UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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





For
      the quarterly period ended
            March 31, 2010




or


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





For
      the transition period from
              
              to





Commission_File_Number_
            333-37504





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





Delaware
            13-4101114(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)





100 Fifth Avenue, 4thFloor, New York, New York
            10011(Address
      of principal executive offices)
            (Zip
      code)





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





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
[x]   No [ ]




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).
 [ ]
Yes     [  ] No


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




Large
accelerated filer [  ] Accelerated
filer [  ]   Non-accelerated filer [x] 
Smaller reporting company [ ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


[  ] Yes [x]
No





Number of
outstanding units of limited partnership interests of the registrant on May 7,
2010 is 740,380.















ICON Income Fund Eight B L.P.
              Table
      of ContentsPagePART I - FINANCIAL INFORMATIONItem 1.  Consolidated Financial
      Statements
            1Consolidated Balance Sheets
            1Consolidated Statements of
Operations
            2Consolidated Statement of Changes in Partners’
      Equity
            3Consolidated Statements of Cash Flows
            4Notes to Consolidated Financial
    Statements
            6Item
      2.  General Partner’s Discussion and Analysis of Financial
      Condition andResults
      of Operations
            11Item 3. Quantitative and Qualitative Disclosures About
      Market Risk
            15Item 4T. Controls and Procedures
            15PART II – OTHER INFORMATIONItem 1. Legal Proceedings
            
            16Item 1A. Risk Factors
            
            16Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
            16Item 3. Defaults Upon Senior
Securities
            16Item 4. (Removed
      and Reserved)
            16Item 5. Other Information
            
            16Item 6. Exhibits
            
            17Signatures
            
            18







Table of Contents





PART I – FINANCIAL INFORMATION





Item 1.  Consolidated Financial
Statements





ICON Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Consolidated
      Balance SheetsAssetsMarch
      31,2010
            
            
            December
      31,(unaudited)
            
            
            2009Current
      assets:Cash
      and cash equivalents
            
            $
            196,139
            
            
            $
            149,843Current
      portion of net investment in finance lease
            
            
            2,368,008
            
            
            
            2,290,231Other
      current assets
            
            
            35,506
            
            
            
            36,540Total
      current assets
            
            
            2,599,653
            
            
            
            2,476,614Non-current
      assets:Net
      investment in finance lease, less current portion
            
            
            -
            
            
            
            621,280Leased
      equipment at cost (less accumulated depreciationof
      $34,677,523 and $33,739,596, respectively)
            
            
            40,739,197
            
            
            
            41,677,124Investment
      in joint venture
            
            
            1,188,112
            
            
            
            1,200,986Other
      non-current assets, net
            
            
            1,246,966
            
            
            
            1,256,267Total
      non-current assets
            
            
            43,174,275
            
            
            
            44,755,657Total
      Assets
            
            $
            45,773,928
            
            
            $
            47,232,271Liabilities
      and Partners’ EquityCurrent
      liabilities:Current
      portion of non-recourse long-term debt
            
            $
            3,734,909
            
            
            $
            3,826,797Deferred
      revenue
            
            
            654,545
            
            
            
            613,636Due
      to affiliates
            
            
            143,070
            
            
            
            143,070Accrued
      expenses and other current liabilities
            
            
            301,003
            
            
            
            207,164Total
      current liabilities
            
            
            4,833,527
            
            
            
            4,790,667Non-current
      liabilities:Non-recourse
      long-term debt, less current portion
            
            
            33,527,558
            
            
            
            34,490,236Total
      Liabilities
            
            
            38,361,085
            
            
            
            39,280,903Commitments
      and contingencies (Note 10)Partners’
      Equity:Limited
      Partners
            
            
            7,987,774
            
            
            
            8,520,914General
      Partner
            
            
            (574,931
            )
            
            
            (569,546
            )Total
      Partners’ Equity
            
            
            7,412,843
            
            
            
            7,951,368Total
      Liabilities and Partners’ Equity
            
            $
            45,773,928
            
            
            $
            47,232,271










1
 Table of Contents








ICON Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Consolidated
      Statements of Operations(unaudited)Three Months Ended March
31,2010
            
            
            2009Revenue:Rental
      income
            
            $
            1,594,091
            
            
            $
            1,594,091Finance
      income
            
            
            88,217
            
            
            
            158,627Loss
      from investment in joint venture
            
            
            (12,874
            )
            
            
            (19,000
            )Total
      revenue
            
            
            1,669,434
            
            
            
