UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





þ
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended December 31,
      2008ORo
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934





Commission
file number:  333-54011




ICON Income
Fund Eight A L.P. Liquidating Trust


(Exact
name of registrant as specified in its charter)




Delaware
            
            26-6785739(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)100
      Fifth Avenue, 4th
      Floor
              New
      York, New York
            
            10011-1505(Address
      of principal executive offices)
            
            (Zip
      Code)





(212)
418-4700


(Registrant’s
telephone number, including area code)




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




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




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




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




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes þNo





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




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


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




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




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




There is
no established market for equity interests of the registrant.




Number of
outstanding beneficial interests of the Registrant on March 17, 2009 is 735,092.


DOCUMENTS
INCORPORATED BY REFERENCE





None.




*ICON
Income Fund Eight A L.P. Liquidating Trust is the transferee of the assets and
liabilities of ICON Income Fund Eight A L.P. and files reports under the
Commission file number for ICON Income Fund Eight A L.P., which filed a Form 15
on March 16, 2009, indicating its notice of termination of registration and
filing requirements.











Table of Contents


PageConsolidated Balance Sheets
            1Consolidated Statements of
      Operations
            2Consolidated Statements of Changes in Partners’
      Equity
            3Consolidated Statements of Cash
    Flows
            4Notes
      to Consolidated Financial Statements (unaudited)
            6Signature Page
            12Exhibit 31.1 Certification by Co-Chief Executive
      OfficerExhibit 31.2 Certification by Co-Chief Executive
      OfficerExhibit 31.3 Certification by Chief Financial
      Officer







Table of Contents







ICON Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Consolidated
      Balance SheetsAssetsDecember
      31,2008(unaudited)
                            
                            
                            2007Current
      assetsCash
      and cash equivalents
                            
                            $
                            437,613
                            
                            
                            $
                            604,745Net
      investment in finance lease
                            
                            
                            -
                            
                            
                            
                            1,555,657Total
      current assets
                            
                            
                            437,613
                            
                            
                            
                            2,160,402Non-current
      assetsInvestments
      in joint ventures
                            
                            
                            983,100
                            
                            
                            
                            3,346,186Other
      non-current assets
                            
                            
                            168,124
                            
                            
                            
                            168,127Total
      non-current assets
                            
                            
                            1,151,224
                            
                            
                            
                            3,514,313Total
      Assets
                            
                            $
                            1,588,837
                            
                            
                            $
                            5,674,715Liabilities
      and Partners' EquityCurrent
      liabilitiesAccrued
      expenses and other current liabilities
                            
                            $
                            33,600
                            
                            
                            $
                            163,804Total
      Liabilities
                            
                            
                            33,600
                            
                            
                            
                            163,804Commitments
      and contingenciesPartners'
      EquityGeneral
      Partner
                            
                            
                            (632,371
                            )
                            
                            
                            (592,856
                            )Limited
      Partners
                            
                            
                            2,187,608
                            
                            
                            
                            6,103,767Total
      Partners' Equity
                            
                            
                            1,555,237
                            
                            
                            
                            5,510,911Total
      Liabilities and Partners' Equity
                            
                            $
                            1,588,837
                            
                            
                            $
                            5,674,715




See
accompanying notes to the consolidated financial statements.
 1
 Table of Contents




ICON Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Consolidated
      Statements of OperationsYears Ended December 31,2008(unaudited)
                
                
                2007
                
                
                2006Revenue:Rental
      income
                
                $
                -
                
                
                $
                1,969,156
                
                
                $
                7,236,254Finance
      income
                
                
                118,343
                
                
                
                331,818
                
                
                
                645,483Income
      from investments in joint ventures
                
                
                27,906,786
                
                
                
                215,269
                
                
                
                219,075Net
      gain on sales of equipment
                
                
                -
                
                
                
                1,535,576
                
                
                
                19,650Interest
      and other income
                
                
                37,213
                
                
                
