  2005.  In  connection  with  the
restructuring,  the airline  issued to the  Partnership  $2 million  face value,
7.5%, paid in kind convertible  notes maturing in 2009. As there is currently no
market value for these notes, the notes have been given a zero value. Any future
increase in value of the notes will be reflected in other  comprehensive  income
until  such  notes  are sold for cash at which  time a  realized  gain  would be
recognized.

     The investment in operating  leases at December 31, 2001 and 2000 consisted
of the following:

                                                  2001            2000
                                              ------------    ------------

Equipment cost, beginning of year             $ 40,688,100    $ 38,671,600

Equipment acquisition                                 --         1,961,000

Cost to upgrade aircraft                         1,280,666            --

Transfer from finance leases                    10,765,766            --

Initial direct costs                                  --            55,500
                                              ------------    ------------

Equipment cost, end of year                     52,734,532      40,688,100
                                              ------------    ------------

Accumulated depreciation, beginning of year     (3,240,611)       (594,308)

Depreciation expense                            (2,729,052)     (2,646,303)
                                              ------------    ------------

Accumulated depreciation, end of year           (5,969,663)     (3,240,611)
                                              ------------    ------------

Investment in operating leases, end of year   $ 46,764,869    $ 37,447,489
                                              ============    ============

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

          Year
          2002         $  7,911,509
          2003            5,943,200
          2004            4,836,000
          2005            2,829,000
                       ------------

                       $ 21,519,709
                       ============


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

6.       Investments in Unguaranteed Residual Values

     In the year ended December 31, 2000, the Partnership invested $1,997,000 to
acquire an interest in the  residual  value of an  off-shore  oil  drilling  rig
subject to lease with an unaffiliated  third party and $2,526,696 for a residual
interest  related to a portfolio of technology and other  equipment  leases with
various  lessees in the United  Kingdom.  During the year 2001, the  Partnership
received  $238,749  related  to the  sale of  equipment  from the  portfolio  of
technology and other  equipment  leased to lessees in the United  Kingdom.  Such
amount  was  recorded  as a  recovery  of  investment,  with  no  gain  or  loss
recognized.  In 1999, the Partnership purchased an option to acquire an interest
in an aircraft  subject to lease with a United States based  commercial  airline
for $1,150,000.  The Partnership sold this option in the second quarter 2001 for
$2,369,910 and realized a gain of $1,219,910 on the sale.

7.   Notes Payable

     Notes payable consists of notes payable non-recourse,  which are being paid
directly to the lenders by the lessees, and a recourse note payable under a line
of credit.  The non-recourse  notes bear interest at rates ranging from 7.49% to
10.0%. During the year, the Partnership  borrowed an additional  $3,004,674 on a
non-recourse basis secured by the aircraft on lease to the Boeing Company.

     The  Partnership  entered into a $5,000,000  line of credit  agreement (the
"Facility")  with an  unaffiliated  third  party  lender in December  1998.  The
Facility is secured by eligible  receivables  and  residuals,  as defined in the
Facility,  and bears  interest at the rate of prime (4.75% at December 31, 2001)
plus one half percent.  The  Partnership  had $1,819,912  outstanding  under the
Facility at December 31, 2001. The Facility  expires April 2002 and is renewable
on an annual basis. The Partnership anticipates that the facility will either be
renewed or refinanced with a different lender.