            1,733,718Expenses:Depreciation
      and amortization
            
            
            941,513
            
            
            
            963,074Interest
            
            
            565,714
            
            
            
            648,552General
      and administrative
            
            
            195,929
            
            
            
            133,512Total
      expenses
            
            
            1,703,156
            
            
            
            1,745,138Net
      loss
            
            $
            (33,722
            )
            
            $
            (11,420
            )Net
      loss allocable to:Limited
      Partners
            
            $
            (33,385
            )
            
            $
            (11,306
            )General
      Partner
            
            
            (337
            )
            
            
            (114
            )$
            (33,722
            )
            
            $
            (11,420
            )Weighted
      average number of units of limitedpartnership
      interests outstanding
            
            
            740,380
            
            
            
            740,380Net
      loss per weighted averageunit
      of limited partnership interests outstanding
            
            $
            (0.05
            )
            
            $
            (0.02
            )








2
 Table of Contents








ICON Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Consolidated
      Statement of Changes in Partners’ EquityUnits
      of Limited
            
            
            
            
            
            
            
            
            TotalPartnership
            
            
            Limited
            
            
            General
            
            
            Partners'Interests
            
            
            Partners
            
            
            Partner
            
            
            EquityBalance,
      December 31, 2009
            
            
            740,380
            
            
            $
            8,520,914
            
            
            $
            (569,546
            )
            
            $
            7,951,368Cash
      distributions
            
            
            -
            
            
            
            (499,755
            )
            
            
            (5,048
            )
            
            
            (504,803
            )Net
      loss
            
            
            -
            
            
            
            (33,385
            )
            
            
            (337
            )
            
            
            (33,722
            )Balance,
      March 31, 2010 (unaudited)
            
            
            740,380
            
            
            $
            7,987,774
            
            
            $
            (574,931
            )
            
            $
            7,412,843










3
 Table of Contents








ICON Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Consolidated
      Statements of Cash Flows(unaudited)Three Months Ended
              March 31,2010
            
            
            2009Cash
      flows from operating activities:Net
      loss
            
            $
            (33,722
            )
            
            $
            (11,420
            )Adjustments
      to reconcile net loss to net cash provided byoperating
      activities:Rental
      income paid directly to lenders by lessees
            
            
            (1,635,000
            )
            
            
            (1,635,000
            )Finance
      income
            
            
            (88,217
            )
            
            
            (158,627
            )Loss
      from investment in joint venture
            
            
            12,874
            
            
            
            19,000Depreciation
      and amortization
            
            
            941,513
            
            
            
            963,074Interest
      expense on non-recourse financing paid directly to lenders by
      lessees
            
            
            555,379
            
            
            
            629,888Interest
      expense from amortization of debt financing costs
            
            
            10,335
            
            
            
            8,640Changes
      in operating assets and liabilities:Collection
      of finance leases
            
            
            628,134
            
            
            
            628,133Other
      assets, net
            
            
            -
            
            
            
            27,763Deferred
      revenue
            
            
            40,909
            
            
            
            40,909Accrued
      expenses and other current liabilities
            
            
            118,894
            
            
            
            (88,947
            )Net
      cash provided by operating activities
            
            
            551,099
            
            
            
            423,413Cash
      flows from financing activities:Cash
      distributions to partners
            
            
            (504,803
            )
            
            
            (302,883
            )Net
      cash used in financing activities
            
            
            (504,803
            )
            
            
            (302,883
            )Net
      increase in cash and cash equivalents
            
            
            46,296
            
            
            
            120,530Cash
      and cash equivalents, beginning of period
            
            
            149,843
            
            
            
            167,128Cash
      and cash equivalents, end of period
            
            $
            196,139
            
            
            $
            287,658










4
 Table of Contents








ICON
      Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Consolidated
      Statements of Cash Flows(unaudited)Three Months Ended
              March 31,2010
            
            
            2009Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
            
            $
            -
            
            
            $
            10,024Supplemental
      disclosure of non-cash operating activities:Principal
      and interest paid on non-recourse long-term debt directly
    tolenders
      by lessees
            
            $
            1,635,000
            
            
            $
            1,635,000









5
 Table of Contents
 ICON Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)





(1)
            Organization





ICON
Income Fund Eight B L.P. (the “Partnership”) was formed on February 7, 2000 as a
Delaware limited partnership. The Partnership is engaged in one business
segment, the business of purchasing equipment and leasing it to third parties,
providing equipment and other financing and, to a lesser degree, acquiring
ownership rights to items of leased equipment at lease expiration. The
Partnership will continue until December 31, 2017, unless terminated
sooner.