                32,629
                
                
                
                27,549Total
      revenue
                
                
                28,062,342
                
                
                
                4,084,448
                
                
                
                8,148,011Expenses:Management
      fees - General Partner
                
                
                -
                
                
                
                -
                
                
                
                174,711Administrative
      expense (refunds) reimbursement -General
      Partner
                
                
                -
                
                
                
                (192,000
                )
                
                
                139,079Depreciation
      and amortization
                
                
                -
                
                
                
                496,447
                
                
                
                3,033,905Interest
                
                
                -
                
                
                
                180,474
                
                
                
                548,436Impairment
      loss
                
                
                -
                
                
                
                -
                
                
                
                257,440General
      and administrative
                
                
                564,687
                
                
                
                353,104
                
                
                
                469,124Total
      expenses
                
                
                564,687
                
                
                
                838,025
                
                
                
                4,622,695Income
      before minority interest
                
                
                27,497,655
                
                
                
                3,246,423
                
                
                
                3,525,316Minority
      interest
                
                
                -
                
                
                
                (1,093
                )
                
                
                308,559Net
      income
                
                $
                27,497,655
                
                
                $
                3,247,516
                
                
                $
                3,216,757Net
      income allocable to:Limited
      Partners
                
                $
                27,222,678
                
                
                $
                3,215,041
                
                
                $
                3,184,589General
      Partner
                
                
                274,977
                
                
                
                32,475
                
                
                
                32,168$
                27,497,655
                
                
                $
                3,247,516
                
                
                $
                3,216,757Weighted
      average number of units of limitedpartnership
      interests outstanding
                
                
                735,121
                
                
                
                735,232
                
                
                
                735,351Net
      income per weighted average unit of limitedpartnership
      interests
                
                $
                37.03
                
                
                $
                4.37
                
                
                $
                4.33





See
accompanying notes to the consolidated financial statements.
 2
 Table of Contents







ICON Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Consolidated
      Statements of Changes in Partners' EquityUnits
      of Limited
                
                
                
                
                
                
                
                
                TotalPartnership
                
                
                Limited
                
                
                General
                
                
                Partners'Interests
                
                
                Partners
                
                
                Partner
                
                
                EquityBalance,
      January 1, 2006
                
                
                736,882
                
                
                $
                13,676,869
                
                
                $
                (517,128
                )
                
                $
                13,159,741Net
      income
                
                
                -
                
                
                
                3,184,589
                
                
                
                32,168
                
                
                
                3,216,757Units
      of limited partnership interests redeemed
                
                
                (1,650
                )
                
                
                (77,210
                )
                
                
                -
                
                
                
                (77,210
                )Cash
      distributions to partners
                
                
                -
                
                
                
                (3,496,273
                )
                
                
                (35,328
                )
                
                
                (3,531,601
                )Balance,
      December 31, 2006
                
                
                735,232
                
                
                
                13,287,975
                
                
                
                (520,288
                )
                
                
                12,767,687Net
      income
                
                
                -
                
                
                
                3,215,041
                
                
                
                32,475
                
                
                
                3,247,516Units
      of limited partnership interests redeemed
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      distributions to partners
                
                
                -
                
                
                
                (10,399,249
                )
                
                
                (105,043
                )
                
                
                (10,504,292
                )Balance,
      December 31, 2007
                
                
                735,232
                
                
                
                6,103,767
                
                
                
                (592,856
                )
                
                
                5,510,911Net
      income
                
                
                -
                
                
                
                27,222,678
                
                
                
                274,977
                
                
                
                27,497,655Units
      of limited partnership interests redeemed
                
                
                (140
                )
                
                
                (4,177
                )
                
                
                -
                
                
                
                (4,177
                )Cash
      distributions to partners
                
                
                -
                
                
                
                (31,134,660
                )
                
                
                (314,492
                )
                
                
                (31,449,152
                )Balance,
      December 31, 2008 (unaudited)
                
