**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, 2006**ORo
            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.**


(Exact
      name of registrant as specified in its charter)




**Delaware**
            
            **13-4006824**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)**100
                Fifth Avenue, 4****th****Floor**
              **New
                York, New York**
            
            **10011**(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: Units of Limited Partnership
      Interests




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 þ




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 þ No
ྑ




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K.


Y es þ No
ྑ




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


Large
      accelerated filer ྑ   Accelerated
      filer ྑ  Non-accelerated
      filer þ




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 shares of the registrant.




Number
      of
      outstanding limited partnership units of the Registrant on February 28, 2007
      is
      735,232.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None.














**Table
                of Contents****Pages****PART
                I**
            **1****Item
                1. Business**
            **1****Item
                1A. Risk Factors**
            **4****Item
                1B. Unresolved Staff
                Comments**
            **9****Item
                2. Properties**
            **9****Item
                3. Legal Proceedings**
            **9****Item
                4. Submission of Matters to a Vote of Security Holders**
            **9****PART
                II**
            **10****Item
                5. Market for the Registrant's Securities and Related
                Security Holder Matters**
            **10****Item
                6. Selected Consolidated Financial
                Data**
            **11****Item
                7. General Partner's Discussion and Analysis of
                Financial Condition and****Results
                of Operations**
            **12****Item
                7A. Qualitative and Quantitative Disclosures About
                Market Risk**
            **22****Item
                8. Consolidated Financial Statements and Supplementary
                Data**
            **23****Item
                9.****Changes
                in and Disagreements with Accountants on Accounting and****Financial
                Disclosure**
            **46****Item
                9A. Controls and
                Procedures**
            **46****Item
                9B. Other Information**
            **46****PART
                III**
            **47****Item
                10. Directors and Executive Officers of the
                Registrant's General Partner**
            **47****Item
                11. Executive
                Compensation**
            **49****Item
                12. Security Ownership of Certain Beneficial Owners
                and General****Partner
                and Related Security Holder
                Matters**
            **49****Item
                13. Certain Relationships and Related
                Transactions**
            **49****Item
                14. Principal Accountant Fees and
                Services**
            **50****PART
                IV**
            **51****Item
                15. Exhibits and Financial Statement
                Schedules**
            **51****SIGNATURES**
            **52**













**PART
      I**





**Forward-Looking
      Statements**





Certain
      statements within this Annual Report on Form 10-K may constitute forward-looking
      statements within the meaning of the Private Securities Litigation Reform Act
      of
      1995 (“PSLRA”). These statements are being made pursuant to the PSLRA, with the
      intention of obtaining the benefits of the “safe harbor” provisions of the
      PSLRA, and, other than as required by law, we assume no obligation to update
      or
      supplement such statements. Forward-looking statements are those that do not
      relate solely to historical fact. They include, but are not limited to, any
      statement that may predict, forecast, indicate or imply future results,
      performance, achievements or events. You can identify these statements by the
      use of words such as “may,” “will,” “could,” “anticipate,” “believe,”
“estimate,” “expects,” “intend,” “predict” or “project” and variations of these
      words or comparable words or phrases of similar meaning. These forward-looking
      statements reflect our current beliefs and expectations with respect to future
      events and are based on assumptions and are subject to risks and uncertainties
      and other factors outside our control that may cause actual results to differ
      materially from those projected.





**Item
      1. Business******





**Our
      History**




ICON
      Income Fund Eight A L.P. (the “Partnership”) was formed on July 9, 1997 as a
      Delaware limited partnership. The Partnership will continue until December
      31,
      2017, unless terminated sooner. When used in this report, the terms “we,” “us,”
and “our” refer to the Partnership.




Our
      General Partner is ICON Capital Corp. (our “General Partner”), a Connecticut
      corporation. Our General Partner manages and controls our business affairs,
      including, but not limited to, our equipment leases and financing transactions,
      under the terms of our limited partnership agreement (our “LP Agreement”).






Our
      maximum offering was $75,000,000 and we commenced business operations on our
      initial closing date, October 14, 1998, with the admission of 12,000 limited
      partnership units representing $1,200,000 of capital contributions. Between
      October 15, 1998 and May 17, 2000, the date of our final closing, 737,965
      additional limited partnership units were sold representing $73,796,504 of
      capital contributions bringing the total admission to 749,965 limited
      partnership units representing $74,996,504 of capital contributions. In the
      period from May 17, 2000 through December 31, 2006, we redeemed 14,733 limited
      partnership units. At December 31, 2006, we had 735,232 limited partnership
      units outstanding.




**Our
      Business**






We
      operate as an equipment leasing program in which the capital our partners
      invested was pooled together to make investments, pay fees and establish a
      small
      reserve. We primarily acquired equipment subject to lease, and, to a lesser
      degree, acquired ownership rights to items of leased equipment at lease
      expiration. Some of our equipment leases were acquired for cash and provided
      current cash flow, which we refer to as “income” leases. For the other equipment
      leases, we financed the majority of the purchase price. We refer to these leases
      as “growth” leases. These growth leases generated little or no current cash flow
      because substantially all of the rental payments received from the lessee
      serviced the indebtedness associated with acquiring or financing the lease.
      We
      anticipated that the future value of the leased equipment would exceed our
      cash
      portion of the purchase price.







1







We
      divide
      the life of the program into three distinct phases:




(1) *Offering
      Period* :
      We
      invested most of the net proceeds from the sale of limited partnership units
      in
      items of equipment subject to a lease.




(2) *Reinvestment
      Period* :
      After
      the close of the offering period, we continued to reinvest the cash generated
      from our initial investments to the extent that cash was not needed for our
      expenses, reserves and distributions to our partners. The reinvestment period
      ended on December 20, 2005.




(3)
      *Liquidation* *Period* :
      Since
      the end of the reinvestment period, we have been selling our assets in the
      ordinary course of business. If our General Partner believes it would benefit
      our partners to reinvest the proceeds received from our investments in
      additional investments during the liquidation period, we may do so, but our
      General Partner will not receive any additional acquisition fees in connection
      with such reinvestments. Our goal was to complete the liquidation period in
      three years after the end of the reinvestment period, but it may take longer
      to
      do so.






On
      December 20, 2005, we began our liquidation period. During our liquidation
      period, we have continued to distribute substantially all distributable cash
      from operations and equipment sales to our partners and are continuing the
      orderly termination of our operations and affairs.






At
      December 31, 2006 and 2005, we had total assets of $20,918,104 and $26,600,934,
      respectively. For the year ended December 31, 2006, our revenue from rental
      income and finance income was $7,881,737, which included two lessees that
      accounted for approximately 92% of our rental income and finance income. We
      had
      net income for the year ended December 31, 2006 of $3,216,757. For the year
      ended December 31, 2005, our revenue from rental income and finance income
      was
      $9,193,611, which included two lessees that accounted for approximately 80%
      of
      our rental income and finance income. We had net income for the year ended
      December 31, 2005 of $1,287,041. For the year ended December 31, 2004, our
      revenue from rental income and finance income was $7,185,163, which included
      three lessees that accounted for approximately 84% of our rental income and
      finance income. We had a net loss for the year ended December 31, 2004 of
      $3,521,353.




At
      December 31, 2006, our current portfolio, which we hold either directly or
      through joint venture investments with affiliates and others, consists primarily
      of the following equipment subject to lease:





*Air
      Transportation Equipment*




·
            We
                have a 90% interest in a joint venture, ICON Aircraft 46837 LLC (“Aircraft
                46837”) which owns a McDonnell Douglas DC-10-30F aircraft subject to lease
                with Federal Express Corporation (“FedEx”) which lease expires on March
                31, 2007. FedEx has advised us of its intention to purchase the aircraft
                when the lease expires.





On
      September 21, 2006, FedEx provided Aircraft 46837 its irrevocable notice to
      purchase the aircraft. Pursuant to the lease, Aircraft 46837 had twenty days
      to
      agree with FedEx on the fair value of the aircraft. The lease further provides
      that if the parties do not agree within that time period, then they have ten
      days to appoint a mutually acceptable appraiser. If the parties could not agree
      on an appraiser, the lease provided that the fair value would be determined
      by
      independent appraisers, one selected by our General Partner and one selected
      by
      FedEx. Moreover, the lease provided that if those appraisers could not agree
      on
      the fair value, the two appraisers would appoint a third nationally recognized
      independent aircraft appraiser.







2






Aircraft
      46837 selected a nationally recognized appraiser who is the former Chairman
      of
      the International Society of Transport Aircraft Trading appraisal board and
      received an appraisal value for the aircraft of $7,300,000. In addition, our
      General Partner commissioned an additional nationally recognized appraiser
      to
      conduct an appraisal on the aircraft who appraised the aircraft at
      $6,700,000.





The
      appraiser selected by FedEx, however, valued the aircraft at only $4,400,000
      which was significantly lower than our General Partner’s two appraisals and much
      lower than all publicly available published values for this type of
      aircraft.





When
      the
      appraisers chosen by our General Partner and FedEx could not agree on the fair
      value, they selected a third appraiser. Although FedEx did not initially agree
      to this appraiser, it ultimately did so, but only after substantial delay.
      In
      February 2007, FedEx finally agreed to allow the process to proceed with the
      third appraiser and on February 23, 2007, the third appraiser was retained
      by
      the parties.





On
      March
      2, 2007, Aircraft 46837 was notified that the third appraiser valued the
      aircraft at what our General Partner believes is an exceedingly low appraisal
      valuing the aircraft at $4,120,000. Pursuant to a formula in the lease, the
      two
      appraisals that are closest in value are to be averaged, which resulted in
      a
      sales price for the aircraft of $4,260,000, resulting in a loss on the sale
      of
      the aircraft of approximately $900,000 which will be recorded by Aircraft 46837
      during the first quarter of 2007.





Our
      General Partner has serious concerns about the propriety of the appraisal
      process and has advised FedEx that it believes FedEx improperly interfered
      with
      the process, and thereby negatively impacted the appraised price of the
      aircraft. Our General Partner is thoroughly reviewing the facts with its outside
      legal counsel.  On March 30, 2007 Aircraft 46837 sold the aircraft to FedEx
      for $4,260,000.  The final lease payment was paid to the lender, satisfying
      all remaining debt obligations.





·
            We
                have a 100% interest in various aircraft rotables that were originally
                on
                lease to Sabena Belgian World Airways, Sabena Oman and Sabena MEA.
                All of
                this equipment is currently off lease and being remarketed. At September
                30, 2006, the General Partner determined, based upon recent negotiations
                with potential buyers, that the aircraft rotables may be impaired.
                Accordingly, the Partnership recorded an impairment loss of approximately
                $115,500 to more closely approximate the adjusted book value to the
                current fair value of the aircraft rotables, net of estimated selling
                costs. The total impairment loss on these rotables for the year ended
                December 31, 2006 is approximately
                $257,440.





*Energy
      Equipment*





·
            We
                have a 100% interest in one tugboat ("M/V MICHIGAN") bearing official
                number 650770 and one oil barge ("GREAT LAKES") bearing official
                number
                650771 on lease to Keystone Great Lakes, Inc. (“Keystone”), whose
                obligations under the lease are ultimately guaranteed by BP p.l.c.
                The
                lease is scheduled to expire on January 1,
                2008.




·
            We
                have a 0.80% interest in the rights to the profits, losses and cash
                flows
                from an entity that owns a 100% interest in a mobile offshore drilling
                rig
                subject to a lease with Rowan Companies,
                Inc.





*Manufacturing
      Equipment for Playgrounds*





·
            We
                have a 100% interest in equipment used in a manufacturing facility
                on
                lease to Playcore Wisconsin, Inc. (“Playcore”). The lease is scheduled to
                expire on December 31, 2008.







3






*Telecommunications
      Equipment*





·
            We
                have an 8.0% interest in ICON Global Crossing, LLC (“ICON Global
                Crossing”), which purchased state-of-the-art telecommunications equipment
                from various vendors which was then leased to Global Crossing
                Telecommunications, Inc (“Global Crossing”). The lease expires on March
                31, 2010.





For
      a
      discussion of our lease and other significant transactions for the years ended
      December 31, 2006, 2005 and 2004, please refer to “Item 7. General Partner’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.”





**Segment
      Information**




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




**Competition**





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





**Employees**





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





**Available
      Information**





Our
      Annual Report on Form 10-K and our most recent Quarterly Reports on Form 10-Q
      and amendments to those reports, if any, and our Current Reports on Form 8-K
      and
      any amendments to those reports, if any, are available free of charge on our
      General Partner’s internet website at http://www.iconcapital.com as soon as
      reasonably practicable after such reports are electronically filed with or
      furnished to the Securities and Exchange Commission (the
“SEC”). Our reports are contained on our General Partner’s
      website is not deemed part of this Annual Report on Form 10-K. This information
      is also available on the SEC’s website, at http://www.sec.gov.




**Item
      1A. Risk Factors**





Our
      operations are subject to a number of risks. You should carefully read and
      consider these risks, together with all other information in this Annual Report
      on Form 10-K. If any of the following risks actually occur, our business,
      operating results and financial condition could be adversely
      affected.




**Uncertainties
      associated with the equipment leasing business may affect our business,
      operating results and financial condition.**




We
      are
      subject to a number of uncertainties associated with the equipment leasing
      business that may affect our business, operating results and financial
      condition. These include:




·
            changes
                in economic conditions, including fluctuations in demand for equipment
                and
                interest rates;


·
            the
                technological and economic obsolescence of
                equipment;


·
            potential
                defaults by lessees;


·
            the
                existence of leverage increases the risk of foreclosure;
                and


·
            increases
                in our expenses, including taxes and insurance
                expenses.






4






**Our
      General Partner’s decisions are subject to conflicts of interest with
      us.**




Our
      General Partner’s decisions could be subject to various conflicts of interest
      arising out of its relationship to us and its affiliates. Our General Partner
      could be confronted with decisions in which it will have an economic incentive
      to place its interests above ours. Our General Partner sponsors and currently
      manages five other equipment leasing businesses. See “Item 13. Certain
      Relationships and Related Transactions.” These conflicts may
      include:




·
            Our
                LP Agreement does not prohibit our General Partner from competing
                with us
                for equipment acquisitions and engaging in other types of
                business;


·
            Our
                General Partner will have opportunities to earn fees for referring
                a
                prospective acquisition opportunity to purchasers other than
                us;


·
            Our
                General Partner may receive fees in connection with the turnover
                of our
                equipment portfolio;


·
            The
                lack of separate legal representation for us and our General Partner
                and
                lack of arm’s-length negotiations regarding compensation payable to our
                General Partner;


·
            Our
                General Partner is our tax matters partner and is able to negotiate
                with
                the IRS to settle tax disputes that would bind us and our partners
                that
                might not be in your best interest given your individual tax situation;
                and


·
            Our
                General Partner can make decisions as to when and whether to sell
                a
                jointly-owned asset when the co-owner is another business it
                manages.




**Because
      we borrowed and may in the future borrow to purchase equipment, losses as a
      result of lessee defaults may be greater than if debt were not incurred.**




Although
      we acquired and may in the future acquire some of our investments for cash,
      we
      borrowed and may in the future borrow a substantial portion of the purchase
      price of our equipment investments and there is no limit to the amount of debt
      we may incur when purchasing equipment. While we believe the use of leverage
      results in us being able to make more acquisitions and that each acquisition
      would have fewer dollars at risk than if leverage were not utilized, there
      can
      be no assurance that the benefits of greater size and diversification of the
      portfolio offset the heightened risk of loss in an individual lease transaction
      using leverage. With respect to our non-recourse borrowings, a lessee default
      could force us to make the debt service payments that would otherwise be paid
      by
      the lessee so as to protect the equipment owned by us from being subject to
      repossession.




**The
      risks and uncertainties associated with the industries of our lessees may
      indirectly affect our business, operating results and financial condition.**




We
      are
      indirectly subject to a number of uncertainties associated with the industries
      of our lessees. We primarily acquire equipment subject to lease, and, to a
      lesser degree, acquire ownership rights to items of leased equipment at lease
      expiration in a variety of industries with a number of lessees. As such, we
      are
      indirectly subject to the various risks and uncertainties that affect our
      lessees’ businesses and operations. If such risks or uncertainties were to
      affect our lessees, we may indirectly suffer a loss on our investment, lose
      future revenues or experience adverse consequences to our business, operating
      results and financial condition.




