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
            June 30, 2008




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)
            (IRS
      Employer Identification Number)





100 Fifth Avenue, 4thFloor, New York, New York
            10011-1505(Address
      of principal executive offices)
            (Zip
      code)





(212) 418-4700Registrant'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 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 [  ]  No [x]





Number of
outstanding limited liability company shares of the registrant on July 31, 2008
is 740,380.















ICON Income Fund Eight B L.P.
              Table
      of ContentsPART I - FINANCIAL INFORMATION
            PageItem 1.  Condensed Consolidated Financial
      StatementsCondensed Consolidated Balance Sheets
            1Condensed Consolidated Statement of
      Operations
            2Condensed Consolidated Statement of Changes in Partners’
      Equity
            3Condensed Consolidated Statement of Cash
      Flows
            4Notes to Condensed Consolidated Financial
      Statements
            6Item
      2.  General Partner’s Discussion and Analysis of Financial
      Condition andResults
      of Operations
            15Item 3. Quantitative and Qualitative Disclosures About
      Market Risk
            22Item 4T. Controls and Procedures
            23PART II – OTHER INFORMATIONItem 1. Legal Proceedings
            
            24Item 1A.   Risk
Factors
            
            24Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
            24Item 3. Defaults Upon Senior
Securities
            24Item 4. Submission of Matters to a Vote of Security
      Holders
            24Item 5. Other Information
            
            24Item 6. Exhibits
            
            25Signatures
            
            26








Table of Contents


PART I – FINANCIAL INFORMATION





Item 1.  Condensed Consolidated Financial
Statements





ICON Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Condensed
      Consolidated Balance SheetsAssetsJune
      30,2008
            
            
            December
      31,(unaudited)
            
            
            2007Current
      assetsCash
      and cash equivalents
            
            $
            196,271
            
            
            $
            414,156Current
      portion of net investment in finance lease
            
            
            1,882,707
            
            
            
            1,764,768Other
      current assets
            
            
            32,597
            
            
            
            22,130Total
      current assets
            
            
            2,111,575
            
            
            
            2,201,054Non-current
      assetsNet
      investment in finance lease, less current portion
            
            
            3,948,821
            
            
            
            4,920,691Leased
      equipment at cost (less accumulated depreciationof
      $28,012,323 and $26,103,232, respectively)
            
            
            47,404,397
            
            
            
            53,201,855Investment
      in joint venture
            
            
            1,377,654
            
            
            
            3,413,505Other
      non-current assets, net
            
            
            1,369,420
            
            
            
            1,376,116Total
      non-current assets
            
            
            54,100,292
            
            
            
            62,912,167Total
      Assets
            
            $
            56,211,867
            
            
            $
            65,113,221Liabilities
      and Partners' EquityCurrent
      liabilitiesCurrent
      portion of non-recourse long-term debt
            
            $
            3,913,850
            
            
            $
            3,795,917Revolving
      line of credit, recourse
            
            
            1,255,000
            
            
            
            1,255,000Deferred
      revenue
            
            
            368,182
            
            
            
            286,364Due
      to affiliates
            
            
            143,070
            
            
            
            143,070Accrued
      expenses and other current liabilities
            
            
            292,515
            
            
            
            239,595Total
      current liabilities
            
            
            5,972,617
            
            
            
            5,719,946Non-current
      liabilitiesNon-recourse
      long-term debt, net of current portion
            
            
            40,359,373
            
            
            
            42,346,303Total
      Liabilities
            
            
            46,331,990
            
            
            
            48,066,249Commitments
      and contingenciesPartners'
      EquityGeneral
      Partner
            
            
            (550,261
            )
            
            
            (478,624
            )Limited
      Partners
            
            
            10,430,138
            
            
            
            17,525,596Total
      Partners' Equity
            
            
            9,879,877
            
            
            
            17,046,972Total
      Liabilities and Partners' Equity
            
            $
            56,211,867
            
            
            $
            65,113,221







See accompanying
notes to condensed consolidated financial statements


1
 Table of Contents







ICON Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Condensed
      Consolidated Statements of Operations(unaudited)Three
      Months Ended June 30,
            
            
            Six
      Months Ended June 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenue:Rental
      income
            
            $
            1,594,091
            
            
            $
            1,812,232
            
            
            $
            3,188,182
            
            
            $
            5,332,017Finance
      income
            
            
            205,342
            
            
            
            260,783
            
            
            
            425,198
            
            
            
            260,783Loss
      from investments in joint ventures
            
            
            (2,009,165
            )
            
            
            (78,492
            )
            
            
            (2,050,851
            )
            
            
            (158,099
            )Net
      gain (loss) on sales of equipment
            
            
            -
            
            
            
            318,060
            
            
            
            -
            
            
            
            (621,012
            )Interest
      and other income
            
            
            23
            
            
            
            51,738
            
            
            
            343
            
            
            
            66,730Total
      revenue
            
            
            (209,709
            )
            
            
            2,364,321
            
            
            
            1,562,872
            
            
            
            4,880,419Expenses:Depreciation
      and amortization
            
            
            964,068
            
            
            
            1,034,406
            
            
            
            1,931,952
            
            
            
            2,621,240Impairment
      loss
            
            
            3,888,367
            
            
            
            -
            
            
            
            3,888,367
            
            
            
            -Interest
            
            
            719,349
            
            
            
            868,107
            
            
            
            1,439,352
            
            
            
            1,727,972General
      and administrative
            
            
            94,427
            
            
            
            99,977
            
            
            
            438,405
            
            
            
            267,226Total
      expenses
            
            
            5,666,211
            
            
            
            2,002,490
            
            
            
            7,698,076
            
            
            
            4,616,438(Loss)
      income before minority interest
            
            
            (5,875,920
            )
            
            
            361,831
            
            
            
            (6,135,204
            )
            
            
            263,981Minority
      interest
            
            
            -
            
            
            
            76,997
            
            
            
            -
            
            
            
            100,178Net
      (loss) income
            
            $
            (5,875,920
            )
            
            $
            284,834
            
            
            $
            (6,135,204
            )
            
            $
            163,803Net
      (loss) income allocable to:Limited
      Partners
            
            $
            (5,817,161
            )
            
            $
            281,986
            
            
            $
            (6,073,852
            )
            
            $
            162,165General
      Partner
            
            
            (58,759
            )
            
            
            2,848
            
            
            
            (61,352
            )
            
            
            1,638$
            (5,875,920
            )
            
            $
            284,834
            
            
            $
            (6,135,204
            )
            
            $
            163,803Weighted
      average number of limitedpartnership
      units outstanding
            
            
            740,380
            
            
            
            741,365
            
            
            
            740,442
            
            
            