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





Effective
June 16, 2007, the Partnership completed its reinvestment period.  On
June 17, 2007, the Partnership entered its liquidation period, during which the
Partnership has sold and will continue to sell its assets in the normal course
of business.




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




(2)
              Basis
      of Presentation and
Consolidation


The
accompanying consolidated financial statements of the Partnership have been
prepared in accordance with U.S. generally accepted accounting principles (“US
GAAP”) for interim financial information and pursuant to the rules and
regulations of the Securities and Exchange Commission for Quarterly Reports on
Form 10-Q. In the opinion of the General Partner, all adjustments considered
necessary for a fair presentation have been included.  These
consolidated financial statements should be read together with the consolidated
financial statements and notes included in the Partnership’s Annual Report on
Form 10-K for the year ended December 31, 2009.  The results for the
interim period are not necessarily indicative of the results for the full
year.





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





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


Reclassifications
  Certain reclassifications have been
made to the accompanying consolidated financial statements in prior periods
to conform to the current presentation.
  Recently
Adopted Accounting Pronouncements
  In June
2009, the Financial Accounting Standards Board (“FASB”) issued an update to
Accounting Standard Codification 810 – Consolidation (“ASC 810”). The update
amends the consolidation guidance applicable to variable interest entities
(“VIEs”) and changes how a reporting entity evaluates whether an entity is
considered the primary beneficiary of a VIE and is therefore required to
consolidate such VIE. ASC 810 will also require assessments at each reporting
period of which party within the VIE is considered the primary beneficiary and
will require a number of new disclosures related to VIEs. ASC 810 is effective
for fiscal years beginning after November 15, 2009. The adoption of this
guidance, effective January 1, 2010, did not have a material impact on the
Partnership’s consolidated financial statements as of and for the three months
ended March 31, 2010.


6
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)
 (2)
                  Basis
      of Presentation and Consolidation -
  continued
 In
January 2010, the FASB issued Accounting Standards Update 2010-06, Fair Value
Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value
Measurements (“ASU 2010-06”),amending Accounting
Standards Codification 820. ASU 2010-06 requires new disclosures and clarifies
existing disclosures on fair value measurements.  It requires new
disclosures including (i) separate disclosure of the amounts of significant
transfers in and out of Level 1 and Level 2 fair value measurements and a
description of the reasons for the transfers and (ii) separate presentation of
information about purchases, sales, issuances and settlements in the
reconciliation of Level 3 fair value measurements. This update also clarifies
existing disclosures requiring the Partnership to (i) determine each class of
assets and liabilities based on the nature and risks of the investments rather
than by major security type and (ii) for each class of assets and liabilities,
disclose the valuation techniques and inputs used to measure fair value for both
Level 2 and Level 3 fair value measurements. The new disclosures and
clarifications of existing disclosures are effective for interim and annual
reporting periods beginning after December 15, 2009, except for the
disclosures about purchases, sales, issuances, and settlements in Level 3 fair
value measurements, which are effective for fiscal years beginning after
December 15, 2010. The adoption of ASU 2010-06 did not have a material
effect on the Partnership’s consolidated financial statements as of and for the
three months ended March 31, 2010.


(3)
            Net
      Investment in Finance Lease





Net
investment in finance lease consisted of the following:





March
      31,
            
            
            December
      31,2010
            
            
            2009Minimum
      rents receivable
            
            $
            2,512,538
            
            
            $
            3,140,672Estimated
      residual value
            
            
            1
            
            
            
            1Initial
      direct costs, net
            
            
            9,436
            
            
            
            13,022Unearned
      income
            
            
            (153,967
            )
            
            
            (242,184
            )Net
      investment in finance lease
            
            
            2,368,008
            
            
            
            2,911,511Less:  Current
      portion of netinvestment
      in finance lease
            
            
            2,368,008
            
            
            
            2,290,231Net
      investment in finance lease,less
      current portion
            
            $
            -
            
            
            $
            621,280




(4)
              Leased
      Equipment at Cost
  Leased
equipment at cost consisted of the following:





March
      31,
            
            
            December
      31,2010
            
            
            2009Aircraft
      and aircraft related equipment
            
            $
            75,416,720
            
            
            $
            75,416,720Less:
      Accumulated depreciation
            
            
            (34,677,523
            )
            
            
            (33,739,596
            )$
            40,739,197
            
            
            $
            41,677,124





Depreciation expense was $937,927 and
$954,545 for the three months ended March 31, 2010 and 2009,
respectively.