**If
      the value of our equipment declines more rapidly than we anticipate, our
      financial performance may be adversely affected.**




A
      significant part of the value of most of the equipment that we purchase is
      the
      potential value of the equipment once the lease term expires (“residual value”).
      Generally, leased equipment is expected to decline in value over its useful
      life. In acquiring equipment, we assume a residual value for the equipment
      at
      the end of the lease that, when combined with lease payments, is expected to
      be
      enough to return the cost of our investment in the equipment and provide a
      rate
      of return despite the expected decline in the value of the equipment over the
      lease term. However, the residual value of the equipment at the end of a lease,
      and whether that value meets our expectations, depends, to a significant extent,
      upon the following factors, many of which are beyond our control:




·
            our
                ability to acquire or, to a lesser degree, enter into lease agreements
                that preserve or enhance the relative value of the
                equipment;


·
            our
                ability to maximize the value of the equipment upon the sale or re-lease
                when the lease expires;


·
            market
                conditions prevailing at the time the lease
                expires;


·
            the
                cost of new equipment at the time we are remarketing used
                equipment;


·
            the
                extent to which technological or regulatory developments during the
                lease
                term reduce the market for such used
                equipment;


·
            the
                strength of the economy; and


·
            the
                condition of the equipment when the lease
                expires.




We
      cannot
      assure you that our assumptions with respect to value are accurate or that
      the
      equipment will not lose value more rapidly than we anticipate.






5






**If
      leased equipment is not properly maintained, its residual value may be less
      than
      expected.**




If
      a
      lessee fails to maintain equipment in accordance with the terms of its lease,
      we
      may have to make unanticipated expenditures to repair the equipment in order
      to
      protect our investment. In addition, some of the equipment we purchase is used
      equipment. While we plan to inspect most used equipment prior to purchase,
      there
      is no assurance that an inspection of used equipment prior to purchasing it
      will
      reveal any or all defects and problems with the equipment that may occur after
      it is acquired by us.




We
      seek
      to obtain representations from the sellers and lessees of used equipment
      that:




·
            the
                equipment has been maintained in compliance with the terms of their
                leases;


·
            that
                neither the seller, as lessor, nor the lessee, is in violation of
                any
                material terms of such leases; and


·
            the
                equipment is in good operating condition and repair and that the
                lessee
                has no defenses to the payment of rent for the equipment as a result
                of
                its condition.




We
      would
      have rights against the seller of the equipment for any losses arising from
      a
      breach of representations made to us, and against the lessee for a default
      under
      the lease. However, we cannot assure you that these rights would make us whole
      with respect to our entire investment in the equipment or our expected returns
      on the equipment, including legal costs, costs of repair and lost revenue from
      the delay in being able to sell or re-lease the equipment due to undetected
      problems or issues.




**If
      a lessee defaults on its lease, we could incur losses.**




We
      may
      lease equipment to lessees that have senior debt rated below investment grade.
      We do not require our lessees to have a minimum credit rating. Lessees with
      such
      lower credit ratings may default on lease payments more frequently than lessees
      with higher credit ratings. If a lessee does not make lease payments to us
      when
      due, or violates the terms of its lease in another important way, we may be
      forced to terminate the lease and attempt to recover the equipment. We may
      do
      this at a time when we may not be able to arrange for a new lease or to sell
      the
      equipment right away, if at all. We would then lose the expected lease revenues
      and might not be able to recover the entire amount or any of our original
      investment in the equipment. The costs of recovering equipment upon a lessee’s
      default, enforcing the lessee’s obligations under the lease, and transporting,
      storing, repairing and finding a new lessee for the equipment may be high and
      may negatively affect the value of our investment in the equipment.






6






**If
      a lessee files for bankruptcy, we may have difficulty enforcing the terms of
      the
      lease and may incur losses.**




If
      a
      lessee files for protection under the bankruptcy laws, the remaining term of
      the
      lease could be shortened or the lease could be rejected by the bankruptcy court,
      which could result in, among other things, any unpaid pre-bankruptcy lease
      payments being cancelled as part of the bankruptcy proceeding. We may also
      experience difficulties and delays in recovering equipment from a bankrupt
      lessee that is involved in a bankruptcy proceeding or has been declared bankrupt
      by a bankruptcy court. If a lease is rejected in a bankruptcy, we would bear
      the
      cost of retrieving and storing the equipment, and then have to remarket the
      equipment. In addition, the bankruptcy court would treat us as an unsecured
      creditor for any amounts due under the lease.




**We
      may invest in options that could become worthless if the option grantor files
      for bankruptcy.**




We
      may
      acquire options to purchase equipment, usually for a fixed price at a future
      date, which is typically at the end of a lease term. In the event of a
      bankruptcy by the party granting the option, we might be unable to enforce
      the
      option or recover the option price paid.




**Sellers
      of leased equipment could use their knowledge of the lease terms for gain at
      our
      expense.**




We
      may
      have acquired and may in the future acquire equipment subject to lease from
      leasing companies that have an ongoing relationship with the lessees. A seller
      could use its knowledge of the terms of the lease, particularly the end of
      lease
      options and the date the lease ends, to compete with us. In particular, a seller
      may approach a lessee with an offer to substitute similar equipment at lease
      end
      for lower rental amounts. This may adversely affect our opportunity to maximize
      the residual value of the equipment.




**Investment
      in joint ventures may subject us to risks relating to our co-investors that
      could adversely impact the financial results of such joint
      ventures.**




We
      invest
      in joint ventures with other businesses our General Partner sponsors and
      manages, as well as with unrelated third parties. Investing in joint ventures
      involves additional risks not present when acquiring leased equipment that
      is
      wholly owned by us. These risks include the possibility that our co-investors
      might become bankrupt or otherwise fail to meet financial commitments, thereby
      obligating us to pay all of the debt associated with the joint venture, as
      each
      party to a joint venture typically must guarantee all of the joint venture’s
      obligations. Alternatively, the co-investors may have economic or business
      interests or goals that are inconsistent with our investment objectives and
      want
      to manage the joint venture in ways that do not maximize our return. Among
      other
      things, actions by a co-investor might subject leases that are owned by the
      joint venture to liabilities greater than those contemplated by the joint
      venture agreement. Also, when none of the joint owners control a joint venture,
      there might be a stalemate on decisions, including when to sell the equipment
      or
      the prices or terms of a lease. Finally, while we may have the right to buy
      out
      the other joint owner’s interest in the equipment in the event of the sale, we
      may not have the resources available to do so.




**We
      may not be able to obtain insurance for certain risks and would have to bear
      the
      cost of losses from non-insurable risks.**




Leased
      equipment may be damaged or lost. Fire, weather, accident, theft or other events
      can cause damage or loss of leased equipment. While our leases generally require
      lessees to have comprehensive insurance and assume the risk of loss, some
      losses, such as from acts of war, terrorism or earthquakes may either be
      uninsurable or not economically feasible to insure. Furthermore, not all
      possible liability claims or contingencies affecting equipment can be
      anticipated or insured against, and, if insured, the insurance proceeds may
      not
      be sufficient to cover a loss. If such a disaster occurs to the equipment,
      we
      could suffer a total loss of any investment in the affected equipment. In
      leasing some types of equipment, we may be exposed to environmental tort
      liability. Although we use our best efforts to minimize the possibility and
      exposure of such liability including by means of attempting to obtain insurance,
      we cannot assure you that our assets will be protected against any such
      claims.






7






**We
      could suffer losses from failure to maintain equipment registration and from
      unexpected regulatory compliance costs.**




Many
      types of transportation equipment are subject to registration requirements
      by
      U.S. governmental agencies, as well as foreign governments if the equipment
      is
      to be used outside of the United States. Failing to register the equipment,
      or
      losing the registration, could result in substantial penalties, forced
      liquidation of the equipment and/or the inability to operate and lease the
      equipment. Governmental agencies may also require changes or improvements to
      equipment, and we may have to spend our own funds to comply if the lessee of
      the
      equipment is not required to do so under the lease. These changes could force
      the equipment to be removed from service for a period of time. The terms of
      our
      leases may provide for rent reductions if the equipment must remain out of
      service for an extended period of time or is removed from service. We may then
      have reduced rental income from the lease for this item of equipment. If we
      do
      not have the funds to make a required change, we might be required to sell
      the
      affected equipment. If so, we could suffer a loss on our investment, lose future
      revenues and experience adverse tax consequences.




**If
      a lease is determined to be a loan, it could be subject to usury laws, which
      could lower our lease revenue.**




Equipment
      leases have sometimes been held by the courts to be loan transactions subject
      to
      State usury laws, which limit the interest rate that can be charged. Although
      we
      anticipate entering into or acquiring leases that we believe are structured
      so
      that they avoid being deemed loans, and would therefore not be subject to usury
      laws, we cannot assure you that we will be successful in doing so. Loans at
      usurious interest rates are subject to a reduction in the amount of interest
      due
      under such loans and, if an equipment lease is held to be a loan with a usurious
      rate of interest, the amount of the lease payment could be reduced and adversely
      affect our lease revenue.




**Our
      General Partner’s officers and employees manage other businesses and do not
      devote their time exclusively to managing us and our
      business.**




We
      do not
      employ our own full-time officers, managers or employees. Instead, our General
      Partner supervises and controls our business affairs. Our General Partner’s
      officers and employees also spend time supervising the affairs of other
      equipment leasing programs it manages, so they devote the amount of time they
      think is necessary to conduct our business, which may not be the same amount
      of
      time that would be devoted to us if we had separate officers and
      employees.




**Our
      internal controls over financial reporting may not be effective and our
      independent registered public accounting firm may not be able to certify as
      to
      their effectiveness, which could have a significant and adverse effect on our
      business.**




Our
      General Partner is evaluating our internal controls over financial reporting
      in
      order to allow management to report on, and our independent registered public
      accounting firm to attest to, our internal controls over financial reporting,
      as
      required by Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and
      the
      rules and regulations of the SEC thereunder, which we refer to as “Section 404.”
Our General Partner is in the process of documenting and testing our internal
      control procedures in order to satisfy the requirements of Section 404, which
      requires annual management assessments of the effectiveness of our internal
      controls over financial reporting and a report by our independent registered
      public accountants addressing these assessments. During the course of our
      testing, our General Partner may identify deficiencies that it may not be able
      to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act
      for
      compliance with the requirements of Section 404. We expect that we will be
      required to comply with the requirements of Section 404 and issue management’s
      report on our internal controls in connection with our Annual Report on Form
      10-K for our fiscal year ending December 31, 2007. In addition, if we fail
      to






8






achieve
      and maintain the adequacy of our internal controls, as such standards are
      modified, supplemented or amended from time to time, we may not be able to
      ensure that we can conclude on an ongoing basis that we have effective internal
      controls over financial reporting in accordance with Section 404. We cannot
      be
      certain as to the timing of completion of our evaluation, testing and any
      remediation actions or the impact of the same on our operations. If we are
      not
      able to implement the requirements of Section 404 in a timely manner or with
      adequate compliance, our independent registered public accounting firm may
      not
      be able to certify as to the effectiveness of our internal control over
      financial reporting in connection with our Annual Report on Form 10-K for the
      year ending December 31, 2008, and we may be subject to sanctions or
      investigation by regulatory authorities, such as the SEC. As a result, we may
      be
      required to incur costs in improving our internal control system and the hiring
      of additional personnel. Any such action could negatively affect our results
      of
      operations.




**We
      compete with a variety of financing sources for our lessees, which may affect
      our ability to achieve our investment objectives.**




The
      commercial leasing industry is highly competitive and is characterized by
      competitive factors that vary based upon product and geographic region. Our
      competitors are varied and include other equipment leasing programs, captive
      and
      independent finance companies, commercial and industrial banks, manufacturers
      and vendors. Competition from both traditional competitors and new market
      entrants has intensified in recent years due to a strong economy, growing
      marketplace liquidity and increasing recognition of the attractiveness of the
      commercial leasing industry.





We
      compete primarily on the basis of pricing, terms and structure. To the extent
      that our competitors compete aggressively on any combination of those factors,
      we could fail to meet our investment objectives.





**Item
      1B. Unresolved Staff Comments**





None.





**Item
      2. Properties******





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




**Item
      3. Legal Proceedings**





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




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





No
      matters were submitted to a vote of security holders during the fourth quarter
      2006.








9







**PART
      II**




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





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




Number
                of PartnersTitle
                of Class
            
            as
                of February 28, 2007General
                Partner
            
            1Limited
                Partners
            
            2,897








We
      pay
      monthly distributions to our partners beginning with
      their admission to the Partnership through the termination of the reinvestment
      period ,
      which
      occurred on December 20, 2005. For the three years ended December 31, 2006,
      2005, and 2004, we paid distributions to our limited partners totaling
      $3,496,273, $3,976,340, and $3,924,505 respectively. For the three years ended
      December 31, 2006, 2005, and 2004, we paid distributions to our General Partner
      totaling $35,328, $40,165, and $40,221 respectively.





In
      order
      for the National Association of Securities Dealers (the “NASD”) members and
      their associated persons to have participated in the offering and sale of
      interests in limited partnership units (the “Units”) pursuant to the offering or
      to participate in any future offering of our Units, we are required pursuant
      to
      NASD Rule 2710(c)(6) to disclose in each annual report distributed to our
      limited partners a per unit estimated value of our Units, the method by which
      we
      developed the estimated value and the date used to develop the estimated value.
      In addition, our General Partner must prepare annual statements of our estimated
      Unit values to assist fiduciaries of retirement plans subject to the annual
      reporting requirements of Employee Retirement Income Security Act (“ERISA”) in
      the preparation of their reports relating to an investment in our Units. For
      these purposes, the estimated value of our Units is deemed to be $19.64 per
      Unit
      at September 30, 2006.





This
      estimate was based on the amount of remaining undiscounted lease payments on
      our
      existing leases, the booked estimated residual values of the equipment held
      by
      us upon the termination of those leases and our cash on hand. From this amount,
      we then subtracted our total debt outstanding and then divided that sum by
      the
      total number of Units outstanding. This valuation was based solely on our
      General Partner’s perception of market conditions and the types and amounts of
      our assets. No independent valuation was sought. However, as set forth below,
      there is no significant public trading market for our Units at this time, and
      there can be no assurance that limited partners could receive $19.64 per Unit
      if
      such a market did exist and they sold their Units or that they will be able
      to
      receive such amount for their Units in the future. The foregoing valuation
      was
      performed solely for the ERISA and NASD purposes described above. Furthermore,
      there can be no assurance as to the amount we may actually receive if and when
      we seek to liquidate our assets or the amount of lease payments and equipment
      liquidation proceeds we will actually receive over our remaining
      term. Our
      units are not publicly traded nor is there currently a market for our Units.
      It
      is unlikely that any such market will develop.







10








**Item
      6. Selected Consolidated Financial
      Data**





The
      selected consolidated financial data should be read in conjunction with the
      consolidated financial statements and related notes included in Item 8.
      Consolidated Financial Statements and Supplementary Data contained elsewhere
      in
      this Annual Report on Form 10-K.





Years
                Ended December 31,2006
            
            2005
            
            2004
            
            2003
            
            2002Total
                revenue
            
            $
            8,148,011
            
            $
            16,488,628
            
            $
            7,578,431
            
            $
            1,041,280
            
            $
            11,200,364Net
                income (loss) (a)
            
            $
            3,216,757
            
            $
            1,287,041
            
            $
            (3,521,353
            )
            $
            (7,912,634
            )
            $
            (1,196,680
            )Net
                income (loss) allocable to the limited partners
            
            $
            3,184,589
            
            $
            1,274,171
            
            $
            (3,486,139
            )
            $
            (7,833,508
            )
            $
            (1,184,713
            )Net
                income (loss) allocable to the General Partner
            
            $
            32,168
            
            $
            12,870
            
            $
            (35,214
            )
            $
            (79,126
            )
            $
            (11,967
            )Weighted
                average limited partnershipunits
                outstanding
            
            
            735,351
            
            
            738,991
            
            
            739,966
            
            
            742,719
            
            
            744,600Net
                income (loss) per weighted averagelimited
                partnership units outstanding
            
            $
            4.33
            
            $
            1.72
            
            $
            (4.71
            )
            $
            (10.55
            )
            $
            (1.59
            )Distributions
                to limited partners
            
            $
            3,496,273
            
            $
            3,976,340
            
            $
            3,924,505
            
            $
            6,040,214
            
            $
            8,000,244Distributions
                per weighted averagelimited
                partnership units outstanding
            
            $
            4.75
            
            $
            5.38
            
            $
            5.30
            
            $
            8.13
            
            $
            10.74Distributions
                to the General Partner
            
            $
            35,328
            
            $
            40,165
            
            $
            40,221
            
            $
            61,012
            
            $
            80,811December
                31,2006
            
            
            2005
            
            
            2004
            
            
            2003
            
            
            2002Total
                assets
            
            $
            20,918,104
            
            $
            26,600,934
            
            $
            55,918,196
            
            $
            48,073,352
            
            $
            91,208,154Notes
                payable
            
            $
            6,618,975
            
            $
            12,436,977
            
            $
            38,271,477
            
            $
            23,358,727
            
            $
            51,474,674Partner's
                equity
            
            $
            12,767,687
            
            $
            13,159,741
            
            $
            16,607,978
            
            $
            23,604,943
            
            $
            37,661,379





(a)
            In
                2005, we had gains from the sale of equipment of approximately $4,887,000
                or approximately $6.61 per limited partnershipunit.
                Also in 2005, we had gains from the sale of convertible notes of
                approximately $1,545,000 or approximately $2.09 per limitedpartnership
                unit. In 2003, we had losses from terminated leases of approximately
                $7,365,000 or approximately $9.92per
                limited partnership unit. In 2002, we had a full year effect of the
                2001
                reclassification in the amount of approximately$1,287,000
                or approximately $1.70 per limited partnership unit. We also recorded
                a
                provision for bad debts of approximately$300,000
                or approximately $.40 per limited partnership unit.