            741,447Net
      (loss) income per weighted averagelimited
      partnership units
            
            $
            (7.86
            )
            
            $
            0.38
            
            
            $
            (8.20
            )
            
            $
            0.22








See accompanying
notes to condensed consolidated financial statements


2
 Table of Contents







ICON Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Condensed
      Consolidated Statement of Changes in Partners' EquityLimitedPartnership
            
            
            
            
            
            
            
            
            TotalUnits
            
            
            Limited
            
            
            General
            
            
            Partners'Outstanding
            
            
            Partners
            
            
            Partner
            
            
            EquityBalance,
      December 31, 2007
            
            
            740,530
            
            
            $
            17,525,596
            
            
            $
            (478,624
            )
            
            $
            17,046,972Limited
      partnership units redeemed
            
            
            (150
            )
            
            
            (3,473
            )
            
            
            -
            
            
            
            (3,473
            )Cash
      distributions to partners
            
            
            -
            
            
            
            (509,118
            )
            
            
            (5,143
            )
            
            
            (514,261
            )Net
      loss
            
            
            -
            
            
            
            (256,691
            )
            
            
            (2,593
            )
            
            
            (259,284
            )Period
      ended March 31, 2008 (unaudited)
            
            
            740,380
            
            
            $
            16,756,314
            
            
            $
            (486,360
            )
            
            $
            16,269,954Cash
      distributions to partners
            
            
            -
            
            
            
            (509,015
            )
            
            
            (5,142
            )
            
            
            (514,157
            )Net
      loss
            
            
            -
            
            
            
            (5,817,161
            )
            
            
            (58,759
            )
            
            
            (5,875,920
            )Period
      ended June 30, 2008 (unaudited)
            
            
            740,380
            
            
            $
            10,430,138
            
            
            $
            (550,261
            )
            
            $
            9,879,877







See accompanying
notes to condensed consolidated financial statements


3
 Table of Contents








ICON Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Condensed
      Consolidated Statements of Cash Flows(unaudited)Six
      Months Ended June 30,2008
            
            
            2007Cash
      flows from operating activities:Net
      (loss) income
            
            $
            (6,135,204
            )
            
            $
            163,803Adjustments
      to reconcile net (loss) income to net cash provided byoperating
      activities:Rental
      income paid directly to lenders by lessees
            
            
            (3,270,000
            )
            
            
            (4,888,924
            )Finance
      income
            
            
            (425,198
            )
            
            
            (260,783
            )Net
      loss on sales of equipment
            
            
            -
            
            
            
            621,012Loss
      from investments in joint ventures
            
            
            2,050,851
            
            
            
            158,099Depreciation
      and amortization
            
            
            1,931,952
            
            
            
            2,621,240Impairment
      loss
            
            
            3,888,367
            
            
            
            -Interest
      expense on non-recourse financing paid directly to lenders by
      lessees
            
            
            1,401,003
            
            
            
            1,543,099Interest
      expense from amortization of debt financing costs
            
            
            9,333
            
            
            
            -Minority
      interest
            
            
            -
            
            
            
            100,178Changes
      in operating assets and liabilities:Collection
      of finance lease
            
            
            1,256,268
            
            
            
            696,108Due
      from/to General Partner and affiliates
            
            
            -
            
            
            
            141,278Other
      assets
            
            
            (13,104
            )
            
            
            192,435Deferred
      revenue
            
            
            81,818
            
            
            
            51,464Accrued
      expenses and other current liabilities
            
            
            52,920
            
            
            
            (350,686
            )Distributions
      to/from joint ventures and minority interest
            
            
            -
            
            
            
            (99,800
            )Net
      cash provided by operating activities
            
            
            829,006
            
            
            
            688,523Cash
      flows from investing activities:Distributions
      received from joint ventures
            
            
            -
            
            
            
            633,828Proceeds
      from sales of equipment
            
            
            -
            
            
            
            6,176,402Purchase
      of leased equipment
            
            
            -
            
            
            
            (7,754,746
            )Cash
      investment in joint ventures
            
            
            (15,000
            )
            
            
            -Net
      cash used in investing activities
            
            
            (15,000
            )
            
            
            (944,516
            )Cash
      flows from financing activities:Cash
      distributions to partners
            
            
            (1,028,418
            )
            
            
            (2,996,084
            )Proceeds
      from revolving line of credit
            
            
            -
            
            
            
            3,630,000Distributions
      paid to minority interest holders
            
            
            -
            
            
            
            (568,490
            )Redemption
      of limited partnership units
            
            
            (3,473
            )
            
            
            (25,298
            )Net
      cash (used in) provided by financing activities
            
            
            (1,031,891
            )
            
            
            40,128Net
      decrease in cash and cash equivalents
            
            
            (217,885
            )
            
            
            (215,865
            )Cash
      and cash equivalents, beginning of the period
            
            
            414,156
            
            
            
            888,290Cash
      and cash equivalents, end of the period
            
            $
            196,271
            
            
            $
            672,425







See accompanying
notes to condensed consolidated financial statements


4
 Table of Contents








ICON
      Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Condensed
      Consolidated Statements of Cash Flows(unaudited)Six
      Months Ended June 30,2008
            
            
            2007Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
            
            $
            38,530
            
            
            $
            184,873Supplemental
      disclosure of non-cash investing and financing activities:Principal
      and interest paid directly to lenders by lessees
            
            $
            3,270,000
            
            
            $
            6,181,041Transfer
      of leased equipment to direct finance lease
            
            $
            -
            
            
            $
            7,743,990Payment
      of maintenance costs
            
            $
            -
            
            
            $
            1,546,000








See accompanying
notes to condensed consolidated financial statements


5
 Table of Contents
 ICON Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 June 30,
2008
 (unaudited)


(1)
            Basis
      of Presentation and Consolidation





The
accompanying condensed consolidated financial statements of ICON Income Fund
Eight B L.P. (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.  Accordingly, they do not include all of the information and
footnotes required by US GAAP for complete financial statements.  In
the opinion of ICON Capital Corp. (the “General Partner”), all adjustments
considered necessary for a fair presentation have been
included.  These condensed 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,
2007.  The results for the interim period are not necessarily
indicative of the results for the full year.





The
condensed 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
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
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.





(2)
            Organization





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-party end users,
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 Partnership is currently in the
liquation period, which commenced on June 17, 2007.





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





6
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 June 30,
2008
 (unaudited)


(2)
            Organization
      – continued





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.





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 their adjusted capital contribution account to
zero and (b) received, in addition, other distributions and allocations that
would provide an 8% per year cumulative return on their outstanding adjusted
capital contribution account. After such time, the distributions will be
allocated 90% to the limited partners and 10% to the General
Partner.