                
                735,092
                
                
                $
                2,187,608
                
                
                $
                (632,371
                )
                
                $
                1,555,237





See
accompanying notes to the consolidated financial statements.
 3
 Table of Contents





ICON Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Consolidated
      Statements of Cash FlowsYears
      Ended December 31,2008(unaudited)
                  
                  
                  2007
                  
                  
                  2006Cash
      flows from operating activities:Net
      income
                  
                  $
                  27,497,655
                  
                  
                  $
                  3,247,516
                  
                  
                  $
                  3,216,757Adjustments
      to reconcile net  income to net cash provided byoperating
      activities:Rental
      income paid directly to lenders by lessees
                  
                  
                  -
                  
                  
                  
                  (1,969,156
                  )
                  
                  
                  (7,236,254
                  )Finance
      income
                  
                  
                  (118,343
                  )
                  
                  
                  (331,818
                  )
                  
                  
                  (645,483
                  )Net
      gain on sales of equipment
                  
                  
                  -
                  
                  
                  
                  (1,535,576
                  )
                  
                  
                  (19,650
                  )Income
      from investments in joint ventures
                  
                  
                  (27,906,786
                  )
                  
                  
                  (215,269
                  )
                  
                  
                  (219,075
                  )Depreciation
      and amortization
                  
                  
                  -
                  
                  
                  
                  496,447
                  
                  
                  
                  3,033,905Interest
      expense on non-recourse financing paid directlyto
      lenders by lessees
                  
                  
                  -
                  
                  
                  
                  180,474
                  
                  
                  
                  548,436Impairment
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  257,440Minority
      interest
                  
                  
                  -
                  
                  
                  
                  (1,093
                  )
                  
                  
                  308,559Changes
      in operating assets and liabilities:Collection
      of finance lease
                  
                  
                  1,474,000
                  
                  
                  
                  1,624,001
                  
                  
                  
                  2,418,072Other
      assets
                  
                  
                  3
                  
                  
                  
                  (36,917
                  )
                  
                  
                  36,061Due
      to General Partner and affiliates, net
                  
                  
                  -
                  
                  
                  
                  (143,112
                  )
                  
                  
                  120,324Accrued
      expenses and other current liabilities
                  
                  
                  (130,204
                  )
                  
                  
                  (75,497
                  )
                  
                  
                  (137,000
                  )Distributions
      to/from minority interest holders and joint ventures
                  
                  
                  27,906,786
                  
                  
                  
                  217,038
                  
                  
                  
                  -Net
      cash provided by operating activities
                  
                  
                  28,723,111
                  
                  
                  
                  1,457,038
                  
                  
                  
                  1,682,092Cash
      flows from investing activities:Proceeds
      from sales of equipment
                  
                  
                  200,000
                  
                  
                  
                  9,523,555
                  
                  
                  
                  40,278Distributions
      received from joint ventures
                  
                  
                  2,363,086
                  
                  
                  
                  371,543
                  
                  
                  
                  504,896Net
      cash provided by investing activities
                  
                  
                  2,563,086
                  
                  
                  
                  9,895,098
                  
                  
                  
                  545,174Cash
      flows from financing activities:Cash
      distributions to partners
                  
                  
                  (31,449,152
                  )
                  
                  
                  (10,504,292
                  )
                  
                  
                  (3,531,601
                  )Distributions
      to minority interest holders in joint ventures
                  
                  
                  -
                  
                  
                  
                  (426,000
                  )
                  
                  
                  -Due
      to General Partner and affiliates, net
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  145,000Units
      of limited partnership interests redeemed
                  
                  
                  (4,177
                  )
                  
                  
                  -
                  
                  
                  
                  (77,210
                  )Net
      cash used in financing activities
                  
                  
                  (31,453,329
                  )
                  
                  
                  (10,930,292
                  )
                  
                  
                  (3,463,811
                  )Net
      (decrease) increase in cash and cash equivalents
                  