7
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)
 (5)
              Investment
      in Joint Venture


The Partnership and one of its
affiliates, ICON Income Fund Nine, LLC, an entity also managed and controlled by
the General Partner (“Fund Nine”), formed a joint venture, discussed below, for
the purpose of acquiring and managing a leased aircraft.  The
Partnership and Fund Nine have substantially identical investment objectives and
participate on the same terms and conditions. Each of the Partnership and Fund
Nine has a right of first refusal to purchase the equipment, on a pro-rata
basis, if the other member desires to sell its interest in the equipment or
joint venture.





ICON
Aircraft 126 LLC





During
February 2002, the Partnership and Fund Nine formed ICON Aircraft 126 LLC (“ICON
126”) for the purpose of acquiring all of the outstanding shares of Delta
Aircraft Leasing Limited (“D.A.L.”), a Cayman Islands registered company that
owns, through an owner trust, an Airbus A340-313X aircraft (“Aircraft 126”).
Aircraft 126 was subject to a lease with Cathay Pacific Airways Limited at the
time of purchase, which was consummated during March 2002. The lease was
initially scheduled to expire in March 2006, but has been extended to July 1,
2011. The Partnership and Fund Nine each have a 50% ownership interest in ICON
126.  ICON 126 consolidates the financial position and operations of
D.A.L. in its consolidated financial statements.




The
results of operations of ICON 126 are summarized below:





Three
      Months Ended March 31,2010
            
            
            2009Revenue
            
            $
            1,592,143
            
            
            $
            1,592,148Net
      loss
            
            $
            (25,748
            )
            
            $
            (38,000
            )Partnership's
      share of net loss
            
            $
            (12,874
            )
            
            $
            (19,000
            )





(6)
            Non-Recourse
      Long-Term Debt





The
aggregate maturities of non-recourse long-term debt were as follows at March 31,
2010:





For
      the period April 1 to December 31, 2010
            
            $
            2,772,231For
      the year ending December 31, 2011
            
            
            34,490,236$
            37,262,467




(7)
              Revolving
      Line of Credit, Recourse
  Eleven
and Fund Twelve, the “Borrowers”), are parties to a Commercial Loan Agreement,
as amended (the “Loan Agreement”), with California Bank & Trust
(“CB&T”). The Loan Agreement provides for a revolving line of credit of up
to $30,000,000 pursuant to a senior secured revolving loan facility (the
“Facility”), which is secured by all assets of the Borrowers not subject to a
first priority lien, as defined in the Loan Agreement. Each of the Borrowers is
jointly and severallyliable for all amounts
borrowed under the Facility. At March 31, 2010, no amounts were accrued related
to the Partnership’s joint and several obligations under the Facility. Amounts
available under the Facility are subject to a borrowing base that is determined,
subject to certain limitations, on the present value of the future receivables
under certain lease agreements and loans in which the Borrowers have a
beneficial interest.




8
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)
 (7)
              Revolving
      Line of Credit, Recourse -
continued





The Facility expires on June 30, 2011
and the Borrowers may request a one year extension to the revolving line of
credit within 390 days of the then-current expiration date, but CB&T has no
obligation to extend. The interest rate for general advances under the Facility
is CB&T’s prime rate and the interest rate on up to five separate non-prime
rate advances that are permitted to be made under the Facility is the rate at
which U.S. dollar deposits can be acquired by CB&T in the London Interbank
Eurocurrency Market plus 2.5% per year, provided that neither interest rate is
permitted to be less than 4.0% per year. The interest rate at March 31, 2010 was
4.0%. In addition, the Borrowers are obligated to pay a quarterly commitment fee
of 0.50% on unused commitments under the Facility.





Aggregate borrowings by all Borrowers
under the Facility amounted to $700,000 at March 31, 2010, all of which was
borrowed by Fund Ten. Subsequent to March 31, 2010, Fund Ten borrowed an
additional $650,000 under the Facility, which increased Fund Ten’s outstanding
loan balance to $1,350,000.





Pursuant
to the Loan Agreement, the Borrowers are required to comply with certain
covenants.  At March 31, 2010, the Borrowers were in compliance with
all covenants.




(8)
                Fair
      Value Measurements


Fair
value information with respect to the Partnership's leased assets and
liabilities is not separately provided since (i) the current accounting
pronouncements do 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 recourse debt approximate fair value due
to their short-term maturities and variable interest rates. The estimated fair
value of the Partnership’s non-recourse long-term debt was based on the
discounted value of future cash flows expected to be received from the loan
based on recent transactions of this type.