     The above notes mature as follows:

              Notes Payable    Note Payable
   Year       Non-Recourse     Recourse             Total

   2002       $ 10,373,842      $ 1,819,912    $   12,193,754
   2003         24,647,039             -           24,647,039
   2004          7,774,115             -            7,774,115
   2005         12,022,450             -           12,022,450
   2006          2,870,208             -            2,870,208
              ------------      -----------    --------------

              $ 57,687,654      $ 1,819,912    $   59,507,566
              ============      ===========    ==============

<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

8.   Related Party Transactions

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its affiliates for the period ended December 31, 2001,  2000 and 1999
were as follows:
<TABLE>

                               2001         2000        1999
                            ----------   ----------  -----------
<S>                          <C>          <C>         <C>          <C>
Organization and
  offering expenses        $     --     $  230,236   $1,642,852   Charged to equity
Underwriting commissions         --        306,981    1,190,389   Charged to equity
Acquisition fees                 --      2,149,370    2,327,918   Capitalized
Management fees             1,902,703    1,836,953      931,151   Charged to operations
Administrative expense
  reimbursements              764,715      751,073      345,358   Charged to operations
                           ----------   ----------   -----------
                           $2,667,418   $5,274,613   $6,437,668
                           ==========   ==========   ===========
</TABLE>

     In accordance  with the  Management  Agreement,  the  Partnership  pays the
General Partner  acquisition  fees of 3%, based on equipment value acquired,  as
defined,  and management fees based on a percentage of rentals received (ranging
from 1% to 7%). In  addition,  the General  Partner is  reimbursed  for expenses
incurred by it in connection with the Partnership's operations.  (See Note 1 for
information  relating to  organization  and offering  expenses and  underwriting
commissions).

     The   Partnership  has  investments  in  four  joint  ventures  with  other
partnerships  sponsored  by the  General  Partner.  See  Note  3 for  additional
information relating to the joint ventures.

9.   Tax Information (Unaudited)

     The following table reconciles net income for financial statement reporting
purposes to income for federal income tax purposes for the period ended December
31, 2001, 2000 and 1999:
<TABLE>

                                                        2001            2000            1999
                                                        ----            ----            ----

     Net (loss) income for financial statement
<S>                                               <C>               <C>              <C>
       reporting purposes                         $       (29,316)  $       102,001  $     1,262,140
     Temporary differences due to:
       Direct finance leases                           10,105,194         8,988,112        7,620,751
       Depreciation                                   (12,292,786)      (17,135,716)     (12,974,252)
       Provision for losses                              -                 (200,000)        (385,000)
       Loss on sale of equipment                       (2,608,101)         -                       -
       Interest expense                                  (710,659)       (1,060,868)      (1,383,573)
       Other                                           (1,428,868)       (1,155,319)         295,233
                                                  ---------------   ---------------  ---------------
     Partnership (loss) for
      Federal income tax reporting purposes       $    (6,964,536)  $   (10,461,790) $    (5,564,701)
                                                  ===============   ===============  ===============
</TABLE>



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     As of December  31,  2001,  the  partners'  capital  accounts  included for
financial  statement  reporting  purposes  totaled  $47,108,809  compared to the
partners'  capital  accounts  for federal  income tax  purposes  of  $30,137,742
(unaudited).  The difference arises primarily from temporary  differences caused
principally by accelerated  depreciation  for tax purposes,  partially offset by
provisions for losses for financial  statement  reprorting  purposes but not for
tax reporting  purposes,  the differences  between  financial  reporting and tax
reporting  of finance  leases and the fact that sales  commissions  and expenses
from the offering are reported as a reduction in the partners'  capital accounts
for  financial  statement  reporting  purposes  but not for  federal  income tax
reporting purposes.

10.  Quarterly Financial Data (Unaudited)

     The following table is a summary of financial data by quarter for the years
ended December 31, 2001 and 2000:
<TABLE>

                                                                  For the Quarters Ended
                                          ----------------------------------------------------------------------

                                              March 31,        June 30,         September 30,      December 31,
                                              --------         -------          ------------       -----------

2001
<S>                                       <C>                <C>                <C>               <C>
     Revenues                             $   2,892,868      $   4,612,803      $   3,379,563     $ 2,090,337
                                          =============      =============      =============     ===========
     Net income (loss) allocable to
       limited partners                   $       1,525      $   1,432,584(1)   $      60,939     $(1,524,071)(2)
                                          =============      =============      =============     ===========