                  
                  (167,132
                  )
                  
                  
                  421,844
                  
                  
                  
                  (1,236,545
                  )Cash
      and cash equivalents, beginning of the year
                  
                  
                  604,745
                  
                  
                  
                  182,901
                  
                  
                  
                  1,419,446Cash
      and cash equivalents, end of year
                  
                  $
                  437,613
                  
                  
                  $
                  604,745
                  
                  
                  $
                  182,901






See
accompanying notes to the consolidated financial statements.
 4
 Table of Contents








ICON
      Income Fund Eight A L.P.(A
      Delaware Limited Partnership)Consolidated
      Statements of Cash FlowsYears Ended December 31,2008(unaudited)
                
                
                2007
                
                
                2006Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
                
                $
                -
                
                
                $
                18,688
                
                
                $
                -Supplemental
      disclosure of non-cash investing and financing activities:Principal
      and interest paid on non-recourse long-term debtdirectly
      to lenders by lessees
                
                $
                -
                
                
                $
                7,154,362
                
                
                $
                6,276,095







See
accompanying notes to the consolidated financial statements.
 5
 Table of Contents




ICON Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2008, 2007 and 2006
 (unaudited)





(1)
            Organization





ICON
Income Fund Eight A L.P. (the “Partnership”) was formed on July 9, 1997 as a
Delaware limited partnership. The Partnership was engaged in one business
segment, the business of purchasing equipment and leasing it to third parties,
providing equipment and other financing and, to a lesser degree, acquiring
ownership rights of leased equipment at lease expiration. On March 16, 2009, the
Partnership transferred all of its assets and liabilities to ICON Income Fund
Eight A L.P. Liquidating Trust, a Delaware Statutory Trust (the “Liquidating
Trust”), and filed Form 15 with the Securities and Exchange Commission (“SEC”)
to terminate the registration of the Partnership’s limited partnership interests
under the Securities Exchange Act of 1934 as amended (the “Exchange Act”), and
announced that it would cease filing reports under the Exchange Act. The General
Partner will issue to beneficiaries and file with the SEC annual reports on Form
10-K and current reports on Form 8-K upon the occurrence of a material event
relating to the Partnership.  The
Partnership’s financial statements have been audited for the years ended
December 31, 2007 and 2006, however, the Partnership did not engage independent
auditors to perform an audit on the consolidated financial statements contained
herein.  Additionally, the Partnership did not engage independent auditors
to perform procedures on the audited consolidated financial statements
since April 9, 2008.





The
Partnership began its liquidation period on December 20, 2005. During the
liquidation period, the Partnership distributed substantially all distributable
cash from operations and equipment sales to the partners and continued the
orderly termination of its operations and affairs.  The Partnership
did not invest in any additional financing or lease transactions during the
liquidation period.





The
general partner of the Partnership is ICON Capital Corp. (the “General
Partner”), a Delaware corporation. The General Partner manages and controls the
business affairs of the Partnership, including, but not limited to, the
equipment leases and other financing transactions that the Partnership entered
into pursuant to the terms of the Partnership’s limited partnership
agreement as amended (the “LP Agreement”).  Additionally, the
General Partner has a 1% interest in the profits, losses, cash distributions and
liquidation proceeds of the Partnership.





The
Partnership's maximum offering was $75,000,000. The Partnership commenced
business operations on its initial closing date, October 14, 1998, with the
admission of investors holding 12,000 units of limited partnership interests
(the “Units”), representing $1,200,000 of capital
contributions.  Between October 15, 1998 and May 17, 2000, the final
closing date, 737,965 additional Units were sold representing $73,796,504 of
capital contributions, bringing the total sale of Units to 749,965 representing
$74,996,504 of capital contributions.  From 1998 through 2008, the
Partnership redeemed 14,873 Units, leaving 735,092 Units outstanding
at December 31, 2008.