(3)
            Summary
      of Significant Accounting Policies







Use of
Estimates





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





Reclassifications





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





Asset
Impairments





The
significant assets in the Partnership’s portfolio are periodically
reviewed, no less frequently than annually, to determine whether events or
changes in circumstances indicate that the carrying value of an asset may
not be recoverable. An impairment loss will be recognized only if the carrying
value of a long-lived asset is not recoverable and exceeds its fair market
value. If there is an indication of impairment, the Partnership will
estimate the future cash flows (undiscounted and without interest charges)
expected 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.  If
an impairment is determined to exist, the impairment loss will be measured as
the amount by which the carrying value of a long-lived asset exceeds its fair
value and recorded in the consolidated statement of operations in the period the
determination is made.




7
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 June 30,
2008
 (unaudited)





(3)
            Summary
      of Significant Accounting Policies -
continued





The
events or changes in circumstances that 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 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 debt where the lessee
remits its rental payments directly to the lender and the Partnership does not
recover its residual position until the non-recourse debt is repaid in full. The
preparation of the undiscounted cash flows requires the use of assumptions and
estimates, including the level of future rents, the residual value expected to
be realized upon disposition of the asset, estimated downtime between re-leasing
events and the amount of re-leasing costs. The General Partner’s review for
impairment includes a consideration of the existence of impairment indicators
including third party appraisals, published values for similar assets, recent
transactions for similar assets, adverse changes in market conditions for
specific asset types and the occurrence of significant adverse changes in
general industry and market conditions that could affect the fair value of the
asset.





Recent
Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 157, “Accounting
for Fair Value Measurement” (“SFAS No. 157”).  SFAS No. 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and establishes a hierarchy that
categorizes and prioritizes the sources to be used to estimate fair value. SFAS
No. 157 also expands financial statement disclosures about fair value
measurements.  On February 12, 2008, the FASB issued FASB Staff Position
(“FSP”) SFAS No. 157-2 (“FSP 157-2”), which delayed the effective date of SFAS
No. 157 for one year, for all non-financial assets and non-financial
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). On February
14, 2008, the FASB issued FSP No. 157-1, which amended SFAS No. 157 to
exclude SFAS No. 13, “Accounting for Leases” and other accounting pronouncements
that address fair value measurements of leases from the provisions of SFAS No.
157.  SFAS No. 157 and FSP 157-2 are effective for the
Partnership’s financial statements beginning January 1, 2008.  The
General Partner assessed the impact of SFAS No. 157 and concluded that there is
no impact to the financial statements or the notes to the financial
statements.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities—including an Amendment of SFAS
No. 115” (“SFAS No. 159”), which permits but does not require the Partnership to
measure financial instruments and certain other items at fair value. Unrealized
gains and losses on items for which the fair value option has been elected are
reported in earnings.  The Partnership has not elected to fair
value any of its financial instruments under the provisions of SFAS No.
159.





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





8
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 June 30,
2008
 (unaudited)





(4)
            Net
      Investment in Finance Lease





Net
investment in finance lease consisted of the following at June 30, 2008 and
December 31, 2007:





June
      30,2008
            
            
            December
      31,(unaudited)
            
            
            2007Minimum
      rents receivable
            
            $
            6,909,479
            
            
            $
            8,165,747Estimated
      residual value
            
            
            1
            
            
            
            1Initial
      direct costs, net
            
            
            61,252
            
            
            
            84,113Unearned
      income
            
            
            (1,139,204
            )
            
            
            (1,564,402
            )Net
      investment in finance lease
            
            
            5,831,528
            
            
            
            6,685,459Less:  Current
      portion of net investment in finance lease
            
            
            1,882,707
            
            
            
            1,764,768Net
      investment in finance lease, less current portion
            
            $
            3,948,821
            
            
            $
            4,920,691





Non-cancelable
minimum annual amounts due on investment in finance lease over the next five
years were as follows at June 30, 2008:





Years  EndingDecember 31,For
      July 1 to December 31, 2008
            
            $
            1,256,2692009
            
            
            2,512,5382010
            
            
            2,512,5382011
            
            
            628,134$
            6,909,479




The
Partnership had an investment in finance leases consisting of 120 Noritsu
Optical/Digital photo processing mini-labs subject to lease with K-Mart
Corporation (“K-Mart”).  The leases were scheduled to expire on
various dates through April 2008.  However, on February 9, 2007, the
Partnership sold all of the remaining equipment previously on lease to K-Mart
for approximately $254,100 and recognized a gain on the sale of the equipment of
approximately $111,000.





The
Partnership had an investment in a finance lease, since August 2000, with Regus
Business Centre Corp. ("Regus"), which leased office, telecommunications and
computer equipment from the Partnership under the terms of a finance
lease.  On February 28, 2007, the lease expired and Regus purchased
the equipment for $1, as provided for in the amended lease.





On March
30, 2007, the Partnership purchased telecommunications equipment totaling
approximately $7,755,000 from various vendors, which was leased to Global
Crossing Telecommunications, Inc. on April 1, 2007.  The lease expires
on March 31, 2011.  Initial direct costs of approximately $124,000
were incurred as part of the purchase.  The General Partner did not take
any acquisition fees on the purchase.





9
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 June 30,
2008
 (unaudited)




(5)
            Leased
      Equipment at Cost





Investments
in leased equipment at cost consisted of the following at June 30, 2008 and
December 31, 2007:





June
      30,2008
            
            
            December
      31,(unaudited)
            
            
            2007Aircraft
      and aircraft related equipment
            
            $
            79,305,087
            
            
            $
            79,305,087Accumulated
      depreciation
            
            
            (28,012,323
            )
            
            
            (26,103,232
            )Accumulated
      impairment
            
            
            (3,888,367
            )
            
            
            -$
            47,404,397
            
            
            $
            53,201,855





Depreciation expense for the three
months ended June 30, 2008 and 2007 was $954,545 and $1,008,044,
respectively.  Depreciation expense for the six months ended June 30,
2008 and 2007 was $1,909,091 and $2,582,379, respectively.





ICON
Aircraft 47820, LLC (“Aircraft 47820”) was a joint venture between the
Partnership and ICON Income Fund Nine, LLC (“Fund Nine”), an entity also managed
by the General Partner, which had ownership interests of 90% and 10%,
respectively.  Aircraft 47820 was formed for the purpose of acquiring
an investment in a McDonnell Douglas DC-10-30F aircraft and two spare engines
(the “Aircraft and Engines”) on lease to Federal Express Corporation
(“FedEx”).  On March 30, 2007, Aircraft 47820 sold the Aircraft and
Engines to FedEx for $5,475,000.  The Partnership recognized a loss on
the sale of the Aircraft and Engines of approximately $1,025,000 in the first
quarter of 2007.