     Net income (loss) per weighted
       average limited partnership unit   $       --         $        1.92      $        0.08     $     (2.04)
                                          =============      =============      =============     ===========

2000
     Revenues                             $   3,698,477      $   3,724,307      $   4,066,633     $ 2,740,499
                                          =============      =============      =============     ===========
     Net income (loss) allocable to
       limited partners                   $     174,592      $      23,234      $      47,894     $  (144,739)
                                          =============      =============      =============     ===========

     Net income (loss) per weighted
     average limited partnership          $         .27      $         .03      $         .06     $      (.22)
                                          =============      =============      =============     ===========

</TABLE>

(1)  The second quarter of 2001 included a $1.2 million gain on the sale of an
     option to acquire a residual (see note 6).

(2)  The fourth  quarter of 2001 included a $1.4 million loss  representing  the
     Partnership's  share of the loss from its  investment in its joint venture,
     AIC Trust (See note 3).





<PAGE>


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

                                December 31, 2001

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

     None

PART III

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

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

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

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

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

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

  Paul B. Weiss                   President and Director

  Thomas W. Martin                Executive Vice President and Director

     Beaufort J. B. Clarke,  age 55, has been Chairman,  Chief Executive Officer
and Director of the General Partner since 1996.  Prior to his present  position,
Mr. Clarke was founder and the President and Chief Executive  Officer of Griffin
Equity  Partners,  Inc. Mr.  Clarke  formerly was an attorney  with Shearman and
Sterling  and has over 20 years of senior  management  experience  in the United
States leasing industry.

     Paul B. Weiss,  age 41, is President  and Director of the General  Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations  with the General  Partner since 1996,  Griffin Equity Partners (as
Executive Vice President from 1993-1996);  Gemini Financial  Holdings (as Senior
Vice  President-Portfolio  Acquisitions  from  1991-1993)  and  Pegasus  Capital
Corporation (as Vice  President-Portfolio  Acquisitions from 1988-1991).  He was
previously an investment banker and a commercial banker.


<PAGE>


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

                                December 31, 2001

     Thomas W. Martin,  age 48, has been Executive Vice President of the General
Partner since 1996. Prior to his present position,  Mr. Martin was the Executive
Vice  President and Chief  Financial  Officer of Griffin Equity  Partners,  Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice  President-Syndications from 1985-1992). Mr.
Martin has 17 years of senior management experience in the leasing business.

Item 11.  Executive Compensation

     The Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the period ended December 31, 2001, 2000 and 1999.
<TABLE>

                                                         Type of
        Entity                  Capacity              Compensation               2001           2000          1999
        ------                  --------              ------------               ----           ----          ----

<S>                         <C>                   <C>                         <C>             <C>           <C>
ICON Capital Corp.         General Partner       Organization and
                                                   offering expenses       $   -          $      230,236  $   1,642,852
ICON Securities Corp.      Dealer-Manager        Underwriting
                                                   commissions                 -                 306,981      1,190,389
ICON Capital Corp.         Manager               Acquisition fees              -               2,149,370      2,327,918
ICON Capital Corp.         General Partner       Management fees               1,902,703       1,836,953        931,151
ICON Capital Corp.         General Partner       Administrative
                                                   expense
                                                   reimbursements                764,715         751,073        345,358
                                                                           -------------  --------------  -------------

                                                                           $   2,667,418  $    5,274,613  $   6,437,668
                                                                           =============  ==============  =============
</TABLE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

(b)  As of March 31, 2002,  Directors and Officers of the General Partner do not
     own any equity securities of the Partnership.

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

       Title               Amount Beneficially                        Percent
     of Class                     Owned                              of Class

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




<PAGE>


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

                                December 31, 2001

Item 13.  Certain Relationships and Related Transactions

     None other than those disclosed in Item 11 herein.