11








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





*Our
      General Partner’s Discussion and Analysis of Financial Condition and Results of
      Operations contains forward-looking statements. These statements are based
      on
      current expectations and assumptions that are subject to risks and
      uncertainties. Actual results could differ materially because of factors
      discussed in “Part I. Forward-Looking Statements” and “Item 1A. Risk Factors”
located elsewhere in this Annual*  *Report
      on Form 10-K.*





**Overview**





We
      operate as an equipment leasing program in which the capital our partners have
      invested is pooled together to make investments, pay fees and establish a small
      reserve. We primarily acquired equipment subject to lease, and, to a lesser
      degree, acquired ownership rights to items of leased equipment at lease
      expiration. Some of our equipment leases were acquired for cash and provided
      current cash flow, which we refer to as “income” leases. For the other equipment
      leases, we financed the majority of the purchase price. We refer to these leases
      as “growth” leases. These growth leases generated little or no current cash flow
      because substantially all of the rental payments received from a lessee serviced
      the indebtedness associated with acquiring or financing the lease. We
      anticipated that the future value of the leased equipment would exceed our
      cash
      portion of the purchase price. We ended our reinvestment period on December
      20,
      2005 and began our liquidation period.




*Current
      Business Environment and Outlook*





We
      believe that domestic equipment leasing volume is correlated to overall business
      investments in equipment. According to information published by the Equipment
      Leasing and Finance Association, domestic business investment in equipment
      in
      2006 is forecasted to be an estimated $794.0 billion from a low of $620.0
      billion in 2002, while the corresponding forecast for equipment leasing volume
      in 2006 is estimated to be $220.0 billion from a low of $182.0 billion in 2003.
      In addition, we believe that a similar correlation exists in the international
      markets in which we operate. As conditions for capital investment remain
      favorable and indicate continued growth, we anticipate that capital spending
      by
      corporations should continue to increase in 2007. Increased capital spending
      may
      increase available leases thereby creating more opportunities in the leasing
      market, as well as more opportunities for us to sell our assets. While lower
      interest rates will remain a key obstacle for the equipment leasing industries
      because of the increased likelihood of customers choosing to purchase rather
      than lease business investments in equipment, we believe the leasing industry's
      outlook for the foreseeable future is encouraging.





Other
      factors which may negatively affect the leasing industry are the proposed legal
      and regulatory changes that may affect tax benefits of leasing and the continued
      misperception by potential lessees, stemming from Enron, WorldCom and others,
      that leasing should not play a central role as a financing alternative. However,
      as overall business investment in equipment increases and interest rates remain
      higher, we are optimistic that equipment leasing volume will increase as more
      lessees return to the marketplace.





***Lease
      and Other Significant Transactions***





We
      entered into the following lease and other significant transactions during
      the
      years ending December 31, 2006, 2005 and 2004:





*Sale
      of 1979 McDonnell Douglas DC-10-30F Aircraft*





On
      March
      31, 2004, we, along with ICON Income Fund Ten LLC (“Fund Ten”), an entity also
      managed by our General Partner, formed a joint venture, Aircraft 46837, for
      the
      purpose of acquiring a 1979 McDonnell Douglas DC-10-30F aircraft on lease to
      FedEx, which lease expires on March 31, 2007. We initially acquired a 28.6%
      interest in this joint venture for cash and the assumption of non-recourse
      debt.
      The non-recourse debt accrues interest at 4.0% per year and matures in March
      2007. The lender has a security interest in the aircraft and an assignment
      of
      the rental payments under the lease with FedEx.






12






We
      had an
      option to acquire an additional 61.4% interest in Aircraft 46837 from Fund
      Ten.
      On July 1, 2004, we exercised this option giving us a 90% interest in Aircraft
      46837. We now consolidate Aircraft 46837's balance sheet at December 31, 2006
      and 2005 and the results of operations and cash flows for the years ended
      December 31, 2006, 2005 and the period from July 1, 2004 to December 31, 2004.





On
      September 21, 2006, FedEx provided Aircraft 46837 its irrevocable notice to
      purchase the aircraft. Pursuant to the lease, Aircraft 46837 had twenty days
      to
      agree with FedEx on the fair value of the aircraft. The lease further provides
      that if the parties do not agree within that time period, then they have ten
      days to appoint a mutually acceptable appraiser. If the parties could not agree
      on an appraiser, the lease provided that the fair value would be determined
      by
      independent appraisers, one selected by our General Partner and one selected
      by
      FedEx. Moreover, the lease provided that if those appraisers could not agree
      on
      the fair value, the two appraisers would appoint a third nationally recognized
      independent aircraft appraiser.





Aircraft
      46837 selected a nationally recognized appraiser who is the former Chairman
      of
      the International Society of Transport Aircraft Trading appraisal board and
      received an appraisal value for the aircraft of $7,300,000. In addition, our
      General Partner commissioned an additional nationally recognized appraiser
      to
      conduct an appraisal on the aircraft who appraised the aircraft at $6,700,000.





The
      appraiser selected by FedEx, however, valued the aircraft at only $4,400,000
      which was significantly lower than our General Partner’s two appraisals and much
      lower than all publicly available published values for this type of
      aircraft.





When
      the
      appraisers chosen by our General Partner and FedEx could not agree on the fair
      value, they selected a third appraiser. Although FedEx did not initially agree
      to this appraiser, it ultimately did so, but only after substantial delay.
      In
      February 2007, FedEx finally agreed to allow the process to proceed with the
      third appraiser and on February 23, 2007, the third appraiser was retained
      by
      the parties.





On
      March
      2, 2007, Aircraft 46837 was notified that the third appraiser valued the
      aircraft at what our General Partner believes is an exceedingly low appraisal
      valuing the aircraft at $4,120,000. Pursuant to a formula in the lease, the
      two
      appraisals that are closest in value are to be averaged, which resulted in
      a
      sales price for the aircraft of $4,260,000, resulting in a loss on the sale
      of
      the aircraft of approximately $900,000 which will be recorded by Aircraft 46837
      during the first quarter of 2007.





Our
      General Partner has serious concerns about the propriety of the appraisal
      process and has advised FedEx that it believes FedEx improperly interfered
      with
      the process, and thereby negatively impacted the appraised price of the
      aircraft. Our General Partner is thoroughly reviewing the facts with its outside
      legal counsel. On March 30, 2007 Aircraft 46837 sold the aircraft to FedEx
      for
      $4,260,000.  The final lease payment was paid to the lender, satisfying all
      remaining debt obligations.





Our General
      Partner concluded, based upon an independent third party appraisal, that no
      impairments were required on this aircraft at December 31, 2006. At December
      31,
      2005, our General Partner determined based upon an independent third party
      appraisal that the estimated residual value was less than the appraised value.
      A
      decision was made to record an impairment loss of approximately $3,586,000
      to
      more closely approximate the current fair market value of the equipment.






13






*Telecommunications
      Equipment*





On
      November 17, 2005, we, along with Fund Ten, and ICON Leasing Fund Eleven, LLC
      (“Fund Eleven”), an entity also managed by our General Partner, formed ICON
      Global Crossing, with original interests of 12%, 44% and 44%, respectively,
      to
      purchase state-of-the-art telecommunications equipment from various vendors.
      Global Crossing is an Internet protocol based telecommunications provider that
      delivers voice, video and data services to its customers. On March 31, 2006,
      Fund Eleven made an additional capital contribution to ICON Global Crossing
      of
      approximately $7,734,000, which changed the interests of us, Fund Ten and Fund
      Eleven to 8.0%, 30.6% and 61.4%, respectively. The total capital contributions
      made to ICON Global Crossing as of December 31, 2006 were approximately
      $25,131,000, of which our share was approximately $2,000,000.




During
      February and March 2006, ICON Global Crossing purchased approximately
      $22,113,000 of equipment that is subject to a lease with Global Crossing and
      during April 2006 purchased approximately $3,165,000 of additional equipment
      that is subject to a lease with Global Crossing (including initial direct costs
      in the form of legal fees of approximately $157,000). The term of the lease
      is
      48 months and the lease began on April 1, 2006.





*Manufacturing
      Equipment for Playgrounds*





On
      December 16, 2005, we entered into an agreement to invest $4,040,000 in cash
      to
      acquire the manufacturing equipment of Playcore Wisconsin, Inc. (“Playcore”).
      Playcore is a manufacturer of playground equipment and backyard products for
      consumer and commercial markets, such as municipalities, parks, recreation
      departments, schools and other institutions. We entered into a lease agreement
      with Playcore with a base term of three years that commenced on January 1,
      2006.
      At lease termination, Playcore has several options: to extend the lease for
      its
      then in-place fair market value, purchase all of the equipment or return all
      of
      the equipment to us.





*Aircraft
      Rotables*





On
      December 28, 2005, we purchased from ICON Cash Flow Partners, L.P., Series
      E
      ("Series E"), an entity also managed by our General Partner, aircraft parts
      (“rotables”) with a fair value of approximately $133,000. Fair value was
      determined based upon the present value of recent sales offers from unrelated
      third parties.





*Sale
      of Boeing Aircraft*





On
      July
      12, 2005, we sold two Boeing aircraft, one was a Boeing 737-2E3A aircraft and
      the other was a Boeing 737-277 aircraft (collectively, the "Aircraft") each
      of
      which had been on lease to America West Airlines, Inc. ("America West"). America
      West, in consideration for the early return of the Aircraft, prepaid the
      remaining lease payments through the end of the lease terms totaling
      approximately $630,000, along with return costs totaling approximately
      $2,380,000. The return costs were paid to us as consideration for the Aircraft
      being returned in non-compliance with conditions mandated in the lease.
      Simultaneously with the receipt of the lease payments and return costs from
      America West, we sold the Aircraft to NewJet Corporation, an unaffiliated third
      party, for an aggregate purchase price of approximately $1,000,000. The amounts
      received for the lease payments, return costs and the purchase price for the
      Aircraft were used to repay, in full, the outstanding debt balance owed to
      the
      lender. Prior to the sale, we recognized an impairment loss of approximately
      $685,000 relating to the sale of the Aircraft.





In
      connection with the repayment of the non-recourse debt, the lender released
      to
      us the 7.5% convertible notes which had been held as collateral. On July 15,
      2005, we sold these 7.5% convertible notes and received approximately $1,660,000
      in cash, including accrued interest.





*Coal
      Handling Facility*





We,
      along
      with ICON Cash Flow Partners L.P. Six ("L.P. Six"), an entity also managed
      by
      our General Partner, had interests of 99.4975% and 0.5025%, respectively, in
      ICON/Boardman Facility LLC ("ICON BF"). ICON BF owned a coal handling facility
      on lease with Portland General Electric ("PGE"), a utility company in Portland,
      Oregon.






14





Our
      General Partner entered into a Memorandum of Agreement with PGE to sell the
      coal
      handling facility effective May 27, 2005. The sales price was approximately
      $21,250,000. In connection with the sale, ICON BF repaid the remaining
      outstanding balance of the non-recourse debt of approximately $7,650,000,
      netting approximately $13,600,000 in cash. ICON BF realized a gain from this
      transaction of approximately $4,834,000 and subsequently paid approximately
      $68,000 to L.P. Six for its proportionate share of the net
      proceeds.





On
      September 24, 2004, ICON Cash Flow Partners L.P. Seven (“L.P.
      Seven”) ,
      an
      entity also managed by our General Partner, assigned
      its entire 0.5025% interest in ICON BF to us for approximately $65,000, thereby
      increasing our ownership in ICON BF to 99.4975% in order for L.P. Seven to
      repay
      its outstanding debt obligation to us pursuant to the terms and conditions
      of a
      contribution agreement we entered into with some of our affiliates in connection
      with the line of credit agreement we had with Comerica Bank. This amount
      represented L.P. Seven's proportionate fair value of L.P. Seven's interest
      in
      ICON BF at September 24, 2004. This amount was determined to represent the
      fair
      value of the L.P. Seven’s interest in ICON BF based upon the expected net
      proceeds from the sale of the coal handling facility.





In
      accordance with the agreement dated September 24, 2004 between L.P. Seven and
      us
      relating to our acquisition of L.P. Seven's 0.5025% interest in ICON BF, we
      paid
      L.P. Seven approximately $3,000 based upon the difference between the estimated
      sales price used to calculate the fair value of ICON BF at the time of L.P.
      Seven's sale to us and the actual sales price of this facility.




*Modular
      Furniture*





We
      had a
      100% interest in modular furniture on lease to Varilease Corporation as lessor
      and E*Trade Corporation as lessee. During November 2004, we were notified of
      the
      lessee’s intent to exercise its fair market value purchase option. The lease
      expired during February 2005 and Varilease Corporation purchased the equipment
      for approximately $252,000 in cash. We received the cash in February 2005,
      resulting in a gain of approximately $63,000.





*Rowan
      Cash Flow*





On
      November 24, 2004, L.P. Seven assigned to us 0.80% of its rights to 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. L.P. Seven assigned the rights to us as repayment
      of
      its $200,000 outstanding debt obligation pursuant to a contribution agreement
      that we entered into with some of our affiliates in connection with the line
      of
      credit agreement we had with Comerica Bank. This amount represented L.P. Seven's
      proportionate fair value of L.P. Seven's interest in the mobile offshore
      drilling rig at November 24, 2004. The fair value of the mobile offshore
      drilling rig was determined using an independent third party appraisal and
      cash
      flow analysis.





*Dissolution
      of ICON/AIC Trust*





In
      July
      2004, ICON AIC Trust (“AIC Trust”) made its final installment payment on a note
      receivable that was previously issued in connection with a sale of its remaining
      leases. On September 30, 2004, AIC Trust was dissolved and we recognized a
      gain
      of approximately $178,000 from this dissolution.





*Sale
      of Boeing 767-300ER Aircraft*





During
      July 2004, one of our joint ventures, ICON Aircraft 24846 LLC, sold its only
      asset, a Boeing 767-300ER, for a net loss of approximately $602,000, of which
      our share was approximately $12,000.






15





**Recent
      Accounting Pronouncements**





In
      April
      2006, the Financial Accounting Standards Board (“FASB”) issued Statement of
      Financial Accounting Standards (“SFAS”) No. 155, “Accounting for Certain
      Financial Instruments” (“SFAS 155”), amendment to SFAS 133 and SFAS 140. SFAS
      155 addresses
      what had been characterized as a temporary exemption from the application of
      the
      bifurcation requirements of SFAS 133 to
      beneficial interests in securitized financial assets.The
      adoption of SFAS 155 did not have any impact on our consolidated financial
      statements.





In
      September 2006, the FASB issued SFAS No. 157 “Accounting
      for Fair Value Measurements” (“SFAS 157”) .
      SFAS
      157 establishes a separate framework for determining fair values of assets
      and
      liabilities that are required by other authoritative accounting principles
      generally accepted in the United States pronouncements to be measured at fair
      value. In addition, SFAS 157 incorporates and clarifies the guidance in FASB
      Concepts Statement No. 7 regarding the use of present value techniques in
      measuring fair value. SFAS 157 is effective for financial statements of fiscal
      years beginning after November 15, 2007. Our General Partner is currently
      evaluating the impact of this pronouncement, but does not currently believe
      it
      will have a material impact on our consolidated financial
      statements.





In
      September 2006, the SEC staff issued Staff Accounting Bulletin
      No. 108, “Considering the Effects of Prior Year Misstatements when
      Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB
      108 expresses the views of the SEC staff regarding the process of quantifying
      the materiality of financial misstatements. SAB 108 requires both the balance
      sheet and income statement approaches be used when quantifying the materiality
      of misstated amounts. In addition, SAB 108 contains guidance on correcting
      errors under the dual approach and provides transition guidance for correcting
      errors existing in prior years. SAB 108 is effective for the fiscal years ending
      after November 15, 2006. The adoption of SAB 108 did not have an impact on
      our
      consolidated financial statements.