On August
8, 2007, the Partnership sold all of its rights in five Pratt and Whitney 2037
aircraft engine modules on lease to American Airlines, Inc. (formerly TWA
Airlines LLC), to an unaffiliated third party for a gross sales price of
$6,050,000.  In connection with the sale, the Partnership incurred
legal fees and sales commissions of approximately $331,000; relinquished
previously collected security deposits and prepaid rent related to the engine
modules of approximately $172,000; and recorded net proceeds of approximately
$5,547,000 and a gain on sale of approximately $1,042,000.





In light
of unprecedented high fuel prices and the related impact on the airline
industry, on June 30, 2008, the General Partner reviewed the Partnership’s
investment in an Airbus A340-313X, a four engine aircraft (“Aircraft 123”) in
ICON Aircraft 123, LLC (“ICON 123”), a wholly-owned subsidiary.  In
accordance with the provisions of FASB Statement No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”) and based upon
recent changes in the airline industry, the General Partner determined the
aircraft owned by ICON 123 was impaired.





The
following factors, among others, indicated that the full residual value of
Aircraft 123 might not be recoverable: (i) indications that lenders are willing
to finance less of the acquisition cost of four-engine aircraft, which is
increasing with each dollar rise of the price of fuel, thereby undermining the
residual value expectations of such aircraft; (ii) the rising cost of fuel is
increasing the operating costs of four-engine aircraft and similar capacity
twin-engine aircraft, thereby making such aircraft less attractive investments
at this time and thereby depressing the current market for Aircraft 123; and
(iii) the likelihood of aircraft operators switching to more efficient aircraft,
thereby depressing the market for Aircraft 123.





10
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 June 30,
2008
 (unaudited)





(5)
            Leased
      Equipment at Cost - continued





Based on
the General Partner’s review, the residual value of Aircraft 123 exceeded the
expected undiscounted future cash flows of Aircraft 123 and, as a result, the
Partnership recognized an impairment charge representing the difference between
the aircraft residual value and the fair market value of Aircraft 123.  The
fair market value of Aircraft 123 was determined using a market approach, a
recent appraisal for Aircraft 123 and recent sales of similar aircraft, as well
as other factors, including those discussed above.  As a result, the
Partnership recognized an impairment loss on Aircraft 123 of
$3,888,367.





ICON
Cheyenne, LLC (“ICON Cheyenne”) was a joint venture among the Partnership, ICON
Cash Flow Partners L.P. Seven and ICON Income Fund Eight A L.P., entities also
managed by the General Partner, which had ownership interests of 97.73%, 1.27%,
and 1.00%, respectively.  During the second quarter of 2007, ICON
Cheyenne sold all of its remaining equipment to a third party for total sales
proceeds of approximately $111,000.  ICON Cheyenne recognized a total
gain on the sale of approximately $110,000.





ICON SPK
2023-A, LLC (“ICON SPK”) was a joint venture between the Partnership and Fund
Nine, which had ownership interests of 74.87% and 25.13%,
respectively.  During the second quarter of 2007, ICON SPK sold all of
its remaining equipment to a third party for total sales proceeds of
approximately $348,000.  ICON SPK recognized a gain on the sale of
approximately $264,000.





Aggregate
annual minimum future rentals receivable from each of the Partnership’s
non-cancelable operating leases consisted of the following at June 30,
2008:





Years  EndingDecember 31,For
      July 1 to December 31, 2008
            
            $
            3,270,0002009
            
            $
            6,540,0002010
            
            $
            6,090,0002011
            
            $
            4,455,000





(6)
            Investments
      in Joint Ventures







ICON
Aircraft 46835, LLC





ICON
Aircraft 46835, LLC (“Aircraft 46835”) was a joint venture between the
Partnership and Fund Nine, which had ownership interests of 15% and 85%,
respectively.  Aircraft 46835 was formed for the purpose of acquiring
an investment in a McDonnell Douglas DC-10-30F aircraft (the “Aircraft”) on
lease with FedEx.  On March 30, 2007, Aircraft 46835 sold the Aircraft
to FedEx for $4,260,000 and recognized a loss on the sale of the Aircraft of
approximately $640,000.  The final lease payment was paid to the
lender, satisfying all remaining debt obligations.







11
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 June 30,
2008
 (unaudited)





(6)
            Investments
      in Joint Ventures - continued





ICON
Aircraft 126, LLC





ICON
Aircraft 126, LLC (“ICON 126”) is a joint venture between the Partnership and
Fund Nine, which was formed for the purpose of acquiring all of the outstanding
shares of Delta Aircraft Leasing Limited, a Cayman Islands registered company
that owns, through an owner trust, an Airbus A340-313X aircraft (“Aircraft 126”)
that is on lease to Cathay. The lease is scheduled to expire on July 1,
2011.  The Partnership and Fund Nine each have interests of 50% in
ICON 126.





On
January 30, 2007, ICON 126 paid approximately $143,000 in maintenance costs from
the remaining balance in its maintenance account on behalf of ICON
123.  ICON 123 will reimburse ICON 126 for the maintenance shortfall
when the aircraft owned by ICON 123 is sold.





In light
of unprecedented high fuel prices and the related impact on the airline
industry, on June 30, 2008, the General Partner reviewed the Partnership’s
investment in Aircraft 126 in ICON 126.  In accordance with the
provisions of SFAS No. 144 and based upon recent changes in the airline
industry, the General Partner determined the aircraft owned by ICON 126 was
impaired.





The
following factors, among others, indicated that the full residual value of
Aircraft 126 might not be recoverable: (i) indications that lenders are willing
to finance less of the acquisition cost of four-engine aircraft, which is
increasing with each dollar rise of the price of fuel, thereby undermining the
residual value expectations of such aircraft; (ii) the rising cost of fuel is
increasing the operating costs of four-engine aircraft and similar capacity
twin-engine aircraft, thereby making such aircraft less attractive investments
at this time and thereby depressing the current market for Aircraft 126; and
(iii) the likelihood of aircraft operators switching to more efficient aircraft,
thereby depressing the market for Aircraft 126.





Based on
the General Partner’s review, the residual value of Aircraft 126 exceeded the
expected undiscounted future cash flows of Aircraft 126 and, as a result, ICON
126 recognized an impairment charge representing the difference between the
aircraft residual value and the fair market value of Aircraft 126.  The
fair market value of Aircraft 126 was determined using a market approach, a
recent appraisal for Aircraft 126 and recent sales of similar aircraft, as well
as other factors, including those discussed above.  As a result, ICON
126 recognized an impairment loss on Aircraft 126 of approximately $3,900,000,
of which the Partnership’s share was approximately $1,950,000.