March
      31, 2010Carrying Amount
            
            
            Fair ValueFixed
      rate non-recourse long-term debt
            
            $
            37,262,467
            
            
            $
            38,212,410




(9)
                Transactions
      with Related Parties
  In accordance with the terms of the LP
Agreement, the Partnership paid the General Partner (i) management fees ranging
from 1% to 5% based on a percentage of the rentals recognized either directly by
the Partnership or through its joint ventures and (ii) acquisition fees, through
the end of the reinvestment period, of 3% of the purchase price of the
Partnership’s investments.  In addition, the General Partner was
reimbursed for administrative expenses incurred in connection with the
Partnership’s operations. The General Partner also has a 1% interest in the
Partnership’s profits, losses, cash distributions and liquidation
proceeds.
 
 The
General Partner performs certain services relating to the management of the
Partnership’s equipment leasing and financing activities.  Such
services include, but are not limited to, the collection of lease payments from
the lessees of the equipment, re-leasing services in connection with equipment
which is off-lease, inspections of the equipment, liaising with and general
supervision of lessees to ensure 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.
  9
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 March 31,
2010
 (unaudited)
 (9)
                Transactions
      with Related Parties - continued


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





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


(10)
                Commitments
      and Contingencies


The
Partnership has entered into residual sharing agreements with various third
parties.  In connection with these agreements, residual proceeds
received in excess of specific amounts will be shared with these third parties
based on specific formulas. The obligation related to these agreements is
recorded at fair value.
 
 Each of
ICON Aircraft 123 LLC, a wholly-owned subsidiary (“ICON 123”), and ICON
126 is a party to a residual sharing agreement (the “Airtrade Residual
Sharing Agreement”) with Airtrade Capital Corp. (“Airtrade”). Pursuant to the
terms of the Airtrade Residual Sharing Agreement, all proceeds received in
connection with the sale or lease renewal of the Airbus A340-313X aircraft owned
by ICON 123 (“Aircraft 123”) or Aircraft 126 in excess of the sum of
$8,500,000 and the outstanding loan balance associated with each aircraft
will be allocated 55% to ICON 123 or ICON 126, as applicable, and 45% to
Airtrade.
 
 On
February 23, 2005, ICON Cash Flow Partners L.P. Seven (“L.P. Seven”) assigned to
the Partnership 2.69% 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
approximately $673,000 outstanding debt obligation to the Partnership pursuant
to a contribution agreement that the Partnership had with Comerica Bank. This
assignment increased the Partnership’s rights to the profits, losses, and cash
flows from L.P. Seven’s limited partnership interest from 3.24%, which was
assigned to the Partnership in November 2004, to 5.93%. The repayment amount
represented the General Partner’s estimated fair value of L.P. Seven's interest
in the mobile offshore drilling rig at February 23, 2005. No cash distributions
were received from these rights during the three months ended March 31,
2010.
 
 At the
time the Partnership acquires or divests of its interest in an equipment lease
or other financing transaction, the Partnership may, under very limited
circumstances, agree to indemnify the seller or buyer for specific contingent
liabilities.  The General Partner believes that any liability that may
arise as a result of any such indemnification obligations will not have a
material adverse effect on the consolidated financial condition of the
Partnership taken as a whole.




10
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Item
2.  General Partner’s Discussion and Analysis of Financial Condition
and Results of Operations





The
following is a discussion of our current financial position and results of
operations. This discussion should be read together with our unaudited
consolidated financial statements and related notes included elsewhere in this
Quarterly Report on Form 10-Q and the audited consolidated financial statements
and related notes included in our Annual Report on Form 10-K for the year ended
December 31, 2009.  This discussion should also be read in conjunction
with the disclosures below regarding “Forward-Looking Statements” and the “Risk
Factors” set forth in Item 1A of Part II of this Quarterly Report on Form
10-Q.





As used
in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or
similar terms include ICON Income Fund Eight B L.P. and its consolidated
subsidiaries.





Forward-Looking
Statements





Certain
statements within this Quarterly Report on Form 10-Q 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,” “expect,” “continue,” “further,” “plan,” “seek,”
“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. We undertake no obligation to update publicly or review
any forward-looking statement, whether as a result of new information, future
developments or otherwise.





Overview





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, purchased equipment
and leased it to third-party end users or financed equipment for third parties
and, to a lesser degree, acquired ownership rights to leased equipment at lease
expiration.