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





**Critical
      Accounting Policies**





An
      appreciation of our critical accounting policies is necessary to understand
      our
      financial results. These policies may require our General Partner to make
      difficult and subjective judgments regarding uncertainties, and as a result,
      such estimates may significantly impact our financial results. The precision
      of
      these estimates and the likelihood of future changes depend on a number of
      underlying variables and a range of possible outcomes. We applied our critical
      accounting policies and estimation methods consistently in all periods
      presented. We consider the following accounting policies to be critical to
      our
      business:





·
            Lease
                classification and revenue
                recognition


·
            Asset
                impairments


·
            Depreciation





*Lease
      Classification and Revenue Recognition*





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






16





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





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





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





*Asset
      Impairments*





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





The
      events or changes in circumstances which generally indicate that an asset may
      be
      impaired are (i) the estimated fair value of the underlying equipment is less
      than its carrying value or (ii) the lessee is experiencing financial
      difficulties and it does not appear likely that the estimated proceeds from
      the
      disposition of the asset will be sufficient to satisfy our residual position
      in
      the asset and, if applicable, the remaining obligation to the non-recourse
      lender. 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 we do not recover our
      residual position until the non-recourse note payable is repaid in
      full.





*Depreciation*





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





**Results
      of Operations for the Years Ended December 31, 2006 (“2006”) and 2005
      (“2005”)**





We
      began
      our liqiudation period on December 20, 2005. Our goal is to complete the
      liqiudation period within three years, but it may take longer to do so. During
      the liqiudation period, we will sell our assets in the ordinary course of
      business. As we begin to sell our assets, both rental income and finance income
      will decrease over time as will expenses related to our assets, such as
      depreciation expense. Additionally, interest expense should decrease as we
      reach
      the expiration of leases that were financed and the debt is repaid to the
      lender. As leased equipment is sold, we will experience both gains and losses
      on
      these sales.






17






Revenue
      for 2006 and 2005 are summarized as follows:





Years
                Ended December 31,2006
            
            2005
            
            ChangeTotal
                revenue
            
            $
            8,148,011
            
            $
            16,488,628
            
            $
            (8,340,617
            )Rental
                income
            
            
            7,236,254
            
            
            8,199,521
            
            
            (963,267
            )Finance
                income
            
            
            645,483
            
            
            994,090
            
            
            (348,607
            )Income
                from investments in joint ventures
            
            
            219,075
            
            
            12,817
            
            
            206,258Net
                gain on sales of equipment and residual values
            
            
            19,650
            
            
            4,886,943
            
            
            (4,867,293
            )Net
                gain (loss) on lease termination
            
            
            -
            
            
            630,000
            
            
            (630,000
            )Realized
                gain on sale of convertible notes
            
            
            -
            
            
            1,544,573
            
            
            (1,544,573
            )Interest
                and other income
            
            
            27,549
            
            
            220,684
            
            
            (193,135
            )





Total
      revenue for 2006 decreased by $8,340,617, or 50.6%, as compared to 2005. The
      decrease in total revenue was due primarily to a non-recurring decrease in
      net
      gain on sales of equipment and realized gain from the sales of convertible
      notes
      that occurred in 2005. The decrease in net gain on sale of equipment is due
      primarily to the sale, in May 2005, of the coal handling facility previously
      on
      lease to PGE that resulted in a net gain of approximately $4,834,000 during
      2005. The
      realized gain on sale of convertible notes in 2005 resulted from the sale of
      two
      Boeing aircraft and the subsequent pay down of the debt releasing the securities
      which were being held as collateral for the note. The
      decrease in r ental
      income was principally due to the sale during July 2005 of the two Boeing
      aircraft previously on lease to America West. The 2005 net gain on lease
      termination resulted from the sale of the two Boeing aircraft which were on
      lease to America West and an early buyout of the lease. Finance income decreased
      primarily due to the
      expiration of our lease with E*Trade during February 2005 and the sale of the
      coal handling facility on lease to PGE in May 2005 . The
      decrease in interest and other income is due primarily to interest earned on
      the
      convertible notes during 2005.




Expenses
      for 2006 and 2005 are summarized as follows:





Years
                Ended December 31,2006
            
            2005
            
            ChangeTotal
                expenses
            
            $
            4,931,254
            
            $
            15,201,587
            
            $
            (10,270,333
            )Impairment
                loss
            
            
            257,440
            
            
            5,422,609
            
            
            (5,165,169
            )Depreciation
                and amortization
            
            
            3,033,905
            
            
            7,574,950
            
            
            (4,541,045
            )Interest
            
            
            548,436
            
            
            1,383,131
            
            
            (834,695
            )Management
                fees - General Partner
            
            
            174,711
            
            
            508,938
            
            
            (334,227
            )Administrative
                expense reimbursements - General Partner
            
            
            139,079
            
            
            355,541
            
            
            (216,462
            )General
                and administrative
            
            
            469,124
            
            
            328,397
            
            
            140,727Reversal
                of bad debt expense
            
            
            -
            
            
            (125,842
            )
            
            125,842Minority
                interest
            
            
            308,559
            
            
            (246,137
            )
            
            554,696





Total
      expenses for 2006 decreased by $10,270,333, or 67.6%, as compared to 2005.
      The
      decrease in impairment loss is due to our General Partner’s decision during 2006
      that our aircraft rotables required an impairment of approximately $257,440,
      while in 2005, required an impairment of approximately $5,423,000. The 2005
      impairment loss was due to an approximate $3,586,000 impairment loss on our
      aircraft on lease to FedEx, an approximate $1,152,000 impairment loss on
      aircraft rotables and an approximate $685,000 impairment loss on both
      AmericaWest aircraft. The decrease in depreciation and amortization expense
      was
      primarily due to our General Partner’s determination, at December 31, 2005, that
      we would discontinue depreciating one of our assets, a tug boat and barge,
      on
      charter with Keystone. This assessment was based upon the results of our General
      Partner’s annual review of our assets in accordance with our impairment policy.
      During the review process, our General Partner determined that






18






the
      net
      book value of this equipment approximated the estimated fair value at lease
      termination on January 1, 2008. Our General Partner estimated that this change
      will result in a decrease in our depreciation and amortization expense of
      approximately $1,243,000 annually, or approximately $1.69 per limited
      partnership unit.  The
      decrease in interest expense was primarily due to our repayment of the
      outstanding debt balance related to the two Boeing aircraft sold during July
      2005. The decrease of both management fees - General Partner and administrative
      expense reimbursements - General Partner is due to our General Partner’s
      decision, effective April 1, 2006, to waive all future management fees and
      administrative expense reimbursements.





*Net
      Income*





As
      a
      result of the foregoing factors, the net income for 2006 was $3,216,757 as
      compared to $1,287,041 in 2005. The net income per weighted average number
      of
      limited partnership units outstanding for 2006 was $4.33, as compared to net
      income per weighted average number of limited partnership units outstanding
      for
      2005 of $1.72.





**Results
      of Operations for the Years Ended December 31, 2005 (“2005”) and 2004
      (“2004”)**





Revenue
      for 2005 and 2004 are summarized as follows:





Years
                Ended December 31,2005
            
            2004
            
            ChangeTotal
                revenue
            
            $
            16,488,628
            
            $
            7,578,431
            
            $
            8,910,197Rental
                income
            
            
            8,199,521
            
            
            4,853,982
            
            
            3,345,539Finance
                income
            
            
            994,090
            
            
            2,331,181
            
            
            (1,337,091
            )Income
                from investments in joint ventures
            
            
            12,817
            
            
            120,762
            
            
            (107,945
            )Net
                gain on sales of equipment and residual values
            
            
            4,886,943
            
            
            124,206
            
            
            4,762,737Net
                gain (loss) on lease termination
            
            
            630,000
            
            
            (3,420
            )
            
            633,420Realized
                gain on sale of convertible notes
            
            
            1,544,573
            
            
            -
            
            
            1,544,573Interest
                and other income
            
            
            220,684
            
            
            151,720
            
            
            68,964





Total
      revenue for 2005 increased by $8,910,197, or 117.6%, as compared to 2004. The
      increase in total revenue was due primarily to increases in rental income,
      net
      gain on sales of equipment and residual values and the gain from the sales
      of
      convertible notes. Rental income increased primarily as a result of the
      consolidation of ICON Aircraft 46837, which occurred on September 1, 2004.
      Finance income decreased primarily due to the expiration of our lease with
      E*Trade in February 2005 and the sale of the coal handling facility in May
      2005.
      The increase in net gain on sale of equipment was primarily from the gain
      recognized on the sale of coal handling facility to PGE and the sale of
      the


America
      West aircraft offset by the loss incurred from our sale of the modular furniture
      on lease to E*Trade. The increase in net gain on lease termination resulted
      from
      the sale of the two Boeing aircraft which were on lease to America West and
      an
      early buyout of the lease. The increase in realized gain on sale of convertible
      notes also resulted from the sale of two Boeing aircraft and the subsequent
      pay
      down of the debt which released the securities which were being held as
      collateral to the note.







19






Expenses
      for 2005 and 2004 are summarized as follows:





Years
                Ended December 31,2005
            
            2004
            
            ChangeTotal
                expenses
            
            $
            15,201,587
            
            $
            11,099,784
            
            $
            4,101,803Impairment
                loss
            
            
            5,422,609
            
            
            3,529,480
            
            
            1,893,129Depreciation
                and amortization
            
            
            7,574,950
            
            
            4,592,730
            
            
            2,982,220Interest
            
            
            1,383,131
            
            
            1,955,361
            
            
            (572,230
            )Management
                fees - General Partner
            
            
            508,938
            
            
            538,159
            
            
            (29,221
            )Administrative
                expense reimbursements - General Partner
            
            
            355,541
            
            
            301,704
            
            
            53,837General
                and administrative
            
            
            328,397
            
            
            271,914
            
            
            56,483Reversal
                of bad debt expense
            
            
            (125,842
            )
            
            (102,879
            )
            
            (22,963
            )Minority
                interest
            
            
            (246,137
            )
            
            13,315
            
            
            (259,452
            )





Total
      expenses for 2005 increased by $4,101,803, or 37.0%, compared to 2004. The
      increase in depreciation expense was due principally to the consolidation of
      a
      joint venture, ICON Aircraft 46837, on September 1, 2004. The decrease in
      interest expense was primarily due to our repayment of the America West debt
      as
      part of the sale of the two Boeing aircraft and the repayment of the debt held
      on the coal handling facility during 2005. During 2005, we incurred an
      impairment loss on our aircraft rotables, both America West aircraft and on
      our
      aircraft on lease to FedEx of approximately $5,423,000 to more closely
      approximate the current fair market value of this equipment. During 2004, our
      General Partner determined that the aircraft rotables and both America West
      aircraft were also impaired for approximately $3,529,000.





*Net
      Income (Loss)*





As
      a
      result of the foregoing factors, the net income for 2005 was $1,287,041 as
      compared to a net loss for 2004 of $(3,521,353). The net income per weighted
      average number of limited partnership units outstanding for 2005 was $1.72,
      as
      compared to a net loss per weighted average number of limited partnership units
      outstanding for 2004 of $4.71.





**Liquidity
      and Capital Resources**




*Sources
      and Uses of Cash*





At
      December 31, 2006 and 2005, we had cash and cash equivalents of $182,901 and
      $1,419,446, respectively. During our offering period our main source of cash
      was
      from financing activities and during our reinvestment period our main source
      of
      cash has been from investing activities, which we expect to continue during
      the
      liqiudation period. During our offering our main use of cash was from investing
      activities and during our reinvestment period our main use of cash has been
      from
      financing activities, which we anticipate will continue during the liqiudation
      period.





*Operating
      Activities*





During
      2006, our main source from operating activities was the collection of finance
      income of approximately $2,400,000 of which approximately $1,608,000 was from
      our finance lease with Playcore and approximately $792,000 was from our finance
      lease with Regus Business Centre Corp. (“Regus”). Our finance lease with Regus
      expired on February 28, 2007. We had approximately $1,683,000 of net cash
      provided by operating activities.






20





*Investing
      Activities*





During
      2006, we continue to move through our liqiudation period, which results in
      less
      investing activities, as represented by our significant decrease in our sales
      proceeds offset by an increase in distributions from joint ventures. This
      increase relates to the reinvestment, during 2005, of the sales proceeds from
      the same year. During 2006, we received approximately $505,000 in distributions
      from our joint ventures of which approximately $497,000 was from our investment
      in ICON Global Crossing. During 2005, we received approximately $25,144,000
      from
      the sales of equipment and residual values. In 2005, we had a one-time increase
      in cash of approximately $1,545,000 and $630,000 from our sale of convertible
      notes and lease terminations, respectively. During 2006, we did not use any
      cash
      for investing activities. During 2005, we used cash of approximately $2,000,000
      to invest in a joint venture, ICON Global Crossing, and approximately $4,040,000
      of cash to invest in a finance lease, Playcore. We expect to see an increase
      in
      cash provided by investing activity due to sales of assets.





*Financing
      Activities*





The
      liquidation period calls for repaying debt and obligations in order to
      eventually settle the fund. In 2006, we received net advances of $145,000 from
      our General Partner to facilitate operating activities. During the year ended
      December 31, 2005, we repaid approximately $11,660,000 of non-recourse debt
      from
      the sales of the related assets. During 2005, we also repaid the entire
      outstanding balance of approximately $5,400,000 related to our recourse debt.
      We
      paid distributions to our partners during 2006 and 2005 of approximately
      $3,532,000 and $4,017,000, respectively. We expect financing cash uses in the
      future to increase due to the repayment of debt and partner distributions.





*Financings
      and Borrowings*





We
      have
      non-recourse debt obligations which are being paid directly to the lenders
      by
      the lessees and accrue interest at rates ranging from 4.0% per year to 7.89%
      per
      year. In
      March
      2007, approximately $2,660,000 of our non-recourse debt associated with our
      FedEx aircraft matures and in January 2008, approximately $4,314,000 of our
      non-recourse debt associated with our BP p.l.c lease matures. The
      outstanding balance of our non-recourse debt at December 31, 2006 and 2005
      was
      $6,618,975 and $12,701,548, respectively.





Our
      General Partner believes that with the cash we have currently available, cash
      being generated from our leases, cash distributions from our joint ventures
      and
      proceeds from equipment sales, we have sufficient cash to continue our
      operations into the foreseeable future. However, our ability to generate cash
      in
      the future is subject to general economic, financial, competitive, regulatory
      and other factors that affect our lessee’s business that are beyond our control.
      See “Item 1A. Risk Factors.”





*Distributions*





We
      pay
      monthly distributions to our partners beginning with
      their admission to the Partnership through the termination of the reinvestment
      period ,
      which
      was December 20, 2005. For the years ended December 31, 2006, 2005 and 2004, we
      paid distributions to our limited partners totaling $3,496,273, $3,976,340
      and
      $3,924,505, respectively. For the years ended December 31, 2006, 2005 and 2004,
      we paid distributions to our General Partner totaling $35,328, $40,165 and
      $40,221, respectively.






21








**Contractual
      Obligations and Commitments**





At
      December 31, 2006, we are party to non-recourse debt. The
      lenders have security interests in equipment relating to the non-recourse debt
      and the accrued interest relating to the debt and an assignment of the rental
      payments under the leases. If the lessee were to default on the non-recourse
      debt and interest, the equipment would be returned to the lender in
      extinguishment of the non-recourse debt. Principal maturities of our notes payable and accrued interest consist of the
      following at December 31, 2006:





Less
                Than 1
            
            1
                -
                3
            
            4 -
                5
            
            More
                Than 5Total
            
            Year
            
            Years
            
            Years
            
            YearsNon-recourse
                debt
            
            $
            6,618,975
            
            $
            2,904,301
            
            $
            3,714,674
            
            $
            -
            
            $
            -Non-recourse
                interest
            
            
            354,914
            
            
            324,803
            
            
            30,111
            
            
            -
            
            
            -$
            6,973,889
            
            $
            3,229,104
            
            $
            3,744,785
            
            $
            -
            
            $
            -





**Off-Balance
      Sheet Transactions**





None.





**Inflation
      and Interest Rates**





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





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




**Item
      7A. Qualitative and Quantitative Disclosures About Market
      Risk** ****





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





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





We
      manage
      our exposure to equipment and residual risk by monitoring the markets our leased
      equipment is in and maximizing remarketing proceeds through the re-lease or
      sale
      of our equipment.