Information
as to the results of operations of ICON 126 for the three and six months ended
June 30, 2008 and 2007, respectively, are summarized below:





Three
      Months Ended June 30,
            
            
            Six
      Months Ended June 30,(unaudited)
            
            
            (unaudited)2008
            
            
            2007
            
            
            2008
            
            
            2007Net
      loss
            
            $
            (4,018,329
            )
            
            $
            (154,520
            )
            
            $
            (4,101,701
            )
            
            $
            (338,828
            )Partnership's
      share of net loss
            
            $
            (2,009,165
            )
            
            $
            (77,260
            )
            
            $
            (2,050,851
            )
            
            $
            (169,414
            )





12
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 June 30,
2008
 (unaudited)





(7)
            Non-Recourse
      Long-Term Debt





The
Partnership’s non-recourse debt is paid directly to the lender by the lessee and
accrues interest at 6.1095% per year. The outstanding balance of the
non-recourse debt at June 30, 2008 and December 31, 2007 was $44,273,223 and
$46,142,220, respectively.





The
Partnership had another non-recourse long-term debt obligation in connection
with Aircraft 47820 which was also paid directly to the lender by the lessee.
The debt accrued interest at 4.035%. The final lease payment of approximately
$2,900,000 was paid to the lender of the non-recourse debt upon the sale of the
Aircraft and Engines on March 30, 2007 (see Note 5), satisfying all remaining
debt obligations.





(8)
            Revolving
      Line of Credit, Recourse





The
Partnership, along with Fund Nine, ICON Income Fund Ten, LLC (“Fund Ten”), ICON
Leasing Fund Eleven, LLC (“Fund Eleven”), and ICON Leasing Fund Twelve, LLC
(“Fund Twelve”) (entities sponsored and organized by the General
Partner) (collectively, the “Borrowers”) are parties to a Commercial Loan
Agreement (the “Loan Agreement”) with California Bank & Trust (the
“Lender”). The Loan Agreement originally provided for a revolving line of credit
of up to $17,000,000 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 severally liable for all amounts borrowed 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 in which the Borrowers have a
beneficial interest.





The
Facility was originally set to expire on September 30, 2008 and established (i)
the interest rate for advances under the Facility at the Lender’s prime rate and
(ii) the interest rate on the five separate advances that are permitted to be
made under the Facility at which United States dollar deposits can be acquired
by the Lender at the London Interbank Eurocurrency Market Rate plus 2.5%. The
interest rate at June 30, 2008 was 5%.





On May 1,
2008, the Borrowers entered into a Loan Modification Agreement. The agreement
increased the revolving line of credit up to $30,000,000 and extended the
expiration date to April 30, 2010. The Borrowers may request a one year
extension to the revolving line of credit within 390 days of the expiration
date, but the Lender has no obligation to extend. The quarterly unused
commitment fee of 0.5% was reduced to 0.25% on unused commitments under the
Facility.





The
Borrowers were in compliance with the covenants under the Loan Agreement at June
30, 2008.





Aggregate
borrowings by all Borrowers under the Facility amounted to $1,255,000 at June
30, 2008.  The Partnership had $1,255,000 in borrowings outstanding
under the Facility as of such date.




13
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 June 30,
2008
 (unaudited)




(9)
            Transactions
      with Related Parties





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





The
General Partner performs certain services relating to the management of the
Partnership’s equipment leasing and financing 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, liaising with and general supervision of lessees
to assure that the equipment is being properly operated and maintained,
monitoring performance by the lessees of their obligations under the leases and
the payment of operating expenses.





Administrative
expense reimbursements are costs incurred by the General Partner that are
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.





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.





The
General Partner also has a 1% interest in the Partnership’s profits, losses,
cash distributions and liquidation proceeds.  The Partnership paid
distributions to the General Partner of $10,285 for the six months ended June
30, 2008.  The General Partner’s interest in the Partnership’s net
(loss) income for the three months ended June 30, 2008 and 2007 was $(58,759)
and $2,848, respectively. The General Partner’s interest in the Partnership’s
net (loss) income for the six months ended June 30, 2008 and 2007 was $(61,352)
and $1,638, respectively.





In
January 2007, ICON 123 repaid outstanding maintenance costs of approximately
$1,546,000 with the balance in its reserve account of approximately $1,403,000,
inclusive of accreted interest. The remaining balance of approximately $143,000
was borrowed from ICON 126 and will be reimbursed when the aircraft owned by
ICON 123 is sold.  At June 30, 2008, ICON 126’s balance in its reserve
account was approximately $96,000, inclusive of accreted interest.




(10)
              Concentrations


At June
30, 2008, the Partnership had approximately 84.3% of its assets and
approximately 95.6% of its liabilities concentrated in the airline industry. At
December 31, 2007, the Partnership had approximately 81.8% of its assets and
approximately 95.9% of its liabilities concentrated in the airline
industry.





For the
three and six months ended June 30, 2008, the Partnership had two lessees that
accounted for 100% of total rental and finance income.  For the three
and six months ended June 30, 2007, the Partnership had two lessees that
accounted for 89.5% and 86.0%, respectively, of total rental and finance
income.





14
 Table of Contents


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





The
following is a discussion of our results of operations and current financial
position. This discussion should be read together with our unaudited condensed
consolidated financial statements and related notes included elsewhere in this
Quarterly Report, Part II, Item 1A. Risk Factors, and the audited consolidated
financial statements and related notes included in our Annual Report on Form
10-K for the year ended December 31, 2007.




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,” “expects,” “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. Some of our equipment leases were acquired for cash and provide
current cash flow, which we refer to as “income” leases. For our other equipment
leases, we financed the majority of the purchase price through borrowings from
third parties. 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 was used to service the indebtedness
associated with acquiring or financing the lease. For these leases, we
anticipated that the future value of the leased equipment will exceed the cash
portion of the purchase price.





We began
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 lender.  As leased equipment is sold, we will experience
both gains and 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.







15
 Table of Contents







At June
30, 2008, our portfolio, which we hold either directly or through joint venture
investments with affiliates, consisted primarily of the following equipment
subject to lease:





Air
Transportation Equipment





·
            We
      own an Airbus A340-313X aircraft and have a 50% interest in a second
      Airbus A340-313X aircraft, both on lease to Cathay Pacific Airways Limited
      (“Cathay”).  The leases are scheduled to expire on October 1,
      2011 and July 1, 2011,
respectively.





Telecommunications
Equipment





·
            We
      own telecommunications equipment on lease to Global Crossing
      Telecommunications, Inc. (“Global Crossing”). The lease is scheduled to
      expire on March 31, 2011.