Partners’
capital accounts are increased for their initial capital contribution plus their
proportionate share of earnings and decreased by their proportionate share of
losses and distributions.  Profits, losses, cash distributions and
liquidation proceeds are allocated 99% to the limited partners and 1% to the
General Partner until each limited partner has (a) received cash distributions
and liquidation sufficient to reduce their adjusted capital account to zero and
(b) received, in addition, other distributions and allocations that would
provide an 8% per year cumulative return on their outstanding adjusted capital
account. After such time, distributions will be allocated 90% to the limited
partners and 10% to the General Partner.






6
 Table of Contents




ICON Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2008, 2007 and 2006
 (unaudited)








(2)
            Summary
      of Significant Accounting Policies





Basis of
Presentation and Consolidation





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





The
consolidated financial statements include the accounts of the Partnership and
its majority- owned subsidiaries. All intercompany accounts and transactions
have been eliminated in consolidation.





The
Partnership accounts for its noncontrolling interests in joint ventures where
the Partnership has influence over financial and operational matters, generally
50% or less ownership interest, under the equity method of accounting. In such
cases, the Partnership's original investments are recorded at cost and adjusted
for its share of earnings, losses and distributions.  The Partnership
accounts for investments in joint ventures where the Partnership has virtually
no influence over financial and operational matters using the cost method of
accounting.  In such cases, the Partnership's original investments are
recorded at cost and any distributions received are recorded as
revenue.  All of the Partnership's investments in joint ventures are
subject to its impairment review policy.





In joint
ventures where the Partnership’s interest is majority owned, the financial
condition and results of operations of the joint venture are
consolidated.  Minority interest represents the minority owner’s
proportionate share of its equity in the joint venture. The minority interest is
adjusted for the minority owner’s share of the earnings, losses and
distributions of the joint venture.





Cash and
cash equivalents





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





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





Allowance
for Doubtful Accounts





When
evaluating the adequacy of the allowance for doubtful accounts, the Partnership
estimates the uncollectibility of receivables by analyzing lessee, borrower and
other counterparty concentrations, creditworthiness and current economic
trends. The Partnership records an allowance for doubtful accounts when the
analysis indicates that the probability of full collection is
unlikely.  No allowance was deemed necessary at December 31, 2008 and
2007.





Unguaranteed
Residual Values





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





Revenue
Recognition





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






7
 Table of Contents




ICON Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2008, 2007 and 2006
 (unaudited)






(2)
              Summary
      of Significant Accounting Policies–
continued


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





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





The
General Partner has an investment committee that approves each new equipment
lease and  other financing transaction.  As part of its
process, it determined the residual value, if any, to be used once the
investment was approved.  The factors considered in determining the
residual value included, but were not limited to, the creditworthiness of the
potential lessee, the type of equipment considered, how the equipment was
integrated into the potential lessee’s business, the length of the lease and the
industry in which the potential lessee operated.  Residual values are
reviewed for impairment in accordance with the Partnership’s impairment review
policy.





Per Unit
Data





Net
income (loss) per Unit is based upon the weighted average number of Units
outstanding during the year.





Unit
Redemptions





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








Use of
Estimates


The
preparation of financial statements in conformity with US GAAP requires the
General Partner to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities as of the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period.
 Significant estimates primarily include the determination of allowance for
doubtful accounts, depreciation and amortization, impairment losses, estimated
useful lives and residual values. Actual results could differ from those
estimates.




Recent
Accounting Pronouncements





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






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 Table of Contents
  ICON Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2008, 2007 and 2006
 (unaudited)




(3)
            Net
      Investment in Finance Lease




Net
investments in finance lease consisted of the following at December 31, 2008 and
2007:





2008
                
                
                2007Minimum
      rents receivable
                
                $
                -
                
                
                $
                1,474,000Estimated
      residual value
                
                
                -
                
                
                
                200,000Unearned
      income
                
                
                -
                
                
                
                (118,343
                )Net
      investment in finance lease
                
                $
                -
                
                
                $
                1,555,657





The
Partnership had an investment in a finance lease with Regus Business Centre
Corp. (“Regus”), which leased office, telecommunications and computer equipment
from the Partnership under the terms of a finance lease entered into in August
2000. On February 28, 2007, the lease expired and Regus purchased the equipment
pursuant to a purchase option.