22







**Item
      8. Consolidated Financial Statements and Supplementary
      Data**








PageReport
                of Independent Registered Public Accounting Firm
            24Consolidated
                Balance Sheets at December 31, 2006 and
                2005
            25Consolidated
                Statements of Operations for the Years Ended
                December 31, 2006, 2005
              and
                2004
            26Consolidated
                Statement of Changes in Partners’ Equity for
                the Years Ended
              December
                31, 2004, 2005 and 2006
            27Consolidated
                Statements of Cash Flows for the Years Ended
                December 31, 2006, 2005
              and
                2004
            28Notes
                to Consolidated Financial
                Statements
            30






23







The
      Partners


ICON
      Income Fund Eight A L.P.








**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




We
      have
      audited the accompanying consolidated balance sheets of ICON Income Fund Eight
      A
      L.P. (a Delaware limited partnership) and subsidiaries as of December 31, 2006
      and 2005 and the related consolidated statements of operations, changes in
      partners’ equity, and cash flows for each of the three years in the period ended
      December 31, 2006. Our audits also included the financial statement schedule
      listed in the index at Item 15(a)(2) of Form 10-K. These consolidated financial
      statements and schedule are the responsibility of the Partnership’s management.
      Our responsibility is to express an opinion on these consolidated financial
      statements and schedule based on our audits.






We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Partnership is not required
      to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Partnership's internal control over
      financial reporting. Accordingly, we express no such opinion. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.






In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of ICON Income Fund Eight
      A
      L.P. and subsidiaries as of December 31, 2006 and 2005, and the
      results of their operations and their cash flows for each of the three years
      in
      the period ended December 31, 2006, in conformity with accounting principles
      generally accepted in the United States of America. Also, in our opinion, the
      related financial statement schedule, when considered in relation to the basic
      consolidated financial statements taken as a whole, presents fairly in all
      material respects the information set forth therein.




As
      discussed in Note 1, the Partnership's reinvestment period ended on December
      20,
      2005 and its liquidation period commenced. During the liquidation period the
      Partnership intends to distribute substantially all distributable cash from
      operations and equipment sales to the partners and begin the orderly termination
      of its operations and affairs.








/s/
      Hays
& Company LLP





March
      28,
      2007


New
      York,
      New York








24







ICON
                Income Fund Eight A L.P.(A
                Delaware Limited Partnership)Consolidated
                Balance SheetsDecember
                31,ASSETS2006
            
            2005Cash
                and cash equivalents
            
            $
            182,901
            
            $
            1,419,446Investments
                in finance leases:Minimum
                rents receivable
            
            
            3,278,319
            
            
            5,696,391Estimated
                unguaranteed residual values
            
            
            200,000
            
            
            200,000Initial
                direct costs, net
            
            
            92,544
            
            
            138,816Unearned
                income
            
            
            (450,161
            )
            
            (1,095,644
            )Net
                investments in finance leases
            
            
            3,120,702
            
            
            4,939,563Investments
                in operating leases:Equipment,
                at cost
            
            
            26,521,700
            
            
            26,521,700Accumulated
                depreciation
            
            
            (14,392,245
            )
            
            (11,412,469
            )Net
                investments in operating leases
            
            
            12,129,455
            
            
            15,109,231Investments
                in joint ventures
            
            
            3,718,407
            
            
            4,004,228Equipment
                held for sale, net
            
            
            44,933
            
            
            323,001Other
                assets, net
            
            
            1,721,706
            
            
            805,465Total
                assets
            
            $
            20,918,104
            
            $
            26,600,934








LIABILITIES
                AND PARTNERS' EQUITYLiabilities:Notes
                payable - non-recourse
            
            $
            6,618,975
            
            $
            12,436,977Accrued
                interest payable - non recourse
            
            
            354,914
            
            
            264,571Accounts
                payable and accrued expenses
            
            
            239,301
            
            
            376,301Due
                to General Partner
            
            
            518,986
            
            
            253,662Minority
                interest
            
            
            418,241
            
            
            109,682Total
                liabilities
            
            
            8,150,417
            
            
            13,441,193Commitments
                and contigenciesPartners'
                equity:General
                Partner
            
            
            (520,288
            )
            
            (517,128
            )Limited
                Partners (735,232 and 736,882 units outstanding,$100
                per unit original issue price)
            
            
            13,287,975
            
            
            13,676,869Total
                partners' equity
            
            
            12,767,687
            
            
            13,159,741Total
                liabilities and partners' equity
            
            $
            20,918,104
            
            $
            26,600,934






See
        accompanying notes to consolidated financial statements


25





ICON
                Income Fund Eight A L.P.(A
                Delaware Limited Partnership)Consolidated
                Statements of OperationsYears
                Ended December 31,2006
            
            2005
            
            2004Revenue:Rental
                income
            
            $
            7,236,254
            
            $
            8,199,521
            
            $
            4,853,982Finance
                income
            
            
            645,483
            
            
            994,090
            
            
            2,331,181Income
                from investments in joint ventures
            
            
            219,075
            
            
            12,817
            
            
            120,762Net
                gain on sales of equipment and residual values
            
            
            19,650
            
            
            4,886,943
            
            
            124,206Net
                gain (loss) on lease termination
            
            
            -
            
            
            630,000
            
            
            (3,420
            )Realized
                gain on sale of convertible notes
            
            
            -
            
            
            1,544,573
            
            
            -Interest
                and other income
            
            
            27,549
            
            
            220,684
            
            
            151,720Total
                revenue
            
            
            8,148,011
            
            
            16,488,628
            
            
            7,578,431Expenses:Impairment
                loss
            
            
            257,440
            
            
            5,422,609
            
            
            3,529,480Depreciation
                and amortization
            
            
            3,033,905
            
            
            7,574,950
            
            
            4,592,730Interest
            
            
            548,436
            
            
            1,383,131
            
            
            1,955,361Management
                fees - General Partner
            
            
            174,711
            
            
            508,938
            
            
            538,159Administrative
                expense reimbursements - General Partner
            
            
            139,079
            
            
            355,541
            
            
            301,704General
                and administrative
            
            
            469,124
            
            
            328,397
            
            
            271,914Reversal
                of bad debt expense
            
            
            -
            
            
            (125,842
            )
            
            (102,879
            )Minority
                interest
            
            
            308,559
            
            
            (246,137
            )
            
            13,315Total
                expenses
            
            
            4,931,254
            
            
            15,201,587
            
            
            11,099,784Net
                income (loss)
            
            $
            3,216,757
            
            $
            1,287,041
            
            $
            (3,521,353
            )Net
                income (loss) allocable to:Limited
                Partners
            
            $
            3,184,589
            
            $
            1,274,171
            
            $
            (3,486,139
            )General
                Partner
            
            
            32,168
            
            
            12,870
            
            
            (35,214
            )$
            3,216,757
            
            $
            1,287,041
            
            $
            (3,521,353
            )Weighted
                average number of limited partnershipunits
                outstanding
            
            
            735,351
            
            
            738,991
            
            
            739,966Net
                income (loss) per weighted averagelimited
                partnership unit
            
            $
            4.33
            
            $
            1.72
            
            $
            (4.71
            )






See
        accompanying notes to consolidated financial statements


26





ICON
                Income Fund Eight A L.P.(A
                Delaware Limited Partnership)Statement
                of Changes in Partners' EquityYears
                Ended December 31, 2004, 2005 and 2006Limited
            
            
            
            
            
            AccumulatedPartnership
            
            
            
            
            
            Other
            
            TotalUnits
            
            Limited
            
            General
            
            Comprehensive
            
            Partners'Outstanding
            
            Partners
            
            Partner
            
            Income
            
            EquityBalance,
                January 1, 2004
            
            
            742,308
            
            $
            24,019,341
            
            $
            (414,398
            )
            $
            -
            
            $
            23,604,943Limited
                partnership units redeemed
            
            
            (2,793
            )
            
            (135,886
            )
            
            -
            
            
            -
            
            
            (135,886
            )Cash
                distributions to partners
            
            
            -
            
            
            (3,924,505
            )
            
            (40,221
            )
            
            -
            
            
            (3,964,726
            )Unrealized
                gain on valuation of convertible notes
            
            
            -
            
            
            -
            
            
            -
            
            
            625,000
            
            
            625,000Net
                loss
            
            
            -
            
            
            (3,486,139
            )
            
            (35,214
            )
            
            -
            
            
            (3,521,353
            )Balance,
                December 31, 2004
            
            
            739,515
            
            
            16,472,811
            
            
            (489,833
            )
            
            625,000
            
            
            16,607,978Limited
                partnership units redeemed
            
            
            (2,633
            )
            
            (93,773
            )
            
            -
            
            
            -
            
            
            (93,773
            )Cash
                distributions to partners
            
            
            -
            
            
            (3,976,340
            )
            
            (40,165
            )
            
            -
            
            
            (4,016,505
            )Realized
                gain on sale of convertible notes
            
            
            -
            
            
            -
            
            
            -
            
            
            (625,000
            )
            
            (625,000
            )Net
                income
            
            
            -
            
            
            1,274,171
            
            
            12,870
            
            
            -
            
            
            1,287,041Balance,
                December 31, 2005
            
            
            736,882
            
            
            13,676,869
            
            
            (517,128
            )
            
            -
            
            
            13,159,741Limited
                partnership units redeemed
            
            
            (1,650
            )
            
            (77,210
            )
            
            -
            
            
            -
            
            
            (77,210
            )Cash
                distributions to partners
            
            
            -
            
            
            (3,496,273
            )
            
            (35,328
            )
            
            -
            
            
            (3,531,601
            )Net
                income
            
            
            -
            
            
            3,184,589
            
            
            32,168
            
            
            -
            
            
            3,216,757Balance,
                December 31, 2006
            
            
            735,232
            
            $
            13,287,975
            
            $
            (520,288
            )
            $
            -
            
            $
            12,767,687







See
        accompanying notes to consolidated financial statements
 27








ICON
                Income Fund Eight A L.P.(A
                Delaware Limited Partnership)Consolidated
                Statements of Cash FlowsYears
                Ended December 31,2006
            
            2005
            
            2004Cash
                flows from operating activities:Net
                income (loss)
            
            $
            3,216,757
            
            $
            1,287,041
            
            $
            (3,521,353
            )Adjustments
                to reconcile net income (loss) to net cashprovided
                by (used in) operating activities:Rental
                income paid directly to lenders by lessees
            
            
            (7,236,254
            )
            
            (8,199,521
            )
            
            (4,131,697
            )Finance
                income paid directly to lenders by lessees
            
            
            (645,483
            )
            
            (994,090
            )
            
            (2,331,181
            )Income
                from investments in joint ventures
            
            
            (219,075
            )
            
            (12,817
            )
            
            (120,762
            )Net
                gain on sales of equipment and residual values
            
            
            (19,650
            )
            
            (4,886,943
            )
            
            (124,206
            )Net
                (gain) loss on lease termination
            
            
            -
            
            
            (630,000
            )
            
            3,420Realized
                gain on sale of convertible notes
            
            
            -
            
            
            (1,544,573
            )
            
            -Impairment
                loss
            
            
            257,440
            
            
            5,422,609
            
            
            3,529,480Depreciation
                and amortization
            
            
            3,033,905
            
            
            7,574,950
            
            
            4,592,730Interest
                expense on non-recourse financing paid directlyto
                lenders by lessees
            
            
            548,436
            
            
            1,245,414
            
            
            1,542,589Reversal
                of bad debt expense
            
            
            -
            
            
            (125,842
            )
            
            (102,879
            )Minority
                interest
            
            
            308,559
            
            
            (246,137
            )
            
            13,315Changes
                in operating assets and liabilities:Collection
                of principal - non-financed receivables
            
            
            2,418,072
            
            
            796,897
            
            
            747,763Other
                assets
            
            
            36,061
            
            
            (1,220
            )
            
            (68,695
            )Accounts
                payable and accrued expenses
            
            
            (137,000
            )
            
            350,913
            
            
            (579,875
            )Due
                to General Partner and affiliates, net
            
            
            120,324
            
            
            (32,999
            )
            
            157,299Deferred
                rental income
            
            
            -
            
            
            -
            
            
            (607,050
            )Net
                cash provided by (used in) operating activities:
            
            
            1,682,092
            
            
            3,682
            
            
            (1,001,102
            )Cash
                flows from investing activities:Investment
                in operating leases
            
            
            -
            
            
            (133,393
            )
            
            (3,946,759
            )Investment
                in finance leases
            
            
            -
            
            
            (4,040,000
            )
            
            -Proceeds
                from sales of equipment and unguaranteed residual values
            
            
            40,278
            
            
            25,143,779
            
            
            1,399,561Proceeds
                from lease termination
            
            
            -
            
            
            630,000
            
            
            -Proceeds
                from the sale of convertible notes
            
            
            -
            
            
            1,544,573
            
            
            -Loans
                and advances to affiliates
            
            
            -
            
            
            -
            
            
            (265,000
            )Distributions
                to minority interest in joint ventures
            
            
            -
            
            
            (68,308
            )
            
            (72,812
            )Contributions
                made to joint ventures
            
            
            -
            
            
            (2,000,000
            )
            
            (11,540
            )Distributions
                received from joint ventures
            
            
            504,896
            
            
            16,001
            
            
            649,661Net
                cash provided by (used in) investing activities:
            
            
            545,174
            
            
            21,092,652
            
            
            (2,246,889
            )Cash
                flows from financing activities:Proceeds
                from note payable - non-recourse
            
            
            -
            
            
            -
            
            
            11,193,368Proceeds
                from note payable - recourse
            
            
            -
            
            
            775,000
            
            
            6,015,000Repayments
                of notes payable - non-recourse
            
            
            -
            
            
            (11,659,805
            )
            
            (3,619,124
            )Repayments
                of notes payable - recourse
            
            
            -
            
            
            (5,400,000
            )
            
            (5,574,547
            )Advances
                from General Partner, net
            
            
            145,000
            
            
            -
            
            
            -Cash
                distributions to partners
            
            
            (3,531,601
            )
            
            (4,016,505
            )
            
            (3,964,726
            )Redemption
                of limited partner units
            
            
            (77,210
            )
            
            (93,773
            )
            
            (135,886
            )Net
                cash (used in) provided by financing activities:
            
            
            (3,463,811
            )
            
            (20,395,083
            )
            
            3,914,085Net
                (decrease) increase in cash and cash equivalents
            
            
            (1,236,545
            )
            
            701,251
            
            
            666,094Cash
                and cash equivalents, beginning of the year
            
            
            1,419,446
            
            
            718,195
            
            
            52,101Cash
                and cash equivalents, end of the year
            
            $
            182,901
            
            $
            1,419,446
            
            $
            718,195




See
        accompanying notes to consolidated financial statements


28








ICON
                Income Fund Eight A L.P.(A
                Delaware Limited Partnership)Consolidated
                Statements of Cash FlowsYears
                Ended December 31,2006
            
            2005
            
            2004Supplemental
                disclosure of cash flow information:Cash
                paid during the period for interest
            
            $
            -
            
            $
            140,309
            
            $
            412,872Supplemental
                disclosure of non-cash investing and financing activities:Principal
                and interest paid directly to lenders by lessees
            
            $
            6,276,095
            
            $
            10,527,945
            
            $
            9,600,944Non-recourse
                debt acquired through majority ownership ofa
                previously minority owned joint venture
            
            $
            -
            
            $
            -
            
            $
            15,216,101Investment
                in operating lease acquired through majority ownershipof
                a previously minority owned joint venture
            
            $
            -
            
            $
            -
            
            $
            20,700,354Transfer
                of investment in residual values to investment inoperating
                leases
            
            $
            -
            
            $
            -
            
            $
            8,034,770Joint
                venture interests acquired from affiliate in exchangefor
                amounts owed
            
            $
            -
            
            $
            -
            
            $
            265,000







See
      accompanying notes to consolidated financial statements


29




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004


(1)  Organization





ICON
      Income Fund Eight A L.P. (the "Partnership") was formed on July 9, 1997 as
      a
      Delaware limited partnership. The
      Partnership is engaged in one business segment, the business of acquiring
      equipment subject to lease, and to a lesser degree, aquiring ownership rights
      to
      items of leased equipment at lease expiration. The Partnership will continue
      until December 31, 2017, unless terminated sooner.





The
      Partnership’s principal investment objective is to obtain the maximum economic
      return from its investments for the benefit of its partners. To achieve this
      objective the Partnership: (i) acquired a diversified portfolio of equipment
      leases and financing transactions; (ii) made monthly cash distributions to
      its
      partners commencing with each partner's admission through the reinvestment
      period, which ended on December 20, 2005, (iii) re-invested substantially all
      undistributed cash from operations and cash from sales of equipment and
      financing transactions during the reinvestment period; and (iv) during the
      liquidation period, is disposing of its investments and distributing the excess
      cash from sales of such investments to its partners.