PART IV

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

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

     2.  Financial Statement Schedule - None.

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

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

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

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

(b)  Reports on Form 8-K

     No reports on Form 8-K were filed by the Partnership  during the year ended
December 31, 2001.

(c)      Exhibits

(d)      Unconsolidated Joint Venture Financial Statements

     ICON AIC Trust - as of and for the years ended December 31, 2001 and 2000



<PAGE>











                                 ICON/AIC TRUST

                              Financial Statements

                           December 31, 2001 and 2000

                   (With Independent Auditors' Report Thereon)


<PAGE>


38







                          INDEPENDENT AUDITORS' REPORT


The Partners
ICON/AIC TRUST

We have audited the accompanying balance sheets of ICON/AIC TRUST as of December
31,  2001 and  2000,  and the  related  statements  of  operations,  changes  in
beneficial  interestholders'  equity,  and cash flows for the years then  ended.
These financial statements are the responsibility of the Trust's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

As discussed in Note 3, the Trust sold all of its finance leases, subject to its
remaining  non-recourse  debt, on December 28, 2001. As a result, as of December
31, 2001,  the only  significant  asset owned by the Trust is a note  receivable
representing  the proceeds of the sale which is collectible over the two and one
half year period ended June 2004.

In our opinion,  the financial  statements referred to the above present fairly,
in all  material  respects,  the  financial  position  of  ICON/AIC  TRUST as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for the years then ended,  in conformity with  accounting  principles  generally
accepted in the United States of America.


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


April 15, 2002
New York, New York



<PAGE>


                                 ICON/AIC TRUST

                                 Balance Sheets

                                  December 31,


                                             2001           2000
                                         ------------   ------------
          Assets

Investment in finance leases
   Minimum rents receivable              $       --     $  9,331,709
   Unguaranteed residual values                  --        7,760,304
   Initial direct costs                          --          182,260
   Unearned income                               --       (1,972,793)
                                         ------------   ------------

                                                 --       15,301,480
                                         ------------   ------------

Note receivable (note 3)                    3,645,250           --
Due from affiliate (note 4)                   204,189           --
                                         ------------   ------------

Total assets                             $  3,849,439   $ 15,301,480
                                         ============   ============


   Liabilities and Beneficial Interestholders' Equity

Notes payable - non-recourse             $       --     $  8,543,026
                                         ------------   ------------

Beneficial interestholders' equity          3,849,439      6,758,454
                                         ------------   ------------

Total liabilities and beneficial
  interestholders' equity                $  3,849,439   $ 15,301,480
                                         ============   ============

















See accompanying notes to financial statements.



<PAGE>



                                 ICON/AIC TRUST

                            Statements of Operations

                        For the Years Ended December 31,

                                                  2001           2000
                                              -----------    -----------
Revenue

   Finance income                             $   921,436    $ 1,540,381
                                              -----------    -----------

Total revenue                                     921,436      1,540,381
                                              -----------    -----------

Expenses

   Loss from the sales of investments
     in finance leases                          2,472,400           --
   Foreign currency loss                          607,831           --
   Interest expense                               434,526        829,944
   Amortization of initial
    direct costs                                   94,375        180,852
                                              -----------    -----------

Total expenses                                  3,609,132      1,010,796
                                              -----------    -----------

Net (loss) income                             $(2,687,696)   $   529,585
                                              ===========    ===========













See accompanying notes to financial statements.



<PAGE>


                                 ICON/AIC TRUST

           Statements of Changes in Beneficial Interestholders' Equity

                        For the Years Ended December 31,

<TABLE>


                                                                              2001                            2000
                                                                              ----                            ----
<S>                                                       <C>                  <C>          <C>             <C>

Beneficial interestholders' equity, beginning of the year
   (net of accumulated other comprehensive
   income of $607,831 and $62,915)                                       $   6,758,454                    $   6,773,785

Distributions to beneficial interestholders                                   (829,150)                              -

Net (loss) income                                    $   (2,687,696)                      $      529,585