Our
General Partner manages and controls our business affairs, including, but not
limited to, our equipment leases and other financing transactions, under the
terms of our LP Agreement. We entered our liquidation period on June 17,
2007.  During our liquidation period, we are selling and will continue
to sell our assets in the ordinary course of business. As we sell our assets,
both rental income and finance income will decrease over time, as will expenses
related to our assets, such as depreciation and amortization expense.
Additionally, interest expense should decrease as we reach the expiration of
leases that were financed and the debt is repaid to the lenders. As leased
equipment is sold, we will incur gains or losses on these sales. We will
continue to liquidate our assets during this period and we expect to see a
reduction in revenue and expenses accordingly.





Recent
Significant Transactions





None.







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Recently
Adopted Accounting Pronouncements





There are
no recent accounting pronouncements that are expected to have a significant
impact on our consolidated financial statements as of March 31, 2010. We have
not adopted any accounting pronouncements during the three months ended March
31, 2010.





Results
of Operations for the Three Months Ended March 31, 2010 (the “2010 Quarter”) and
2009 (the “2009 Quarter”)





Revenue
for the 2010 Quarter and the 2009 Quarter is summarized as follows:





Three Months Ended March
31,2010
            
            
            2009
            
            
            ChangeRental
      income
            
            $
            1,594,091
            
            
            $
            1,594,091
            
            
            $
            -Finance
      income
            
            
            88,217
            
            
            
            158,627
            
            
            
            (70,410
            )Loss
      from investment in joint venture
            
            
            (12,874
            )
            
            
            (19,000
            )
            
            
            6,126Total
      revenue
            
            $
            1,669,434
            
            
            $
            1,733,718
            
            
            $
            (64,284
            )





Total
revenue for the 2010 Quarter decreased $64,284, or 3.7%, as compared to the 2009
Quarter.  The decrease in total revenue was primarily due to a
decrease in finance income, which will continue as the lease with Global
Crossing Telecommunications, Inc. (“Global Crossing”) matures.  This
decrease was partially offset by a decrease in the loss from an investment in
joint venture from our 50% ownership interest in ICON 126.





Expenses
for the 2010 Quarter and the 2009 Quarter are summarized as
follows:





Three Months Ended March
31,2010
            
            
            2009
            
            
            ChangeDepreciation
      and amortization
            
            $
            941,513
            
            
            $
            963,074
            
            
            $
            (21,561
            )Interest
            
            
            565,714
            
            
            
            648,552
            
            
            
            (82,838
            )General
      and administrative
            
            
            195,929
            
            
            
            133,512
            
            
            
            62,417Total
      expenses
            
            $
            1,703,156
            
            
            $
            1,745,138
            
            
            $
            (41,982
            )








Total
expenses for the 2010 Quarter decreased $41,982, or 2.4%, as compared to the
2009 Quarter.  The decrease in total expenses was primarily
attributable to a decrease in interest expense due to a reduction in our
outstanding debt balance.  This decrease was partially offset by an
increase in general and administrative expense that was primarily due to an
increase in certain state tax expenses and certain professional fees during the
2010 Quarter.





Net
Loss





As a
result of the foregoing factors, the net loss for the 2010 Quarter and the 2009
Quarter was $33,722 and $11,420, respectively.  Net loss per weighted
average unit of limited partnership interests outstanding for the 2010 Quarter
and the 2009 Quarter was $0.05 and $0.02, respectively.








12
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Financial
Condition


This
section discusses the major balance sheet variances at March 31, 2010 compared
to December 31, 2009.







Total
Assets


Total
assets decreased $1,458,343, from $47,232,271 at December 31, 2009 to
$45,773,928 at March 31, 2010. The decrease was primarily due to the
depreciation of our leased equipment of $937,927, distributions paid to our
partners of $504,803 and the decrease in our net investment in finance lease of
$543,503 as a result of the collection of rents receivable from our finance
lease with Global Crossing in the amount of $628,134.







Current
Assets


Current
assets increased $123,039, from $2,476,614 at December 31, 2009 to $2,599,653 at
March 31, 2010.  The increase was primarily due to an increase in the
current portion of our finance lease with Global Crossing during the 2010
Quarter, as well as an increase in cash and cash equivalents.





Total
Liabilities





Total
liabilities decreased $919,818, from $39,280,903 at December 31, 2009 to
$38,361,085 at March 31, 2010.  The decrease was primarily due to the
repayment of a portion of the outstanding balance on the non-recourse debt
obligation related to ICON 123.