The
      Partnership’s reinvestment period ended December 20, 2005 and the Partnership
      commenced its liquidation period. During the liquidation period the Partnership
      is distributing substantially all distributable cash from operations and
      equipment sales to the partners and will continue the orderly termination of
      its
      operations and affairs. The Partnership will not invest in any additional
      finance or lease transactions during the liquidation period.





The
      General Partner of the Partnership is ICON Capital Corp. (the "General
      Partner"), a Connecticut corporation. The General Partner manages and controls
      the business affairs, including, but not limited to, the Partnership's equipment
      leases and financing transactions under the terms of the Partnership's limited
      partnership 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 12,000 limited partnership units representing $1,200,000 of capital
      contributions. Between October 15, 1998 and May 17, 2000, the final closing
      date, 737,965 additional limited partnership units were sold representing
      $73,796,504 of capital contributions bringing the total admission to 749,965
      limited partnership units sold representing $74,996,504 of capital
      contributions. Between October 15, 1998 and December 31, 2006, the Partnership
      redeemed 14,733 limited partnership units leaving 735,232 limited partnership
      units outstanding at December 31, 2006.





The
      Partnership invested most of the net proceeds from its offering in items of
      equipment that were subject to a lease. After the net offering proceeds were
      invested, additional investments were made with the cash generated from the
      Partnership’s initial investments to the extent that cash was not needed for
      expenses, reserves and distributions to partners. The investment in additional
      equipment in this manner is called “reinvestment.” The Partnership purchased
      equipment from time to time until five years from the date the offering was
      completed. This time frame is called the “reinvestment period,” which ended on
      December 20, 2005. After the reinvestment period, the Partnership began selling
      its assets in the ordinary course of business during a time frame called the
      “liquidation period.”







30




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004





(1)  Organization
      - continued





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 received cash distributions and liquidation
      proceeds sufficient to reduce their adjusted capital contribution account to
      zero and receive, in addition, other distributions and allocations that would
      provide an 8% per annum cumulative return on their outstanding adjusted capital
      contribution account. After such time, distributions will be allocated 90%
      to
      the limited partners and 10% to the General Partner.





(2)  Summary
      of Significant Accounting Policies





Basis
      of
      Presentation





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 on financial and operational matters, generally
      greater than 5% and less than 50% 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 distributions are recorded as revenue. All of the
      Partnership’s investments in joint ventures are subject to its impairment review
      policies.





In
      joint
      ventures where the Partnership’s ownership 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 when purchased.





Allowance
      for Doubtful Accounts




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








31




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004





(2)  Summary
      of Significant Accounting Policies - continued





Investments
      in Operating Leases





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





Asset
      Impairments





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





The
      events or changes in circumstances which generally indicate that an asset may
      be
      impaired are (i) the estimated fair value of the underlying equipment is less
      than its carrying value or (ii) the lessee is experiencing financial
      difficulties and it does not appear likely that the estimated proceeds from
      the
      disposition of the asset will be sufficient to satisfy the Partnership’s
      residual position in the asset and, if applicable, the remaining obligation
      to
      the non-recourse lender. 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 position until the non-recourse note
      payable is repaid in full.




Equipment
      Held for Sale or Lease





Equipment
      held for sale or lease is recorded at the lower of cost or estimated fair value
      less anticipated costs to sell and consists of equipment previously leased
      to
      end users which has been returned to the Partnership following lease expiration.





Convertible
      Notes Receivable





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







32




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004




(2)  Summary
      of Significant Accounting Policies - continued





Redemption
      of Limited Partnership Units





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





Per
      Unit
      Data





Net
      income (loss) per limited partnership unit are based upon the weighted
      average number of limited partnership units outstanding during the
      year.





Revenue
      Recognition





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





For
      finance leases, the Partnership records, at lease inception, the total minimum
      lease payments receivable from the lessee, the estimated unguaranteed residual
      value of the equipment at lease termination, the initial direct costs related
      to
      the lease and the related unearned income. Unearned income represents the
      difference between the sum of the minimum lease payments receivable plus the
      estimated unguaranteed residual 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 the straight line method over
      the lease term. Billed and uncollected operating lease receivables are included
      in other assets. Deferred income is the difference between the timing of the
      cash payments and the revenue recognized on a straight line basis.





Income
      Taxes





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








33




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004





(2)
      Summary of Significant Accounting Policies - continued





Use
      of
      Estimates





The
      preparation of consolidated financial statements in conformity with accounting
      principles generally accepted in the United States of America (“GAAP”) requires
      the General Partner to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and 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 allowance for doubtful accounts,
      depreciation and amortization, residual values and impairments. Actual results
      could differ from those estimates.





Recent
      Accounting Pronouncements





In
      April
      2006, the Financial Accounting Standards Board (“FASB”) issued Statement of
      Financial Accounting Standards (“SFAS”) No. 155, “Accounting for Certain
      Financial Instruments” (“SFAS 155”), amendment to SFAS 133 and SFAS 140. SFAS
      155 addresses
      what had been characterized as a temporary exemption from the application of
      the
      bifurcation requirements of SFAS 133 to beneficial interests in securitized
      financial assets. The
      adoption of SFAS 155 did not have any impact on the Partnership’s consolidated
      financial statements.





In
      September 2006, the FASB issued SFAS No. 157 “Accounting
      for Fair Value Measurements” (“SFAS 157”) .
      SFAS
      157 establishes a separate framework for determining fair values of assets
      and
      liabilities that are required by other authoritative GAAP pronouncements to
      be
      measured at fair value. In addition, SFAS 157 incorporates and clarifies the
      guidance in FASB Concepts Statement No. 7 regarding the use of present value
      techniques in measuring fair value. SFAS 157 is effective for financial
      statements of fiscal years beginning after November 15, 2007. The General
      Partner is currently evaluating the impact of this pronouncement, but does
      not
      currently believe it will have a material impact on the Partnership’s
      consolidated financial statements.





In
      September 2006, the SEC staff issued Staff Accounting Bulletin
      No. 108, “Considering the Effects of Prior Year Misstatements when
      Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB
      108 expresses the views of the SEC staff regarding the process of quantifying
      the materiality of financial misstatements. SAB 108 requires both the balance
      sheet and income statement approaches be used when quantifying the materiality
      of misstated amounts. In addition, SAB 108 contains guidance on correcting
      errors under the dual approach and provides transition guidance for correcting
      errors existing in prior years. SAB 108 is effective for the fiscal years ending
      after November 15, 2006. The adoption of SAB 108 did not have an impact on
      the
      Partnership’s consolidated financial statements.





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





Reclassifications





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







34




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004


(3)  Investments
      in Finance Leases





The
      Partnership has an investment in a finance lease with Regus Business Center
      Corp. ("Regus"), who has leased office, telecommunications and computer
      equipment from the Partnership under a direct finance lease since August 2000. Regus
      filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy
      Code on January 14, 2003. The Partnership had been negotiating an amended lease
      with Regus which was approved when Regus emerged from bankruptcy protection.
      Under the revised lease, Regus commenced making payments at a reduced rental
      rate, with an extension for 48 months, effective from March 15, 2003. At
      December 31, 2006, Regus was current on its payments under the revised lease.
      On
      February 28, 2007, the lease expired and Regus purchased the equipment for
      $1 as
      provided for under the revised lease.





Due
      to
      Regus’s history of timely payments subsequent to emerging from bankruptcy, the
      General Partner determined that the allowance for doubtful accounts recorded
      during prior years was no longer required and reversed $125,842 and $102,879,
      during the years ended December 31, 2005 and 2004, respectively.





On
      December 16, 2005, the Partnership entered into an agreement to invest
      $4,040,000, in cash, to acquire certain manufacturing equipment owned by
      Playcore Wisconsin, Inc. (“Playcore”). The Partnership entered into a lease
      agreement with Playcore with a base term of three years that commenced on
      January 1, 2006. This lease has been accounted for as a direct finance lease.
      At
      lease termination, Playcore has several options: to extend the lease for its
      then in-place fair market value, purchase all of the equipment at an agreed
      upon
      price or return all the equipment to the Partnership. The Partnership paid
      an
      acquisition fee to its General Partner of $121,200 relating to the purchase
      of
      this equipment.





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





Year
                EndingDecember
                31,2007
            
            $
            1,670,3192008
            
            $
            1,608,000







Investments
      in Operating  Leases




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





2006
            
            2005Aircraft
                and aircraft related equipment
            
            $
            18,486,930
            
            $
            18,486,930Petrochemical
                tug and barge
            
            
            8,034,770
            
            
            8,034,77026,521,700
            
            
            26,521,700Accumulated
                depreciation
            
            
            (14,392,245
            )
            
            (11,412,469
            )$
            12,129,455
            
            $
            15,109,231







35




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004


Investments
        in Operating  Leases - continued


Non-cancelable
      minimum annual rentals due from investments operating leases are as follows
      at
      December 31, 2006:





Year
                EndingDecember
                31,2007
            
            $
            3,584,0182008
            
            $
            445,970








Aircraft
      and Aircraft Related Equipment





On
      March
      31, 2004, the Partnership along with ICON Income Fund Ten, LLC ("Fund Ten"),
      an
      entity also managed by the General Partner, formed a joint venture, ICON
      Aircraft 46837, LLC ("Aircraft 46837"), for the purpose of acquiring a 1979
      McDonnell Douglas DC-10-30F aircraft on lease to Federal Express Corporation
      ("FedEx"), which lease expires on March 31, 2007. The Partnership initially
      acquired a 28.6% interest in this joint venture for a total cash contribution
      of
      approximately $1,100,000. The Partnership capitalized legal and other costs
      of
      approximately $239,000 as part of the cost of the investment.





The
      Partnership had an option to acquire an additional 61.4% interest in Aircraft
      46837 from Fund Ten. The cost of the option was approximately $420,000, which
      included $10,000 paid to Fund Ten and approximately $410,000 paid to the General
      Partner as an acquisition fee. During the third quarter of 2004, the option
      was
      exercised and Fund Ten sold 61.4% of its interest in Aircraft 46837 to the
      Partnership giving the Partnership a 90% interest. Fund Ten received
      approximately $2,297,000 for the 61.4% interest. The Partnership consolidates
      Aircraft 46837's balance sheets at December 31, 2006 and 2005 and the results
      of
      its operations and cash flows for the years ended December 31, 2006 and 2005,
      and for the period from July 1, 2004 through December 31, 2004.





The
      aircraft is subject to non-recourse debt that accrues interest at 4.0% per
      year
      and matures in March 2007. The lender has a security interest in the aircraft
      and an assignment of the rental payments under the lease with FedEx. The
      outstanding balance of the non-recourse debt secured by this aircraft at
      December 31, 2006 and 2005 was $2,660,814 and $7,834,633,
      respectively.





On
      September 21, 2006, FedEx provided Aircraft 46837 its irrevocable notice to
      purchase the aircraft. Pursuant to the lease, Aircraft 46837 had twenty days
      to
      agree with FedEx on the fair value of the aircraft. The lease further provides
      that if the parties do not agree within that time period, then they have ten
      days to appoint a mutually acceptable appraiser. If the parties could not agree
      on an appraiser, the lease provided that the fair value would be determined
      by
      independent appraisers, one selected by the General Partner and one selected
      by
      FedEx. Moreover, the lease provided that if those appraisers could not agree
      on
      the fair value, the two appraisers would appoint a third nationally recognized
      independent aircraft appraiser.





Aircraft
      46837 selected a nationally recognized appraiser and received an appraisal
      value
      for the aircraft of $7,300,000. In addition, the General Partner commissioned
      an
      additional nationally recognized appraiser to conduct an appraisal on the
      aircraft who appraised the aircraft at $6,700,000.





The
      appraiser selected by FedEx, however, valued the aircraft at only $4,400,000
      which was significantly lower than the General Partner’s two appraisals and much
      lower than all publicly available published values for this type of
      aircraft.








36




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004





(4)  Investments in Operating Leases - continued





When
      the
      appraisers chosen by the General Partner and FedEx could not agree on the fair
      value, they selected a third appraiser. Although FedEx did not initially agree
      to this appraiser, it ultimately did so, but only after substantial delay.
      In
      February 2007, FedEx finally agreed to allow the process to proceed with the
      third appraiser and on February 23, 2007, the third appraiser was retained
      by
      the parties.





On
      March
      2, 2007, Aircraft 46837 was notified that the third appraiser valued the
      aircraft at what the General Partner believes is an exceedingly low appraisal
      valuing the aircraft at $4,120,000. Pursuant to a formula in the lease, the
      two
      appraisals that are closest in value are to be averaged, which resulted in
      a
      sales price for the aircraft of $4,260,000, resulting in a loss on the sale
      of
      the aircraft of approximately $900,000 which will be recorded by Aircraft 46837
      during the first quarter of 2007.





The
      General Partner has serious concerns about the propriety of the appraisal
      process and has advised FedEx that it believes FedEx improperly interfered
      with
      the process, and thereby negatively impacted the appraised price of the
      aircraft. The General Partner is thoroughly reviewing the facts with its outside
      legal counsel.  On March 30, 2007 Aircraft 46837 sold the aircraft to FedEx
      for $4,260,000.  The final lease payment was paid to the lender, satisfying
      all remaining debt obligations.





The General
      Partner concluded, based upon an independent third party appraisal obtained
      in
      December 2006 that no impairments were required on this aircraft at
      December 31, 2006. At December 31, 2005, the General Partner determined, based
      upon an independent third party appraisal that indicated the aircraft was
      impaired due to a slower than expected recovery in the air transportation
      industry, and recorded an impairment loss of approximately $3,580,000, to more
      closely approximate the adjusted book value to the current fair value of the
      aircraft.





The
      Partnership owned a Boeing 737-2E3A aircraft and a Boeing 737-277 aircraft
      (collectively, the "Aircraft"), each of which had been on lease to America
      West
      Airlines, Inc. ("America West"). On July 12, 2005, America West, in
      consideration for the early return of the Aircraft, prepaid the remaining lease
      payments through the end of the lease terms totaling approximately $630,000,
      along with return costs totaling approximately $2,380,000. The return costs
      were
      paid to the Partnership as consideration for the Aircraft being returned in
      inadequate condition. Simultaneously with the receipt of the lease payments
      and
      return costs from America West, the Partnership sold the Aircraft to an
      unaffiliated third party, for the aggregate purchase price of approximately
      $1,000,000. The amounts received for the lease payments, return costs and the
      purchase price for the Aircraft were used to repay, in full, the outstanding
      debt balance owed to the lender. During the quarter ended June 30, 2005, the
      Partnership recognized an impairment loss of approximately $685,000 relating
      to
      the sale of the Aircraft.





Coal
      Handling Facility





The
      Partnership, along with ICON Cash Flow Partners L.P. Six ("L.P. Six"), an entity
      also managed by the General Partner, had interests of 99.4975% and 0.5025%,
      respectively, in ICON/Boardman Facility LLC ("ICON BF"). ICON BF owned a coal
      handling facility on lease with Portland General Electric ("PGE"), a utility
      company in Portland, Oregon.





The
      General Partner entered into a Memorandum of Agreement with PGE to sell the
      coal
      handling facility effective May 27, 2005. The sales price was approximately
      $21,250,000. In connection with the sale, ICON BF repaid the remaining
      outstanding balance of the non-recourse debt of approximately $7,650,000,
      netting approximately $13,600,000 in cash. ICON BF realized a gain from this
      transaction of approximately $4,834,000 and subsequently paid approximately
      $68,000 to L.P. Six for its proportionate share of the net
      proceeds.






37




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004


(4)  Investments in Operating Leases - continued




On
      September 24, 2004, ICON Cash Flow Partners L.P. Seven ("L.P. Seven"), an entity
      also managed by the General Partner, assigned its entire 0.5025% interest in
      ICON BF to the Partnership for approximately $65,000, thereby increasing the
      Partnership’s ownership in ICON BF to 99.4975% in order for L.P. Seven to repay
      its outstanding debt obligation to the Partnership pursuant to the terms and
      conditions of a contribution agreement the Partnership entered into with some
      of
      its affiliates in connection with the line of credit agreement we had with
      Comerica Bank. This amount was determined to represent the fair value of
      the L.P. Seven's interest in ICON BF based upon the expected net proceeds from
      the sale of the coal handling facility.





In
      accordance with the agreement dated September 24, 2004 between L.P.Seven and
      the
      Partnership relating to its acquisition of L.P. Seven's 0.5025% interest in
      ICON
      BF, the Partnership paid L.P. Seven approximately $3,000 based upon the
      difference between the estimated sales price used to calculate the fair value
      of
      ICON BF at the time of L.P. Seven's sale to the Partnership and the actual
      sales
      price of this facility.