Other comprehensive loss - foreign
   translation loss                                               -                             (544,916)
Realization of foreign translation loss
   on sales of investment in finance leases                 607,831                                   -
                                                     --------------                       --------------

Comprehensive loss                                                          (2,079,865)                         (15,331)
                                                                         -------------                    -------------

Beneficial interestholders' equity, end of year                          $   3,849,439                    $   6,758,454
                                                                         =============                    =============


                                                                       December 31, 2001                  December 31, 2000
                                                                       -----------------                  -----------------

Accumulated other comprehensive loss - foreign
   translation loss                                                      $          -                     $    (607,831)

Other beneficial interestholders' equity                                     3,849,439                        7,366,285
                                                                         -------------                    -------------

Beneficial interestholders' equity                                       $   3,849,439                    $   6,758,454
                                                                         =============                    =============
</TABLE>












See accompanying notes to financial statements.


<PAGE>


                                 ICON/AIC TRUST

                            Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

                                                                 2001             2000
                                                                 ----             ----
Cash flows from operating activities:
<S>                                                          <C>             <C>
   Net (loss) income                                         $  (2,687,696)  $     529,585
                                                             -------------   -------------
   Adjustments to reconcile net (loss) income to
     net cash used in operating activities:
   Loss from the sale of investments in finance leases           2,472,400               -
   Foreign currency loss                                           607,831               -
   Finance income portion of receivables paid directly
     to lenders by lessees                                        (921,436)     (1,540,381)
   Interest expense on non-recourse financing paid
     directly to lenders by lessees                                434,526         829,944
   Amortization of initial direct costs                             94,375         180,852
   Changes in operating assets:
     Due from affiliate                                           (204,189)              -
     Collection of principal-non-financed receivables              154,053               -
                                                             -------------   -------------

   Total adjustments                                             2,637,560        (529,585)
                                                             -------------   -------------

   Net cash used in operating activities                           (50,136)              -
                                                             -------------   -------------

Cash flows from investing activities:
   Proceeds from sales of investments in finance leases            879,286               -
                                                             -------------   -------------

Cash flows used in financing activities:
   Cash distributions to beneficial interestholders               (829,150)              -
                                                             -------------   -------------

Net increase in cash                                                   -                 -

Cash at the beginning of the year                                      -                 -
                                                             -------------   -------------

Cash at the end of the year                                  $         -     $           -
                                                             =============   =============

</TABLE>












See accompanying notes to financial statements.



<PAGE>


                                 ICON/AIC TRUST

                      Statements of Cash Flows (Continued)

                        For the Years Ended December 31,


Supplemental Disclosure of Cash Flow Information

     For the  years  ended  December  31,  2001 and  2000,  non-cash  activities
included the following:
<TABLE>

                                                           2001           2000
                                                           ----           ----
<S>                                                     <C>               <C>

Principal and interest on direct finance
   receivables paid directly to lenders by lessees    $    4,973,382   $   7,368,662
Principal and interest on non-recourse
   financing paid directly to lenders by lessees          (4,973,382)     (7,368,662)
                                                      --------------   -------------

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

</TABLE>

     Interest  expense of $434,526 and $829,944 for the years ended December 31,
2001 and 2000  respectively,  consisted  of  interest  expense  on  non-recourse
financing paid or accrued directly to lenders by lessees.




<PAGE>


                                 ICON/AIC TRUST

                          Notes to Financial Statements

                                December 31, 2001

1.       Organization

     ICON/AIC TRUST (the "Trust"),  was formed and commenced business operations
in 1999 to accept a  contribution  of  equipment  leases in the United  Kingdom,
subject to related debt,  from ICON Cash Flow Partners L.P. Seven (L.P.  Seven).
Subsequently,  L.P. Seven sold interests in the Trust to ICON Cash Flow Partners
L.P.  Eight A ("Fund  Eight A") and to ICON Cash Flow  Partners  L.P. Six ("L.P.
Six").