During
December 2005, the Partnership purchased from and simultaneously leased back
certain manufacturing equipment to Playcore Wisconsin, Inc. (“Playcore”) for a
purchase price of $4,040,000. The equipment was subject to a 36-month lease that
commenced on January 1, 2006. On December 11, 2008, the Partnership sold the
equipment to Playcore pursuant to a purchase option at lease expiration for
$200,000. There was no gain or loss recognized on this transaction. The
Partnership received a total of approximately $5,200,000 on this investment from
rental payments and sale proceeds.





(4)
            Investments
      in Joint Ventures





Gulf
Coast Leasing, LLC





During
March 2000, the Partnership acquired a 50% ownership interest in Gulf Coast
Leasing, LLC (“Gulf Coast”), which acquired a 50% residual value interest in a
mobile offshore drilling rig (the “Cecil Provine”) subject to charter with an
unaffiliated third-party. The Partnership invested $1,997,000.  On
June 6, 2008, the Partnership was informed that the owner trustee of the trust
entered into an agreement, dated as of May 30, 2008, to sell the rig to an
unaffiliated third-party for $119,000,000. All of the rental payments under the
lease were used to service the non-recourse debt that was incurred to acquire
the equipment, which matured on June 23, 2008. The renewal term of the charter
also expired on June 23, 2008, however, the owner trustee and the charterer
extended the renewal term of the charter from June 27, 2008 to and including
July 7, 2008 without any additional payment of charter hire. On July 7, 2008,
Gulf Coast sold its residual value interest.





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 Table of Contents
  ICON Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2008, 2007 and 2006
 (unaudited)





(4)
            Investments
      in Joint Ventures - continued





Information
as to the results of operations of Gulf Coast for the years ended December 31,
2008 and 2007, respectively, is summarized below:





2008
                
                
                2007Total
      revenue
                
                $
                59,514,000
                
                
                $
                -Net
      income
                
                $
                55,378,440
                
                
                $
                -Partnership's
      share of net income
                
                $
                27,689,220
                
                
                $
                -





ICON
Global Crossing, LLC





On
November 17, 2005, the Partnership, along with ICON Income Fund Ten, LLC (“Fund
Ten”) and ICON Leasing Fund Eleven, LLC (“Fund Eleven”), formed ICON Global
Crossing, LLC (“ICON Global Crossing”), with original ownership interests of
12%, 44% and 44%, respectively, to purchase telecommunications equipment. On
March 31, 2006, Fund Eleven made an additional capital contribution of
approximately $7,734,000 to ICON Global Crossing, which changed the ownership
interests for the Partnership, Fund Ten and Fund Eleven to 7.99%, 30.62% and
61.39%, respectively.  The total capital contributions made to ICON
Global Crossing as of December 31, 2006 were approximately $25,131,000, of which
the Partnership’s share was approximately $2,008,000.





Between
February and April 2006, ICON Global Crossing purchased telecommunications
equipment that is subject to a lease with Global Crossing.  The
purchase price, inclusive of initial direct costs, was approximately
$25,278,000.  The equipment is subject to a 48-month lease that
commenced on April 1, 2006.





Information
as to the results of operations of ICON Global Crossing for the years ended
December 31, 2008 and 2007, respectively, is summarized below:





2008
                
                
                2007Total
      revenue
                
                $
                7,304,794
                
                
                $
                7,341,311Net
      income
                
                $
                2,722,983
                
                
                $
                2,703,981Partnership's
      share of net income
                
                $
                217,566
                
                
                $
                216,048





(5)
            Transactions
      with Related Parties





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





The
General Partner performed certain services relating to the management of the
Partnership’s equipment leasing and other financing activities. Such services
included, but are not limited to, 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, liaising 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.