Petrochemical
      Tug and Barge





At
      December 31, 2005, the General Partner determined that one of the Partnership’s
      assets, a tug boat and barge, on lease to Keystone Great Lakes, Inc., has been
      depreciated to its estimated residual value and therefore, ceased depreciation
      effective January 1, 2006. This assessment was based upon the General Partner’s
      annual review of the Partnership’s assets and its impairment policy. It was
      determined that the net book value of this leased equipment approximates the
      appraised value at lease termination which is January 1, 2008. This change
      in
      estimate is anticipated to result in a decrease in the Partnership’s
      depreciation and amortization of approximately $1,243,000 annually through
      the end of the lease term.





(5)  Investments
      in Joint Ventures





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





ICON
      Global Crossing, LLC





On
      November 17, 2005, the Partnership, along with Fund Ten and ICON Leasing Fund
      Eleven, LLC (“Fund Eleven”), an entity also managed by the General Partner,
      formed ICON Global Crossing, LLC (“ICON Global Crossing”) with original
      interests of 12%, 44% and 44%, respectively, to purchase state-of-the-art
      telecommunications equipment from various vendors. On March 31, 2006, Fund
      Eleven made an additional capital contribution to ICON Global Crossing of
      approximately $7,734,000, which changed the interests of the Partnership, Fund
      Ten and Fund Eleven to 8.0%, 30.6% and 61.4%, 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
      $2,000,000.





38




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004


(5)  Investments
      in Joint Ventures - continued




During
      February and March 2006, ICON Global Crossing purchased approximately
      $22,113,000 of equipment that is subject to a lease with Global Crossing and
      during April 2006 purchased approximately $3,165,000 of additional equipment
      that is subject to a lease with Global Crossing (including initial direct costs
      in the form of legal fees of approximately $157,000). The Partnership paid
      acquisition fees to the General Partner of $60,000. The term of the lease is
      48
      months and the lease commenced on April 1, 2006. The Partnership’s net carrying
      value of ICON Global Crossing is approximately $1,718,000 at December 31,
      2006.





ICON
      Cheyenne LLC





The
      Partnership, along with L.P. Six, L.P. Seven and ICON Income Fund Eight B L.P.
      (“Fund Eight B”), affiliates of the General Partner, formed ICON Cheyenne LLC
      ("ICON Cheyenne") for
      the
      purpose of acquiring and managing a portfolio of equipment leases consisting
      of
      over the road rolling stock, manufacturing equipment and materials handling
      equipment. The original transaction involved acquiring from Cheyenne Leasing
      Company a portfolio of 119 leases, of which 3 remain active at December 31,
      2006. During December 2005, L.P. Six sold its entire interest in ICON Cheyenne
      to Fund Eight B. At
      December 31, 2006, the Partnership, L.P. Seven and Fund Eight B had interests
      of
      1.00%, 1.27% and 97.73%, respectively. The Partnership’s net carrying value of
      ICON Cheyenne is approximately $1,700 at December 31, 2006.





ICON
      Aircraft 24846 LLC





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





The
      aircraft was sold on July 29, 2004 and ICON Aircraft 24846 realized a net loss
      on the sale of approximately $602,000 . The
      General Partner had determined that it was in the best interest of ICON Aircraft
      24846 and its members to sell the Boeing 767-300ER aircraft to BTM Capital
      Corp., the lender, for an amount equal to the then outstanding debt balance.
      The
      decision to sell the aircraft was based, in part, on the following factors:
      (i)
      the aircraft's fair market value was estimated to be between $24,000,000 and
      $27,000,000 and the balance of the outstanding debt was $34,500,000; (ii) any
      new
      lease for the aircraft would have required an additional $850,000 in equity
      (at
      a minimum) in order to reconfigure the aircraft and upgrade the
      engines ;
      and
      (iii) if ICON Aircraft 24846 were to continue to remarket the aircraft, the
      lender would have required interest only payments of approximately $100,000
      per
      month until the aircraft was re-leased.







39




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004




(5)  Investments
      in Joint Ventures - continued





The
      following joint venture is minority owned and not entered into with affiliates
      of the Partnership:





Gulf
      Coast Leasing, LLC





During
      March 2000, the Partnership acquired a 50% interest in Gulf Coast Leasing,
      LLC
      ("Gulf Coast"), which acquired a residual value interest in an off-shore
      drilling rig subject to lease with an unaffiliated third party. The lease
      expires on June 23, 2008. All of the rental payments under the lease are used
      to
      service the non-recourse debt that was incurred to acquire the equipment which
      also matures on June 23, 2008. The Partnership accounts for its investment
      in
      Gulf Coast using the cost method as the Partnership has virtually no influence
      over the financial and operating matters of Gulf Coast. The Partnership paid
      approximately $1,997,000 in cash, including acquisition fees, to acquire its
      interest.





(6)  Equipment
      Held for Sale or Lease





Equipment
      held for sale or lease at December 31, 2006 and 2005, consists solely of
      aircraft rotable parts for Boeing A300 aircraft. Aircraft rotables are
      replacement spare parts that are held typically in inventory by an aircraft
      operator. The Partnership is currently in the process of remarketing this
      equipment. For the years ended December 31, 2006 and 2005, the Partnership
      sold
      equipment for approximately $28,000 and $279,000 of proceeds,
      respectively.





On
      December 28, 2005, the Partnership purchased from ICON Cash Flow Partners,
      L.P.,
      Series E, an entity also managed by the General Partner, aircraft rotables
      valued at approximately $133,000. Fair value was determined based upon the
      present value of recent sales offers from unrelated third parties.





For
      the
      years ended December 31, 2006 and 2005, the Partnership recorded an impairment
      loss of approximately $258,000 and $1,152,000, respectively based upon an
      independent appraisal, which indicated that the fair value of the aircraft
      rotables was less than the book value of the aircraft rotables at December
      31,
      2006 and 2005.





(7)  Convertible
      Notes Receivable





In
      connection with a restructuring of two aircraft leases with America West in
      January 2002, the Partnership received four 7.5% convertible notes for an
      aggregate principal amount of $2,000,000, maturing on January 18, 2009. These
      notes were pledged as security to the lender on the America West equipment.
      The
      Partnership classified and accounted for these notes as available for sale
      securities. At December 31, 2004, the Partnership determined that the fair
      value
      of the convertible notes had increased due to the Partnership’s ability,
      beginning January 18, 2005, to convert these notes to common stock. These notes
      were convertible into shares of America West Class B common stock upon the
      occurrence of certain events, at the option of America West through January
      18,
      2005 and after such time, at the option of the Partnership, through maturity.
      The initial conversion price was $12 per share or a conversion ratio of
      approximately 83.333 shares per $1,000 principal amount of the notes, subject
      to
      anti-dilution provisions. At December 31, 2004, the estimated fair value of
      these convertible notes was determined by the General Partner to be $625,000.
      The fair value was calculated based upon the then market value of the underlying
      common stock of America West at December 31, 2004, less a discount due to
      uncertainties and restrictions relating to the underlying Class B common
      stock.






40




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004


(7)  Convertible
      Notes Receivable - continued





In
      conjunction with the sale of the two Boeing aircraft on lease to America West
      and the subsequent repayment of the related non-recourse debt, the lender
      released to the Partnership the 7.5% convertible notes which had been held
      as
      collateral by the lender. On July 15, 2005, the Partnership sold these 7.5%
      convertible notes to an unaffiliated third party and received approximately
      $1,660,000 in cash, including accrued interest. The Partnership recorded a
      realized gain of approximately $1,545,000 relating to the sale of these
      securities.





(8)  Notes
      Payable - Non-recourse





The
      Partnership’s non-recourse notes payable are paid directly to the lenders by the
      lessees and accrue interest at either 4.0% per year or 7.89% per year with
      maturity dates through 2008. The outstanding balances of non-recourse notes
      payable at December 31, 2006 and 2005 were $6,618,975 and $12,701,548,
      respectively.





Principal
      maturities of the Partnership’s notes payable - non-recourse consist of the
      following at December 31, 2006:





Years
                EndingDecember
                31,2007
            
            $
            2,904,3012008
            
            $
            3,714,674








(9)  Note
      Payable - Recourse





On
      May
      30, 2002, the
      Partnership, along with certain of its affiliates, L.P. Seven; Fund Eight B
      and
      Fund Nine (the
“Initial Funds”), entered into a $17,500,000 line of credit agreement with
      Comerica Bank. Effective August 5, 2004, the line of credit agreement was
      amended to add Fund Ten as a borrower. The Initial Funds and Fund Ten are
      collectively referred to as the Borrowers.





The
      Borrowers entered into a Contribution Agreement, dated May 30, 2002, as amended. On
      September 7, 2005, the Borrowers repaid and cancelled the line of credit with
      Comerica Bank and terminated the related Contribution Agreement. The Partnership
      is no longer party to any line of credit or contribution agreement.





(10)  Other
      Comprehensive Income (Loss)





For
      the
      years ended December 31, 2006, 2005 and 2004, other comprehensive income (loss)
      consists of the following:




Years
                Ended December 31,2006
            
            2005
            
            2004Net
                income (loss)
            
            $
            3,216,757
            
            $
            1,287,041
            
            $
            (3,521,353
            )Other
                comprehensive income:Change
                in valuation of convertible notes
            
            
            -
            
            
            (625,000
            )
            
            625,000Comprehensive
                income (loss)
            
            $
            3,216,757
            
            $
            662,041
            
            $
            (2,896,353
            )







41




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004





(11)  Transactions
      with Related Parties





Prior
      to
      April 1, 2006, in accordance with the terms of the Partnership’s LP Agreement,
      the Partnership paid the General Partner (i) management fees ranging from 1%
      to
      7% based on a percentage of the rentals received either directly by the
      Partnership or through joint ventures and (ii) acquisition fees, through the
      reinvestment period, of 3% calculated based on the gross value of the
      Partnership’s acquisition transactions. In addition, the General Partner was
      reimbursed for administrative expenses incurred in connection with the
      Partnership’s operations.





The
      General Partner performs
      certain services relating to the management of our equipment leasing activities.
      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.





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





Althought
      the General Parter 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 distribution proceeds. The Partnership paid distributions
      to the General Partner of $35,328, $40,165 and $40,221, respectively, for each
      of the three years ended December 31, 2006, 2005 and 2004, respectively.
      Additionally, the General Partner’s interest in the Partnership’s net income was
      $32,168 and $12,870 for each of the two years ended December 31, 2006 and 2005,
      respectively, and the General Partners interest in the Partnership’s net loss
      was $35,214 the year ended December 31, 2004.





The
      Partnership had a payable of $518,986 and $253,662 due to the General Partner
      at
      December 31, 2006 and 2005, respectively. As of December 31, 2006,
      the Partnership owed the General Partner $192,786 for accrued and unpaid
      administrative expense reimbursements, of which $72,462 was unpaid from
      December 31, 2005, and approximately $181,000 for accrued and unpaid acquisition
      fees for the year ended December 31, 2005. In addition, the General Partner
      advanced the Partnership $190,000 during 2006. The Partnership has repaid
      $45,000 as of December 31, 2006. These amounts
      are payable on demand and do not accrue interest.







42




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004


(11)  Transactions
      with Related Parties - continued





Fees
      and
      other expenses charged to operations or capitalized by the Partnership and
      paid
      or accrued to the General Partner or its affiliates for the years ended December
      31, 2006, 2005 and 2004, respectively, were as follows:


Years
                Ended December 31,2006
            
            2005
            
            2004Acquisition
                fees (a)
            
            $
            -
            
            $
            181,200
            
            $
            -Management
                fees (b)
            
            
            174,711
            
            
            508,938
            
            
            538,159Administrative
                expense reimbursements (b)
            
            
            139,079
            
            
            355,541
            
            
            301,704Total
                fees paid to the General Partner
            
            $
            313,790
            
            $
            1,045,679
            
            $
            839,863(a)
                Amount included in other assets and amortized over the life of the
                related
                asset.(b)
                Charged directly to operations.








(12)  Fair
      Value of Financial Instruments





SFAS
      No.
      107, "Disclosures About Fair Values of Financial Instruments," requires
      disclosures about the fair value of financial instruments. Separate disclosure
      of fair value information at December 31, 2006 and 2005 with respect to the
      Partnership's assets and liabilities is not separately provided since (i) SFAS
      No. 107 does not require fair value disclosures of lease arrangements and (ii)
      the carrying value of financial assets, other than lease related investments
      and
      the recorded value of non-recourse debt, approximates
      fair value due to their short-term maturities .
      The
      fair value of the Partnership’s non-recourse debt at December 31, 2006 and 2005
      is $6,566,939 and $11,282,764, respectively.





(13)  Concentrations





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





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





For
      the
      years ended December 31, 2006 and 2005, the Partnership had two lessees that
      accounted for 92% and 80% of total rental income and finance income,
      respectively. For the year ended December 31, 2004, the Partnership had three
      lessees which accounted for approximately 84% of total rental income and finance
      income.





(14)  Commitments
      and Contingencies





The
      Partnership has entered into remarketing and residual sharing agreements with
      third parties. In connection with these agreements, remarketing and residual
      proceeds received in excess of specific amounts will be shared with these third
      parties based on specific formulas.








43




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004





(14)  Commitments
      and Contingencies - continued





On
      November 24, 2004, L.P. Seven assigned to the Partnership 0.8% of its rights
      to
      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. L.P. Seven assigned the rights
      to
      the Partnership as repayment of its $200,000 outstanding debt obligation
      pursuant to a contribution agreement that the Partnership entered into with
      some
      of its affiliates in connection with the line of credit agreement with Comerica
      Bank. This amount represented L.P. Seven's proportionate fair value of L.P.
      Seven's interest in the mobile offshore drilling rig at November 24, 2004.
      The
      fair value of the mobile offshore drilling rig was determined using an
      independent third party appraisal and cash flow analysis.





At
      the
      time the Partnership acquires or divests of its interest in an equipment lease
      or other leasing transaction, the Partnership sometimes agrees to indemnify
      the
      seller or buyer for specific contingent liabilities. The General Partner
      believes that any liability to the Partnership that may arise as a result of
      any
      such indemnification agreements will not have a material adverse effect on
      the
      consolidated financial condition of the Partnership taken as a
      whole.




(15)  Income
      Taxes (Unaudited)





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





At
      December 31, 2006 and 2005, the partners’ capital accounts included in the
      consolidated financial statements totaled $12,767,687 and $13,159,741,
      respectively. The partners’ capital accounts for Federal income tax purposes at
      December 31, 2006 and 2005 totaled $22,272,299 and $25,858,354, respectively.
      The difference arises primarily from commissions reported as a reduction in
      the
      partners’ capital accounts for financial reporting purposes but not for Federal
      income tax purposes, and differences in direct finance leases, depreciation
      and
      amortization and provision for losses between financial reporting and Federal
      income tax purposes.





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





2006
            
            2005
            
            2004Net
                income (loss) per consolidated financial statements
            
            $
            3,216,757
            
            $
            1,287,041
            
            $
            (3,521,353
            )Adjustments
                for direct finance lease
            
            
            1,772,595
            
            
            354,345
            
            
            (1,157,092
            )Interest
            
            
            -
            
            
            -
            
            
            392,467Impairment
            
            
            257,440
            
            
            -
            
            
            -Deferred
                income
            
            
            (202,611
            )
            
            -
            
            
            -Depreciation
                and amortization
            
            
            (2,690,518
            )
            
            5,299,706
            
            
            1,818,570(Loss)
                gain on sale of equipment
            
            
            (775,759
            )
            
            18,245,519
            
            
            1,091,859Other
                items
            
            
            (1,555,148
            )
            
            (1,524,107
            )
            
            4,124,205Net
                income for Federal income tax purposes
            
            $
            22,756
            
            $
            23,662,504
            
            $
            2,748,656







44




ICON
        Income Fund Eight A L.P.
 (A
        Delaware Limited Partnership)
 Notes
        To
        Consolidated Financial Statements
 December
        31, 2006, 2005 and 2004


(16)  Selected
      Quarterly Financial Data (Unaudited)





The
      following table is a summary of selected financial data, by quarter, for the
      years ended December 31, 2006 and 2005:





Quarters
                Ended in 2006March
                31,
            
            June
                30,
            
            September
                30,
            
            December
                31,Revenue
            
            $
            2,090,269
            
            $
            2,033,405
            
            $
            2,012,716
            
            $
            2,011,621Net
                income allocable to limited partners
            
            $
            93,936
            
            $
            938,251
            
            $
            930,401
            
            $
            1,222,001Net
                income per weighted averagelimited
                partnership unit
            
            $
            0.13
            
            $
            1.28
            
            $
            1.27
            
            $
            1.66





Quarters
                Ended in 2005March
                31,
            
            June
                30,
            
            September
                30,
            
            December
                31,Revenue
            
            $
            2,815,264
            
            $
            7,408,420
            
            $
            4,323,088
            
            $
            1,941,856Net
                (loss) income allocable to limited partners
            
            $
            (380,896
            )
            $
            2,857,944
            
            $
            1,843,414
            
            $
            (3,046,291
            )Net
                (loss) income per weighted averagelimited
                partnership unit
            
            $
            (0.52
            )
            $
            3.86
            
            $
            2.49
            
            $
            (4.13
            )







45








**Schedule
                II**ICON
                Income Fund Eight A L.P.(A
                Delaware Limited Partnership)Valuation
                and Qualifing AccountsBalance
                At
            
            Charged
                To
            
            
            
            
            Balance
                AtBeginning
            
            Costs
                And
            
            
            
            
            EndOf
                Period
            
            Expenses
            
            Deduction
            
            
            Of
                PeriodYear
                ended December 31, 2006Allowance
                for doubtful accounts(deducted
                from investments in finance leases)
            
            
            $
            -
            
            $
            -
            
            $
            -
            
            
            $
            -Year
                ended December 31, 2005Allowance
                for doubtful accounts(deducted
                from investments in finance leases)
            
            
            $
            125,842
            
            $
            -
            
            $
            125,842
            (b)
            
            $
            -Year
                ended December 31, 2004Allowance
                for doubtful accounts(deducted
                from investments in finance leases)
            
            
            $
            228,721
            
            $
            -
            
            $
            102,879
            (a)
            
            $
            125,842(a)
                Due to Regus Business Center Corp. emergence from Chapter 11 bankruptcy
                protection and its recent positive payment history,the
                Partnership reduced the allowance for doubtful accounts down to $125,842.(b)
                Due to Regus Business Center Corp. continued good payment history
                the
                Partnership reduced the allowance for doubtfulaccounts
                to zero.