Energy
Equipment





·
            We
      have a 5.93% interest in the rights to the profits, losses and cash flows
      from an entity that owns a 50.0% interest in a mobile offshore drilling
      rig subject to a lease with Rowan Companies,
  Inc.





Recent
Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards (“SFAS”) No. 157, “Accounting
for Fair Value Measurement” (“SFAS No. 157”).  SFAS No. 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and establishes a hierarchy that
categorizes and prioritizes the sources to be used to estimate fair value. SFAS
No. 157 also expands financial statement disclosures about fair value
measurements.  On February 12, 2008, the FASB issued FASB Staff Position
(“FSP”) SFAS No. 157-2 (“FSP 157-2”), which delayed the effective date of SFAS
No. 157 for one year, for all non-financial assets and non-financial
liabilities, except those that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). On February
14, 2008, the FASB issued FSP No. 157-1, which amended SFAS No. 157 to
exclude SFAS No. 13, “Accounting for Leases” and other accounting pronouncements
that address fair value measurements of leases from the provisions of SFAS No.
157.  SFAS No. 157 and FSP 157-2 are effective for our financial
statements beginning January 1, 2008.  Our General Partner assessed
the impact of SFAS No. 157 and concluded that there is no impact to the
financial statements or the notes to the financial statements.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities—including an Amendment of SFAS
No. 115” (“SFAS No. 159”), which permits but does not require us to measure
financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been elected are
reported in earnings.  We did not elect to fair value any of our
financial instruments under the provisions of SFAS No. 159.





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




16
 Table of Contents






Results
of Operations for the Three Months Ended June 30, 2008 (the “2008 Quarter”) and
2007 (the “2007 Quarter”)





Revenue
for the 2008 Quarter and 2007 Quarter are summarized as follows:








Three Months Ended June 30,2008
            
            
            2007
            
            
            ChangeRental
      income
            
            $
            1,594,091
            
            
            $
            1,812,232
            
            
            $
            (218,141
            )Finance
      income
            
            
            205,342
            
            
            
            260,783
            
            
            
            (55,441
            )Loss
      from investments in joint ventures
            
            
            (2,009,165
            )
            
            
            (78,492
            )
            
            
            (1,930,673
            )Net
      gain on sales of equipment
            
            
            -
            
            
            
            318,060
            
            
            
            (318,060
            )Interest
      and other income
            
            
            23
            
            
            
            51,738
            
            
            
            (51,715
            )Total
      revenue
            
            $
            (209,709
            )
            
            $
            2,364,321
            
            
            $
            (2,574,030
            )





Total
revenue for the 2008 Quarter decreased $2,574,030, or 108.9%, as compared to the
2007 Quarter.  The increase in loss from investments in joint ventures
was primarily related to a higher net loss reported by ICON Aircraft 126, LLC
(“ICON 126”), a non-consolidated subsidiary in which we have a 50% ownership
interest.  ICON 126 recognized an impairment loss of approximately
$3,900,000 in the 2008 Quarter.  There was no impairment loss
recognized in the 2007 Quarter.  The net gain on sales of equipment
during the 2007 Quarter was primarily due to the sale of the assets of two
majority-owned subsidiaries – ICON SPK 2023-A, LLC (“ICON SPK”) and ICON
Cheyenne, LLC (“ICON Cheyenne”).  The decrease in rental income was
mainly due to the sale of aircraft engine modules previously on lease to
American Airlines, Inc. (formerly TWA Airlines LLC) in August 2007, which
accounted for approximately $182,000 of the change in rental
income.





Expenses
for the 2008 Quarter and the 2007 Quarter are summarized as
follows:





Three Months Ended June 30,2008
            
            
            2007
            
            
            ChangeDepreciation
      and amortization
            
            $
            964,068
            
            
            $
            1,034,406
            
            
            $
            (70,338
            )Impairment
      loss
            
            
            3,888,367
            
            
            
            -
            
            
            
            3,888,367Interest
            
            
            719,349
            
            
            
            868,107
            
            
            
            (148,758
            )General
      and administrative
            
            
            94,427
            
            
            
            99,977
            
            
            
            (5,550
            )Total
      expenses
            
            $
            5,666,211
            
            
            $
            2,002,490
            
            
            $
            3,663,721





Total
expenses for the 2008 Quarter increased $3,663,721, or 183.0%, from the 2007
Quarter.  The increase in impairment loss was due to the impairment
charge recognized on the aircraft held by ICON Aircraft 123, LLC (“ICON 123”), a
wholly-owned subsidiary, in the 2008 Quarter.  There was no impairment
loss recognized in the 2007 Quarter.  The decrease in interest expense
was largely attributable to a reduction in the balance of debt
outstanding.  Depreciation and amortization expense decreased
primarily due to the sale of aircraft engine modules previously on lease to
American Airlines, Inc. (formerly TWA Airlines LLC) in August 2007, which
accounted for approximately $51,000 in depreciation expense for the 2007
Quarter.





Minority
Interest





Minority
interest expense for the 2008 Quarter decreased $76,997, or 100%, as compared to
the 2007 Quarter. The decrease was due to the sale of the assets owned by ICON
SPK and ICON Cheyenne during the 2007 Quarter.








17
 Table of Contents








Net
(Loss) Income





As a
result of the foregoing factors, the net (loss) income for the 2008 Quarter and
2007 Quarter was $(5,875,920) and $284,834, respectively.  The net (loss)
income per weighted average number of limited partnership units outstanding for
the 2008 Quarter and 2007 Quarter was $(7.86) and $0.38,
respectively.





Results
of Operations for the Six Months Ended June 30, 2008 (the “2008 Period”) and
2007 (the “2007 Period”)





Revenue
for the 2008 Period and the 2007 Period are summarized as follows:





Six Months Ended June 30,2008
            
            
            2007
            
            
            ChangeRental
      income
            
            $
            3,188,182
            
            
            $
            5,332,017
            
            
            $
            (2,143,835
            )Finance
      income
            
            
            425,198
            
            
            
            260,783
            
            
            
            164,415Loss
      from investments in joint ventures
            
            
            (2,050,851
            )
            
            
            (158,099
            )
            
            
            (1,892,752
            )Net
      loss on sales of equipment
            
            
            -
            
            
            
            (621,012
            )
            
            
            621,012Interest
      and other income
            
            
            343
            
            
            
            66,730
            
            
            
            (66,387
            )Total
      revenue
            
            $
            1,562,872
            
            
            $
            4,880,419
            
            
            $
            (3,317,547
            )