2.       Significant Accounting Policies

     Basis of Accounting and  Presentation - The Trust's  records are maintained
on the accrual basis. The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the dates of the financial  statements and the reported  amounts of revenues and
expenses  during the reporting  periods.  Actual results could differ from those
estimates. The contributed leases were all receivable in British pounds sterling
and the related  non-recourse debt was payable in British pounds sterling.  As a
result, the functional currency of the Trust is the British pounds sterling. The
financial statements are translated into U.S. dollars and resulting  translation
gains and losses are included as other comprehensive income.

     Leases - The Trust accounted for owned equipment leased to third parties as
finance leases. For finance leases, the Trust recorded,  the total minimum lease
payments  receivable,  the estimated  unguaranteed  residual values, the initial
direct costs  related to the leases and the related  unearned  income.  Unearned
income  represents the difference  between the sum of the minimum lease payments
receivable plus the estimated unguaranteed residual minus the cost of the leased
equipment. Unearned income is recognized as finance income over the terms of the
related leases using the interest method. Initial direct costs of finance leases
were  capitalized  and amortized  over the terms of the related leases using the
interest method.

     Impairment of Estimated  Residual  Values - The Trust's policy with respect
to impairment of estimated  residual values was to review,  on a periodic basis,
the carrying  value of its residuals on an individual  assets basis to determine
whether events or changes in circumstances  indicated that the carrying value of
an asset was not recoverable and, therefore, an impairment loss should have been
recognized.  The events or changes in  circumstances  which generally  indicated
that the residual  value of an asset had been  impaired  were (i) the  estimated
fair value of the underlying  equipment was less than the Trust's carrying value
or (ii) the lessee was experiencing financial difficulties and it did not appear
likely that the estimated  proceeds from the  disposition  of the asset would be
sufficient to satisfy the remaining  obligation to the  non-recourse  lender and
the Trust's residual position.

     Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the  beneficial  interestholders'  rather than
the Trust.



<PAGE>


                                 ICON/ AIC TRUST

                    Notes to Financial Statements (Continued)
                                December 31, 2001


3.       Sale of Finance Leases

     On December 28, 2001,  the Trust sold its  remaining  investment in finance
leases subject to the remaining related  non-recourse  debt, for a note which is
collectible  over a two and one half  year  period.  The  gross  note  amount is
(pound)2,575,000 or $3,744,822 based upon the currency exchange rate at December
31, 2001. The receivable (converted into US dollars) is due as follows:

                           January 2002 (paid)                  $     690,792
                           June 2002                                  690,793
                           January 2003                               654,435
                           June 2003                                  618,077
                           January 2004                               545,362
                           June 2004                                  545,363
                                                                -------------
                                                                    3,744,822
                           Less interest included
                             in the payments                          (99,572)
                                                                -------------

                                                                $   3,645,250
                                                                =============

     Foreign currency gains or losses will be recorded as currency rates change.

4.   Related Party Transactions

     The Trust is  managed by the  General  Partner  of the  Trust's  beneficial
interestholders. The costs were not significant and were absorbed by the members
in proportion to their sharing  interests.  As of December 31, 2001, amounts due
from an affiliate represented cash held by L.P. Seven on behalf of the Trust.





<PAGE>


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

                                December 31, 2001


                                   SIGNATURES


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

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


Date: April 15, 2002              /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:  April 15, 2002             /s/ Beaufort J.B. Clarke
                                  ----------------------------------------------
                                  Beaufort J.B. Clarke
                                  Chairman, Chief Executive Officer and Director


Date:  April 15, 2002             /s/ Paul B. Weiss
                                  ----------------------------------------------
                                  Paul B. Weiss
                                  President and Director


Date:  April 15, 2002             /s/ Thomas W. Martin
                                  ----------------------------------------------
                                  Thomas W. Martin
                                  Executive Vice President
                                  (Principal Financial and Accounting Officer)


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

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