Current
Liabilities





Current
liabilities increased $42,860, from $4,790,667 at December 31, 2009 to
$4,833,527 at March 31, 2010.  The increase was primarily due to an
increase in deferred revenue related to ICON 123, as well as an increase in
accrued expenses and other current liabilities.  This increase was
partially offset by a decrease due to the repayment of a portion of the
outstanding balance on the non-recourse debt obligation related to ICON
123.





Partners’
Equity





Total partners’ equity decreased
$538,525, from $7,951,368 at December 31, 2009 to $7,412,843 at March 31, 2010.
During our liquidation period, we have distributed substantially all of the
distributable cash from operations and equipment sales to our partners. We also
recorded a net loss during the 2010 Quarter.







Liquidity
and Capital Resources


At March
31, 2010 and December 31, 2009, we had cash and cash equivalents of $196,139 and
$149,843, respectively. During our liquidation period, our main source of cash
is expected to be from operating and investing activities from the sale or
disposal of our assets. Our main use of cash during the liquidation period is
expected to be in financing activities, in the form of debt repayments and cash
distributions to our partners.





Operating
Activities





Sources
of cash from operating activities increased $127,686, from $423,413 in the 2009
Quarter to $551,099 in the 2010 Quarter.  The increase was primarily
due to the collection of our finance lease with Global Crossing.







13
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Financing
Activities





Uses of
cash in financing activities increased $201,920, from $302,883 in the 2009
Quarter to $504,803 in the 2010 Quarter. The increase was primarily due to an
increase in the amount of distributions paid to our partners during the 2010
Quarter.





Financings
and Borrowings





Non-Recourse Debt





At March
31, 2010, we had a non-recourse debt obligation that was being paid directly to
the lender by the lessee and was accruing interest at 6.1095% per year. The
outstanding balance of our non-recourse debt was $37,262,467 and $38,317,033 at
March 31, 2010 and December 31, 2009, respectively. Rental payments from our
existing leases have funded, and we anticipate will continue to fund, these
obligations.




Our
General Partner believes that the cash we currently have available, the cash
being generated from our remaining leases, and the proceeds we expect to receive
from equipment and asset sales will be sufficient 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 us and our lessees’ businesses that are beyond our
control.  At March 31, 2010, we had current assets of $2,599,653 and
current liabilities of $4,833,527, which results in a $2,233,874 working capital
deficit. Of the $4,833,527 of current liabilities, $3,734,909 consisted of
direct payments to a lender to be made by our lessee. These direct payments are
for a debt that had no corresponding current asset due to the classification of
these transactions as operating leases. Therefore, when considering our overall
working capital, direct payments should be excluded. The exclusion of these
payments yields a positive working capital of $1,501,035 at March 31,
2010.





Distributions





We, at
our General Partner’s discretion, paid monthly distributions to each of our
partners beginning the first month after each such partner was admitted through
the end of our reinvestment period, which was on June 16, 2007. During the
liquidation period, we plan to make distributions in accordance with the terms
of our LP Agreement. We expect that distributions made during the liquidation
period will vary, depending on the timing of the sale of our assets and our
receipt of rental and other income from our investments. We paid distributions
to our limited partners and our General Partner during the 2010 Quarter of
$499,755 and $5,048, respectively.





Commitments
and Contingencies and Off-Balance Sheet Transactions





Commitments
and Contingencies





At March
31, 2010, we had non-recourse debt obligations outstanding. The lender has a
security interest in the equipment related to each non-recourse debt instrument
and an assignment of the rental payments under the lease associated with the
equipment. In such cases, the lender is being paid directly by the lessee. If
the lessee defaults on the lease, the equipment would be returned to the lender
in extinguishment of the non-recourse debt. At March 31, 2010, our outstanding
non-recourse debt obligations were $37,262,467. We are a party to the
Facility.  We had no outstanding borrowings under the Facility at
March 31, 2010.




Off-Balance
Sheet Transactions





None.






14
 Table of Contents





Item 3.  Quantitative and Qualitative Disclosures About
Market Risk





There are
no material changes to the disclosures related to this item since the filing of
our Annual Report on Form 10-K for the year ended December 31,
2009.





Item 4T.  Controls and Procedures





Evaluation of disclosure controls
and procedures





In
connection with the preparation of this Quarterly Report on Form 10-Q for the
three months ended March 31, 2010, 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 Co-Chief Executive Officers and Chief Financial 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, as amended. Based on the
foregoing evaluation, the Co-Chief Executive Officers and the Chief Financial
Officer concluded that our General Partner’s disclosure controls and procedures
were effective.