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 Table of Contents


ICON Income Fund Eight A L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 December
31, 2008, 2007 and 2006
 (unaudited)




(5)
            Transactions
      with Related Parties - continued





Administrative
expense reimbursements are costs incurred by the General Partner or its
affiliates that are necessary to the Partnership’s operations.  These costs
included the General Partner’s and its affiliates’ legal, accounting, investor
relations and operations personnel, as well as professional fees and other costs
that were charged to the Partnership based upon the percentage of time such
personnel dedicated to the Partnership.  Excluded were salaries and related
costs, travel expenses and other administrative costs incurred by individuals
with a controlling interest in the General Partner.





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





The
General Partner also has a 1% interest in the Partnership’s profits, losses,
cash distributions and liquidation proceeds. The Partnership paid distributions
to the General Partner of $314,492, $105,043 and $35,328, for the years ended
December 31, 2008, 2007 and 2006, respectively. Additionally, the General
Partner’s interest in the Partnership’s net income was $274,977, $32,475 and
$32,168, for the years ended December 31, 2008, 2007 and 2006,
respectively.





(6)
            Commitments
      and Contingencies





The
Partnership has a 0.8% ownership interest in the profits, losses, and cash flows
from its limited partnership interest in an entity that owns a 100% interest in
a mobile offshore drilling rig that is subject to lease with Rowan Companies,
Inc. The fair value of this interest was determined using an appraisal and cash
flow analysis.





(7)
            Subsequent
      Events





On
February 13, 2009, the Partnership monetized its interest in ICON Global
Crossing by issuing a non-recourse note to AIM Financial Corporation, an
unaffiliated party, in the amount of approximately $980,000, which amount
represented the discounted present value of the future rental streams the
Partnership expected to receive with respect to its interest in the joint
venture. Interest on the unpaid principal balance of the note accrues at a rate
of 15% per year. In the event of a default, interest on the unpaid principal
balance of the note will accrue at 17% per year.





On March
1, 2009, proceeds of approximately $900,000, or approximately $1.22 per Unit, of
the proceeds received from the Partnership monetizing its investment in Global
Crossing were distributed to the Partnership’s limited partners.





On March
16, 2009, all of the Partnership’s assets and liabilities were transferred to
the Liquidating Trust and a certificate of cancellation of the Partnership was
filed with the Secretary of State of Delaware, terminating the Partnership’s
existence. As of March 16, 2009, the Partnership’s units of general and limited
partnership interests were exchanged for an equal number of beneficial interests
in the Liquidating Trust and all partners in the Partnership became
beneficiaries of the Liquidating Trust.






11
 Table of Contents








SIGNATURES





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





File No.
333-54011
 ICON
Capital Corp.
 Managing
Trustee of the Registrant
 
 Dated:
March 27, 2009





/s/ Michael A.
Reisner


Michael
A. Reisner


Co-Chief
Executive Officer and Co-President


(Co-Principal
Executive Officer)





/s/ Mark
Gatto


Mark
Gatto


Co-Chief
Executive Officer and Co-President


(Co-Principal
Executive Officer)




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





ICON
Capital Corp.


Managing
Trustee of the Registrant





Date: March
27, 2009





/s/ Michael A.
Reisner


Michael
A. Reisner


Co-Chief
Executive Officer, Co-President and Director


(Co-Principal
Executive Officer)




/s/ Mark
Gatto


Mark
Gatto


Co-Chief
Executive Officer, Co-President and Director


(Co-Principal
Executive Officer)




/s/ Anthony
Branca
 Anthony
Branca
 Chief
Financial Officer
 (Principal
Accounting and Financial Officer)


/s/ Thomas W.
Martin


Thomas W.
Martin


Chairman




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.






12