Total
revenue for the 2008 Period decreased $3,317,547, or 68.0%, as compared to the
2007 Period.  The decrease in rental income was predominantly due to
(i) the sale of a McDonnell Douglas DC-10-30F aircraft and two spare engines
(the “Aircraft and Engines”), in which we had a 90% ownership interest, on March
30, 2007 and (ii) the sale of aircraft engine modules previously on lease to
American Airlines, Inc. (formerly TWA Airlines LLC) in August
2007.  These leases accounted for approximately $1,987,000 of the
decrease in rental income.  The increase in loss from investments in
joint ventures was primarily related to a higher net loss reported by ICON 126,
a non-consolidated subsidiary in which we have a 50% ownership
interest.  ICON 126 recognized an impairment loss of approximately
$3,900,000 in the 2008 Period; no impairment charge was reported in the 2007
Period.  The net loss on sales of equipment during the 2007 Period was
due to a loss on sale of the Aircraft and Engines of approximately $1,025,000,
which was partly offset by gains recognized on (i) the sale of equipment
previously on lease with K-Mart Corporation of approximately $111,000, and (ii)
the sale of the assets owned by ICON SPK and ICON Cheyenne.




18
 Table of Contents




Expenses
for the 2008 Period and the 2007 Period are summarized as follows:





Six Months Ended June 30,2008
            
            
            2007
            
            
            ChangeDepreciation
      and amortization
            
            $
            1,931,952
            
            
            $
            2,621,240
            
            
            $
            (689,288
            )Impairment
      loss
            
            
            3,888,367
            
            
            
            -
            
            
            
            3,888,367Interest
            
            
            1,439,352
            
            
            
            1,727,972
            
            
            
            (288,620
            )General
      and administrative
            
            
            438,405
            
            
            
            267,226
            
            
            
            171,179Total
      expenses
            
            $
            7,698,076
            
            
            $
            4,616,438
            
            
            $
            3,081,638





Total
expenses for the 2008 Period increased $3,081,638, or 66.8%, from the 2007
Period.  The increase in impairment loss was due to the impairment
charge recognized on the aircraft held by ICON 123, a wholly-owned subsidiary,
in the 2008 Period.  Depreciation and amortization expense decreased
mainly due to (i) the sale of the Aircraft and Engines on March 30, 2007 and
(ii) the sale of aircraft engine modules previously on lease to American
Airlines, Inc. (formerly TWA Airlines LLC) in August 2007.  These
leases accounted for approximately $642,000 in depreciation expense for the 2007
Period.  The decrease in interest expense was largely attributable to
a reduction in the balance of debt outstanding.





Minority
Interest





Minority
interest expense for the 2008 Period decreased $100,178, or 100%, as compared to
the 2007 Period. The decrease was due to the sale of the assets owned by the
majority-owned subsidiaries during the 2007 Period.





Net
(Loss) Income





As a
result of the foregoing factors, net (loss) income for the 2008
Period and 2007 Period was $(6,135,204) and $163,803, respectively.
 The net (loss) income per weighted average number of limited
partnership units outstanding for the 2008 Period and 2007 Period was
$(8.20) and $0.22, respectively.




Financial
Condition




This
section discusses the major balance sheet variances at June 30, 2008 compared to
December 31, 2007.


Total
Assets




Total
assets decreased $8,901,354 from $65,113,221 at December 31, 2007 to
$56,211,867 at June 30, 2008. The decrease was predominantly due to
impairment losses recognized by ICON 123, a wholly-owned subsidiary, and ICON
126, a non-consolidated subsidiary in which we have a 50% ownership interest,
during the 2008 Period.  These charges represented $5,850,000 of the
decrease in total assets.  In addition, the depreciation of our leased
equipment and the collection of rents receivable for our finance lease with
Global Crossing contributed $3,165,359 to the decrease in total assets during
the 2008 Period.




Current
Assets




Current
assets decreased $89,479 from $2,201,054 at December 31, 2007 to $2,111,575 at
June 30, 2008.  The decrease reflected the decline in our cash
position resulting from a reduction in cash inflows during the 2008
Period.  This was partially offset by an increase in our current
portion of the finance lease with Global Crossing.








19
 Table of Contents





Total
Liabilities





Total
liabilities decreased $1,734,259 from $48,066,249 at December 31, 2007 to
$46,331,990 at June 30, 2008.  The decrease was mainly due to the
repayment of a portion of the outstanding balance on the non-recourse debt
obligation related to the aircraft on lease to Cathay.





Current
Liabilities





Current
liabilities increased $252,671 from $5,719,946 at December 31, 2007 to
$5,972,617 at June 30, 2008.  The increase was primarily due to a change in
the deferred rental income related to the aircraft on lease to
Cathay.





Total Partners’Equity





Total partners’ equity decreased
$7,167,095 from $17,046,972 at December 31, 2007 to $9,879,877 at June 30,
2008.  During our liquidation period, we are distributing
substantially all distributable cash from operations and equipment sales to our
limited partners.  We also recorded a substantial net loss during the
2008 Period.





Liquidity
and Capital Resources





Sources and Uses of
Cash





At June
30, 2008 and December 31, 2007, we had cash and cash equivalents of $196,271 and
$414,156, 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 from financing activities, in the form of
cash distributions to our partners.





Operating
Activities





Sources
of Cash





Sources
of cash from operating activities increased $140,483 from $688,523 in the 2007
Period to $829,006 in the 2008 Period.  The increase was primarily due
to the collection of our finance lease with Global Crossing ̧ which was partially
offset by a reduction in overall lease activity since we are in the liquidation
period.





Investing
Activities





Sources
of Cash





Sources
of cash from investing activities decreased from $6,810,230 in the 2007 Period
to $0 in the 2008 Period.  The decrease was due to the absence of any
sale of equipment during the 2008 Quarter.  During the 2007 Quarter,
our sources of cash resulted from the sales of equipment and distributions from
joints ventures resulting from the sales of equipment.





Uses
of Cash





Uses of
cash from investing activities decreased $7,739,746 from $7,754,746 in the 2007
Period to $15,000 in the 2008 Period.  The decrease was due to the
absence of any purchase of additional equipment.







20
 Table of Contents








Financing
Activities





Sources
of Cash





Source of
cash from financing activities decreased from $3,630,000 in the 2007 Period to
$0 in the 2008 Period.  The decrease reflected that there were no
borrowings during the 2008 Period.





Uses of Cash





Uses of
cash from financing activities decreased $2,557,981 from $3,589,872 in the 2007
Period to $1,031,891 in the 2008 Period.  The decrease was primarily
due to a reduction in the distributions paid to our partners in the 2008
Period.  During the 2008 Period and 2007 Period, we paid distributions
to our partners of $1,028,418, and $2,996,084, respectively.  In
addition, there were no distributions to minority interest holders in the 2008
Period as the assets owned by the majority-owned subsidiaries were sold during
the 2007 Period.