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.





Evaluation
of internal control over financial reporting





There
have been no changes in our internal control over financial reporting during the
three months ended March 31, 2010 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.








15
 Table of Contents







PART II - OTHER INFORMATION





Item 1. Legal Proceedings





In
the ordinary course of conducting our business, we may be 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, cash flows or results of
operations. We are not aware of any material legal proceedings that are
currently pending against us or against any of our assets.





Item 1A. Risk Factors





There
have been no material changes from the risk factors disclosed in “Item 1A. Risk
Factors” of our Annual Report on Form 10-K for the year ended December 31,
2009.





Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds





We did
not sell or redeem any units of limited partnership interests during the three
months ended March 31, 2010.





Item 3. Defaults Upon Senior Securities





Not
applicable.





Item 4. (Removed and Reserved)





Item 5. Other Information





Not
applicable.







16
 Table of Contents







Item 6. Exhibits





3.1
            Amended
      and Restated Agreement of Limited Partnership of Registrant (Incorporated
      by reference to Exhibit 4.1 to Registrant’s Post-Effective Amendment No. 6
      to Form S-1 Registration Statement No. 333-54011 filed with the SEC on May
      19, 2000).4.1
            Certificate
      of Limited Partnership of Registrant (Incorporated by reference to Exhibit
      4.3 to Registrant’s Post-Effective Amendment No. 6 to Form S-1
      Registration Statement No. 333-54011 filed with the SEC on May 19,
      2000).10.1
            Commercial
      Loan Agreement, dated as of August 31, 2005, by and among California Bank
      & Trust and ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC,
      ICON Income Fund Ten, LLC and ICON Leasing Fund Eleven, LLC (Incorporated
      by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K
      dated August 31, 2005).10.2
            Loan
      Modification Agreement, dated as of December 26, 2006, between California
      Bank & Trust and ICON Income Fund Eight B L.P., ICON Income Fund Nine,
      LLC, ICON Income Fund Ten, LLC and ICON Leasing Fund Eleven, LLC
      (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report
      on Form 8-K dated December 26,
      2006).10.3
            Loan
      Modification Agreement, dated as of June 20, 2007, between California Bank
      & Trust, ICON Income Fund Eight B L.P., ICON Income Fund Nine,
      LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC and ICON
      Leasing Fund Twelve, LLC (Incorporated by reference to Exhibit 10.3 to
      Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended
      September 30, 2009, filed November 5,
      2009).10.4
            Third
      Loan Modification Agreement, dated as of May 1, 2008, between California
      Bank & Trust, ICON Income Fund Eight B L.P., ICON Income Fund Nine,
      LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC and ICON
      Leasing Fund Twelve, LLC (Incorporated by reference to Exhibit 10.4 to
      Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
      2008, filed May 15, 2008).10.5
            Fourth
      Loan Modification Agreement, dated as of August 12, 2009, between
      California Bank & Trust, ICON Income Fund Eight B L.P., ICON Income
      Fund Nine, LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC,
      ICON Leasing Fund Twelve, LLC and ICON Equipment and Corporate
      Infrastructure Fund Fourteen, L.P. (Incorporated by reference to Exhibit
      10.1 to Registrant’s Current Report on Form 8-K dated August 12,
      2009).31.1
            Rule
      13a-14(a)/15d-14(a) Certification of Co-Chief Executive
      Officer.31.2
            Rule
      13a-14(a)/15d-14(a) Certification of Co-Chief Executive
      Officer.31.3
            Rule
      13a-14(a)/15d-14(a) Certification of Chief Financial
      Officer.32.1
            Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.


32.2
            Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.3
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. §1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.


17
 Table of Contents






SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





ICON
Income Fund Eight B L.P.
 (Registrant)
 
 By: ICON
Capital Corp.
 (General
Partner of the Registrant)





May 12,
2010
 By:/s/ Michael A.
      ReisnerMichael
      A. ReisnerCo-Chief
      Executive Officer and Co-President
                  (Co-Principal
      Executive Officer)


May 12,
2010


By:/s/ Mark
    GattoMark
      GattoCo-Chief
      Executive Officer and Co-President
                (Co-Principal
      Executive Officer)


May 12,
2010


By:/s/
      Anthony J. BrancaAnthony
      J. BrancaChief
      Financial Officer
              (Principal
      Accounting and Financial
Officer)




18