S-1








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





During
      the year ended December 31, 2006, we had no disagreements with our accountants
      on any matters of accounting or financial reporting.




**Item
      9A. Controls and Procedures** ****





*Evaluation
      of disclosure controls and procedures*





In
      connection with the preparation of this Annual Report on Form 10-K for the
      period ended December 31, 2006, as well as the financial statements for our
      General Partner, our General Partner carried out an evaluation, under the
      supervision and with the participation of the management of our General Partner,
      including its Chief Executive Officer and the Principal Financial and Accounting
      Officer, of the effectiveness of the design and operation of our General
      Partner’s disclosure controls and procedures as of the end of the period covered
      by this report pursuant to the Securities Exchange Act of 1934. Based on the
      foregoing evaluation, except as noted below, the Chief Executive Officer and
      the
      Principal Financial and Accounting Officer concluded that our General Partner’s
      disclosure controls and procedures were effective.





While
      evaluating our General Partner’s disclosure controls and procedures, our General
      Partner recognized that greater internal controls were needed to aid in a more
      efficient closing of our financial statements, thereby requiring our
      General Partner to hire  additional
      skilled accounting staff.  Our General Partner hired an additional
      accounting staff member during 2006 who is a certified public accountant and
      experienced with public reporting entities. Subsequently, in 2007 our General
      Partner hired two additional senior accountants with more than 16 and 8 years
      of
      experience with public reporting entities. Our General Partner will continue
      to
      evaluate its disclosure controls and procedures to determine their effectiveness
      and adequacy and will take the steps necessary, in our General Partner’s
      opinion, to ensure the adequacy of our General Partner’s disclosure controls and
      procedures.





In
      designing and evaluating our General Partner’s disclosure controls and
      procedures, our General Partner recognized that disclosure controls and
      procedures, no matter how well conceived and operated, can provide only
      reasonable, not absolute, assurance that the objectives of the disclosure
      controls and procedures are met.  Our General Partner’s disclosure controls
      and procedures have been designed to meet reasonable assurance standards.
      Disclosure controls and procedures cannot detect or prevent all error and fraud.
      Some inherent limitations in disclosure controls and procedures include costs
      of
      implementation, faulty decision-making, simple error and mistake. Additionally,
      controls can be circumvented by the individual acts of some persons, by
      collusion of two or more people, or by management override of the controls.
      The
      design of any system of controls is based, in part, upon certain assumptions
      about the likelihood of future events, and there can be no assurance that any
      design will succeed in achieving its stated goals under all anticipated and
      unanticipated future conditions. Over time, controls may become inadequate
      because of changes in conditions, or the degree of compliance with established
      policies or procedures.





Our
      General Partner’s Chief Executive Officer and Principal Financial and Accounting
      Officer have determined that no weakness in disclosure controls and procedures
      had any material effect on the accuracy and completeness of our financial
      reporting and disclosure included in this report.




**Item
      9B. Other Information**





Not
      applicable.








46






**PART
      III**





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




**Name**
              **Age**
              **Position**Beaufort
                  J.B. Clarke
              60
              Chairman,
                  Chief Executive Officer and DirectorThomas
                  W. Martin
              53
              President,
                  Chief Operating Officer and DirectorMichael
                  A. Reisner
              36
              Executive
                  Vice President and Chief Financial OfficerMark
                  Gatto
              34
              Executive
                  Vice President-Business DevelopmentPatricia
                  Palmer
              43
              Executive
                  Vice PresidentRichard
                  L. Specker
              52
              Senior
                  Managing DirectorJoel
                  S. Kress
              34
              Senior
                  Vice President and General CounselDavid
                  J. Verlizzo
              34
              Vice
                  President and Deputy General CounselDavid
                  C. Wright
              49
              Senior
                  Vice President-AccountingAnthony
                  J. Branca
              38
              Senior
                  Vice President-FinanceCraig
                  A. Jackson
              48
              Vice
                  President-Remarketing and Portfolio
                  Management





Our
      General Partner’s officers and directors are:





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





***Thomas
      W. Martin*** has
      been
      President since February, 2007, Chief Operating Officer since February 2006,
      has
      been a Director (and Director, President and Treasurer of ICON Securities Corp.
      as well) since August 1996, and was Chief Financial Officer from May 2003
      through January 2007. Mr. Martin was the Executive Vice President of Gemini
      Financial Holdings, Inc. from April 1992 to October 1993 and he held the
      position of Vice President at Chancellor Corporation (an equipment leasing
      company) for 7 years. Mr. Martin has a B.S. degree from the University of New
      Hampshire. Mr. Martin has been in the equipment leasing business since 1983.





***Michael
      A. Reisner*** has
      been
      Executive Vice President and Chief Financial Officer since January 2007 and
      was
      Executive Vice President-Acquisitions from February 2006 through January 2007.
      Mr. Reisner was Senior Vice President and General Counsel from January 2004
      through January 2006. Mr. Reisner was Vice President and Associate General
      Counsel from March 2001 until December 2003. Previously, from 1996 to 2001,
      Mr.
      Reisner was an attorney with Brodsky Altman and McMahon, LLP in New York,
      concentrating on commercial transactions. Mr. Reisner received a J.D. from
      New
      York Law School and a B.A. from the University of Vermont.





***Mark
      Gatto*** has
      been
      Executive Vice President-Business Development since February 2006. Mr. Gatto
      is
      responsible for business and corporate development, including the acquisition
      of
      equipment subject to lease. Before serving as Associate General Counsel from
      November 1999 through October 2000, Mr. Gatto was an attorney with Cella &
Goldstein in New Jersey, concentrating on commercial transactions and general
      litigation matters. From November 2000 to June 2003, Mr. Gatto was Director
      of
      Player Licensing for the Topps Company, and in July 2003, he co-founded a
      specialty business consulting firm in New York City and served as its managing
      partner before re-joining our General Partner in April 2005. Mr. Gatto received
      an M.B.A. from the W. Paul Stillman School of Business at Seton Hall University,
      a J.D. from Seton Hall University School of Law, and a B.S. from Montclair
      State
      University.






47






***Patricia
      Palmer*** has
      been
      Executive Vice President (and Executive Vice President of ICON Securities Corp.
      as well) since February 2007, has been a Director of ICON Securities Corp.
      since
      December 2002, and was Senior Vice President (and Senior Vice President of
      ICON
      Securities Corp. as well) from July 2002 through February 2007. Ms. Palmer,
      who
      joined our General Partner in December 1996, is responsible for our General
      Partner’s product development, hiring and training, and the coordination of ICON
      Securities Corp.’s national sales and marketing efforts. Prior to joining our
      General Partner, Ms. Palmer was a Regional Marketing Director at PLM Securities
      Corp. and a Product Manager at Phoenix Leasing, Inc. Ms. Palmer received a
      B.A.
      from the University of California, Berkeley. Ms. Palmer has more than 18 years
      of experience in the securities and equipment leasing industries.





***Richard
      L. Specker*** has
      been
      Senior Managing Director since April 2006 and was a consultant to our General
      Partner from September 2005 through April 2006. Mr. Specker is responsible
      for
      certain portfolio strategy and management functions, including arranging and
      managing portfolio lease asset restructuring, lease debt refinancing
      transactions and strategic asset sales. Mr. Specker has over 25 years of
      experience in asset-based finance and leasing, including as President of the
      Global Lease Finance Division of Fleet Capital Leasing and as Senior Vice
      President and Manager of the Structured Lease Finance Group at NationsBanc
      Leasing Corporation. Mr. Specker received an M.B.A. from the University of
      North
      Carolina at Chapel Hill and a B.A. from Duke University. Mr. Specker is a former
      member of the Board of Directors of the Equipment Leasing and Finance
      Association.





***Joel
      S. Kress*** has
      been
      Senior Vice President and General Counsel since February 2006. Mr. Kress was
      Vice President and Associate General Counsel from August 2005 until January
      2006. Previously, from 2001 to 2005, Mr. Kress was an attorney with Fried,
      Frank, Harris, Shriver & Jacobson LLP in New York and London, England,
      concentrating on mergers and acquisitions, corporate finance and financing
      transactions (including debt and equity issuances) and private equity
      investments. Mr. Kress received a J.D. from Boston University School of Law
      and
      a B.A. from Connecticut College.





***David J.
      Verlizzo*** has
      been
      Vice President and Deputy General Counsel since February 2006. Mr. Verlizzo
      was
      Assistant Vice President and Associate General Counsel from May 2005 until
      January 2006. Previously, from 2001 to 2005, Mr. Verlizzo was an attorney with
      Cohen Tauber Spievack & Wagner LLP in New York, concentrating on public and
      private securities offerings, securities law compliance and corporate and
      commercial transactions. Mr. Verlizzo received a J.D. from Hofstra University
      School of Law and a B.S. from The University of Scranton.





***David
      C. Wright*** is
      a
      certified public accountant and has been Senior Vice President-Accounting since
      February 2005. Mr. Wright was Vice President-Accounting from August 2004 until
      January 2005. Previously, from 1989 through 2004, Mr. Wright was employed as
      a
      manager at several regional and national accounting firms, including Grant
      Thornton LLP, Goldstein Golub Kessler LLP and Hays & Company LLP, having
      responsibility for both public and private engagements. Mr. Wright received
      a
      B.A. from Ohio Wesleyan University.





***Anthony
      J. Branca*** has
      been
      Senior Vice President-Finance since January 2007. Mr. Branca was Director of
      Corporate Reporting & Analysis for the Nielsen Company (formerly VNU) from
      May 2005 until January 2007, and held various other management positions with
      the Nielsen Company from July 1997 through May 2005. Previously, from 1994
      through 1997, Mr. Branca was employed as a senior accountant at Fortune Brands
      and started his career as an auditor with KPMG Peat Marwick in 1991. Mr. Branca
      received a B.B.A. from Pace University.





***Craig
      A. Jackson*** has
      been
      Vice President-Remarketing and Portfolio Management since February 2006.
      Previously, from October 2001 to 2006, Mr. Jackson was president and founder
      of
      Remarketing Services, Inc., a transportation equipment remarketing company.
      Prior to 2001, Mr. Jackson served as Vice President of Remarketing and Vice
      President of Operations for Chancellor Fleet Corporation (an equipment leasing
      company). Mr. Jackson received a B.A. from Wilkes University.


**** ****




48






**Code
      of Ethics**




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





**Item
      11. Executive Compensation******





We
      have
      no directors or officers. Our General Partner and its affiliates were paid
      or
      accrued the following compensation and reimbursement for costs and expenses
      for
      the years ended December 31, 2006, 2005 and 2004.





Entity
            
            Capacity
            
            Description
            
            2006
            
            2005
            
            2004ICON
                Capital Corp.
            General
                Partner
            Acquisition
                fee
            
            $
            -
            
            $
            181,200
            
            $
            -ICON
                Capital Corp.
            General
                Partner
            Management
                fee
            
            $
            174,711
            
            $
            508,938
            
            $
            538,159ICON
                Capital Corp.
            General
                Partner
            Administrative
                fee
            $
            139,079
            
            $
            355,541
            
            $
            301,704





Our
      General Partner also has a 1% interest in our profits, losses, cash
      distributions and disposition proceeds. We paid distributions to our General
      Partner of $35,328, $40,165 and $40,221, respectively, for the years ended
      December 31, 2006, 2005 and 2004. Additionally, our General Partner’s interest
      in our net income was $32,168 and $12,870, for the years ended December 31,
      2006
      and 2005. Our General Partner’s interest in our net loss was $35,214 for the
      year ended December 31, 2004.





**Item
      12. Security Ownership of Certain Beneficial Owners and****General
      Partner and Related Security Holder Matters**





(a)  We
      do not
      have any securities authorized for issuance under any equity compensation plan.
      No person of record owns, or is known by us to own beneficially, more than
      5% of
      any class of our securities.





(b)  As
      of
      February 28, 2007, no Directors and Officers of our General Partner own any
      of
      our equity securities.





(c)
            Neither
                we nor our General Partner are aware of any arrangements with respect
                to
                our securities, the operation of which may at a subsequent date result
                in
                a change of control of us.





**Item
      13. Certain Relationships and Related Transactions******





See
      Item
      11 for a discussion of our related party transactions.  See Notes 5 and 11
      to our consolidated financial statements for a discussion of our investments
      in
      joint ventures and transactions with related parties.






49






**Item
      14. Principal Accountant Fees and Services******





During
      the years ended December 31, 2006 and 2005, our auditors provided audit services
      relating to our annual report on Form 10-K and our quarterly reports on Form
      10-Q.  Additionally, our auditors provided other services in the form of
      tax compliance work. Their fees are shown in the table below:




2006
            
            2005Audit
                fees
            
            $
            91,000
            
            $
            83,800Audit
                related fees
            
            
            -
            
            
            1,350Tax
                fees (compliance)
            
            
            29,371
            
            
            23,050$
            120,371
            
            $
            108,200







50





**PART
      IV**




**Item
      15. Exhibits and Financial Statement
      Schedules**





(a)
            1.
                Financial Statements





See
      index
      to financial statements included as Item 8 to this Annual Report on Form 10-K
      hereof.





2.
      Financial Statement Schedules





Financial
      Statement Schedule II - Valuation and Qualifying Accounts is filed with this
      Annual Report on Form 10-K. Schedules not listed above have been omitted because
      they are not applicable or the information required to be set forth therein
      is
      included in the financial statements or notes thereto.





3.
      Exhibits:





3.1  Certificate
      of Limited Partnership of ICON Income Fund Eight A L.P. Exhibit 4.3 to our
      Registration Statement on Form S-1 filed with the SEC on May 29, 1998 (File
      No.
      333-54011), is incorporated herein by reference.





4.1  ICON
      Income Fund Eight A L.P. Amended and Restated Limited Partnership Agreement,
      dated February 9, 2000. Exhibit A to our Registration Statement on Form S-1
      filed with the SEC on May 19, 2000 (File No. 333-37504), is incorporated herein
      by reference.





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





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





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




Certification
      of Chairman and Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
      as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.


51





**SIGNATURES**





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




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





*Date:
      April 2, 2007*





*/s/
      Beaufort J.B. Clarke*


Beaufort
      J.B. Clarke


Chairman,
      Chief Executive Officer and Director


(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.


Sole
      General Partner of the Registrant





*Date:
      April 2, 2007*





*/s/
      Beaufort J.B. Clarke*


Beaufort
      J.B. Clarke


Chairman,
      Chief Executive Officer and Director


(Principal
      Executive Officer)





*Date:
      April 2, 2007*





*/s/
      Thomas W. Martin*


Thomas
      W.
      Martin


President,
      Chief Operating Officer and Director





*Date:
      April 2, 2007*





*/s/
      Michael A. Reisner*


Michael
      A. Reisner


Executive
      Vice President and Chief Financial Officer


(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 partners and a copy will be forwarded to the Commission.







52