Financings
and Borrowings





Non-Recourse Long-Term
Debt





At June
30, 2008 and December 31, 2007, we had non-recourse debt obligations that
were being paid directly to the lender by the lessee and were accruing interest
at 6.1095% per year.  At June 30, 2008 and December 31, 2007,
our outstanding non-recourse debt obligations were $44,273,223 and
$46,142,220.





Revolving
Line of Credit, Recourse





We, along
with ICON Income Fund Nine, LLC (“Fund Nine”), ICON Income Fund Ten, LLC (“Fund
Ten”), ICON Leasing Fund Eleven, LLC (“Fund Eleven”), and ICON Leasing Fund
Twelve, LLC (“Fund Twelve”) (entities sponsored and organized by our General
Partner) (collectively, the “Borrowers”) are parties to a Commercial Loan
Agreement (the “Loan Agreement”) with California Bank & Trust (the
“Lender”). The Loan Agreement originally provided for a revolving line of credit
of up to $17,000,000 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 severally liable for all amounts borrowed 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 in which the Borrowers have a
beneficial interest.





The
Facility was originally set to expire on September 30, 2008 and established (i)
the interest rate for advances under the Facility at the Lender’s prime rate and
(ii) the interest rate on the five separate advances that are permitted to be
made under the Facility at which United States dollar deposits can be acquired
by the Lender at the London Interbank Eurocurrency Market Rate plus 2.5%. The
interest rate at June 30, 2008 was 5%.





On May 1,
2008, the Borrowers entered into a Loan Modification Agreement. The agreement
increased the revolving line of credit up to $30,000,000 and extended the
expiration date to April 30, 2010. The Borrowers may request a one year
extension to the revolving line of credit within 390 days of the expiration
date, but the Lender has no obligation to extend. The quarterly unused
commitment fee of 0.5% was reduced to 0.25% on unused commitments under the
Facility.





The
Borrowers were in compliance with the covenants under the Loan Agreement at June
30, 2008.





Aggregate
borrowings by all Borrowers under the Facility amounted to $1,255,000 at June
30, 2008.  We had $1,255,000 in borrowings outstanding under the
Facility as of such date.








21
 Table of Contents





Distributions





We paid
monthly distributions to each of our partners beginning the first month after
each such partner was admitted through the termination of our reinvestment
period, which was on June 17, 2007.  During the liquidation period, we
plan to make distributions pursuant to the terms of our amended and restated
agreement of limited partnership (the “LP Agreement”). We expect that
distributions made during the liquidation period will vary, depending on the
timing of the sale of our assets, our receipt of rental income, and income from
our investments.  We paid distributions to our limited partners and
our General Partner in the 2008 Period of $1,018,133 and $10,285,
respectively.





Contractual
Obligations and Commitments and Off Balance Sheet Transactions





At June
30, 2008, we had both non-recourse and recourse debt obligations.  The
lenders have security interests in the equipment relating to each non-recourse
long-term debt instrument and, in some cases, an assignment of the rental
payments under the leases associated with the equipment. In that case, the
lender is being paid directly by the lessee.  If the lessee were to
default on the non-recourse long-term debt, the equipment would be returned to
the lender in extinguishment of the non-recourse long-term debt. At June 30,
2008, our outstanding non-recourse long-term debt obligations were
$44,273,223.  We are a party to the Facility, as discussed in the
financing and borrowings section above.  We had $1,255,000 of
borrowings outstanding under this Facility at June 30, 2008.





Item 3. Quantitative and Qualitative Disclosures About Market
Risk





We, like
most other companies, are exposed to certain market risks, which include 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
commodity risk and equity price risk, are insignificant, at this time, to both
our financial position and our results of operations.  There were no
other material changes to the disclosure related to these items since the filing
of our Annual Report on Form 10-K for the year ended December 31,
2007.


22
 Table of Contents


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
period ended June 30, 2008, 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. 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 our
most recently completed fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.







23
 Table of Contents






PART II - OTHER INFORMATION





Item 1. Legal Proceedings





In the
ordinary course of conducting our business, there may be certain claims, suits
and complaints filed against us.  In the opinion of management, the
outcome of such matters, if any, will not have a material impact on our
consolidated financial position or results of operations.  No material
legal proceedings are currently pending or threatened, to our knowledge, 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,
2007.





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





There
were 150 limited partnership units redeemed during the 2008
Period.  The redemption amounts are calculated according to a
specified redemption formula in accordance with the
LP Agreement.  Redeemed units have no voting rights and do not
share in distributions.  The LP Agreement limits the number of
limited partnership units which can be redeemed in any one year and redeemed
limited partnership units may not be reissued.  The following table
details our limited partnership redemptions:





Total
      Number ofLimited
      Partnership
            
            
            Price
      Paid PerLimitedUnits Redeemed
            
            
            Partnership
              UnitsJanuary
      1, 2008 through January 31, 2008
            
            
            -
            
            
            $
            -February
      1, 2008 through February 29, 2008
            
            
            -
            
            
            $
            -March
      1, 2008 through March 31, 2008
            
            
            150
            
            
            $
            23.15April
      1, 2008 through April 30, 2008
            
            
            -
            
            
            $
            -May
      1, 2008 through May 31, 2008
            
            
            -
            
            
            $
            -June
      1, 2008 through June 30, 2008
            
            
            -
            
            
            $
            -





Item 3. Defaults Upon Senior Securities





Not
applicable.





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





No
matters were submitted to a vote of security holders during the 2008
Quarter.





Item 5. Other Information





Not
applicable.







24
 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. 333-54001 dated 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 Form S-1 Registration
      Statement No. 333-54001 dated May 19, 2000).10.1
            Commercial
      Loan Agreement, by and between California Bank & Trust, ICON Income
      Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income Fund Ten,
      LLC and ICON Leasing Fund Eleven, LLC, dated August 31, 2005 (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, by and 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, dated December 26,
      2006 (Incorporated by reference to Exhibit 10.1 to Registrant’s Current
      Report on Form 8-K dated December 29, 2006).10.3
            Loan
      Modification Agreement dated as of May 1, 2008 between California Bank
      & Trust and 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 dated May 15,
      2008).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. Section 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. Section 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. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.





25
 Table of Contents






SIGNATURES





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.





File No.
333-37504


ICON
Capital Corp.


General
Partner of the Registrant





August
1, 2008





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





August
1, 2008





/s/
      Michael A. ReisnerMichael
      A. ReisnerCo-Chief
      Executive Officer and Co-President
              (Co-Principal
      Executive Officer)





August
1, 2008





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




26