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, 2004
                              --------------------------------------------------

     [ ]  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            (IRS Employer Identification Number)
incorporation or organization)


 100 Fifth Avenue, New York, New York                        10011-1505
--------------------------------------------------------------------------------
 (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. [ x] Yes [ ] No

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2) [ ] Yes [x] No


<PAGE>




PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements


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

                      Condensed Consolidated Balance Sheets


                                                   (unaudited)
                                                    June 30,        December 31,
                                                      2004              2003
                                                      ----              ----

         Assets

Cash and cash equivalents                       $   1,640,149     $   1,760,803
                                                -------------     -------------
   Investments in finance leases
   Minimum rents receivable                        12,781,483        15,192,886
   Estimated unguaranteed residual values           1,737,662         1,737,662
   Initial direct costs, net                          117,191           194,985
   Unearned income                                 (1,338,166)       (1,974,924)
   Allowance for doubtful accounts                   (411,742)             -
                                               --------------     -------------
                                                   12,886,428        15,150,609
                                               --------------     -------------

Investments in operating leases
   Equipment, at cost                             138,806,284       148,112,061
   Accumulated depreciation and amortization      (32,841,436)      (31,289,197)
                                               --------------    --------------
                                                  105,964,848       116,822,864
                                               --------------    --------------

Equipment held for sale or lease                   34,491,632        36,741,848
                                               --------------    --------------

Investments in unconsolidated joint ventures        6,212,299         6,382,227
Due from affiliates                                   270,973           167,170
Investment in unguaranteed residual values               -              409,586
Investment in option                                2,100,000         2,100,000
Other assets, net                                   1,300,879         1,212,013
                                                -------------     -------------

Total assets                                    $ 164,867,208     $ 180,747,120
                                                =============     =============






                                                        (continued on next page)
<PAGE>

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

                Condensed Consolidated Balance Sheets - Continued


<TABLE>
<CAPTION>


                                                                            (unaudited)
                                                                             June 30,          December 31,
                                                                                2004                2003
                                                                                ----                ----


         Liabilities and Partners' Equity

<S>                                                                      <C>                 <C>
Notes payable - non-recourse                                             $   123,751,969     $   132,938,722
Note payable - recourse                                                        2,000,000           2,000,000
Due to affiliates                                                                 27,770              98,203
Deferred rental income                                                         2,064,033           1,255,076
Equipment sales advances                                                         296,350           1,361,506
Security deposits and other liabilities                                        2,556,885           1,377,023
Minority interests in consolidated joint ventures                                715,143           1,352,621
                                                                        ----------------     ---------------

      Total liabilities                                                      131,412,150         140,383,151
                                                                        ----------------     ---------------

Commitment and Contingencies

Partners' equity (deficit)
   General Partner                                                              (316,458)           (247,872)
   Limited Partners (744,737.91 and 745,491.39 units outstanding,
      $100 per unit original issue price)                                     33,771,516          40,611,841
                                                                         ---------------     ---------------
   Total partners' equity                                                     33,455,058          40,363,969
                                                                         ---------------     ---------------

Total liabilities and partners' equity                                   $   164,867,208     $   180,747,120
                                                                         ===============     ===============



</TABLE>









See accompanying notes to condensed consolidated financial statements.
<PAGE>

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

                 Condensed Consolidated Statements of Operations

                                   (unaudited)



<TABLE>
<CAPTION>

                                                            For the Three Months               For the Six Months
                                                               Ended June 30,                    Ended June 30,
                                                           2004             2003              2004            2003
                                                           ----             ----              ----            ----

<S>                                                  <C>               <C>              <C>               <C>
Revenues
   Rental income                                     $   4,923,369     $   5,563,689    $   9,973,836     $  11,246,229
   Finance income                                          302,567           517,754          636,758         1,092,057
   Net   (loss) gain on sales of equipment                (189,898)           17,050         (673,228)           11,795
   Income from investments in unconsolidated
     joint ventures                                        167,396            69,752          267,618           139,321
   Gain from investment in unguaranteed
     residual values                                        98,232               -             98,232              -
   Interest income and other                                   596             1,986           17,585            15,829
                                                     -------------     -------------     -------------    -------------

   Total revenues                                        5,302,262         6,170,231       10,320,801        12,505,231
                                                     =============     =============     ============     =============


Expenses
   Depreciation                                          3,939,169         4,826,550        7,944,609         8,615,869
   Interest                                              1,561,703         1,900,563        3,222,241         3,751,893
   Management   fees  -  General Partner                   264,030           549,825          823,764         1,194,583
   Administrative expense
     reimbursements - General Partner                      197,111           266,507          441,422           555,435
   Aircraft maintenance                                     61,920              -             171,180              -
   General and administrative                              253,309           310,490          609,034           507,585
   Amortization of initial direct costs                     37,471            60,484           77,794           124,365
   Provision for bad debts                                     -                -             411,742              -
   Provision for impairment loss                           601,788              -             601,788              -
   Minority interest in consolidated
      joint ventures                                       (63,674)          (48,063)        (134,306)          (23,572)
                                                     -------------     -------------    -------------     -------------

   Total expenses                                        6,852,827         7,866,356       14,169,268        14,726,158
                                                     -------------     -------------    -------------     -------------

Net loss                                             $  (1,550,565)    $  (1,696,125)   $  (3,848,467)    $  (2,220,927)
                                                     ==============    =============    =============     =============

Net loss allocable to:
    Limited Partners                                 $  (1,535,059)    $  (1,679,164)   $  (3,809,982)    $   (2,198,718)
    General Partner                                        (15,506)          (16,961)         (38,485)         (22,209)
                                                     -------------     -------------    -------------     -------------
                                                     $  (1,550,565)    $  (1,696,125)   $  (3,848,467)    $  (2,220,927)
                                                     ==============    =============    =============     ==============
Weighted average number of limited
   partnership units outstanding                           744,738           747,603          744,870           748,026
                                                     =============     =============    =============     =============
Net loss per weighted average
   limited partnership unit                          $       (2.06)    $       (2.25)   $       (5.12)    $       (2.94)
                                                     =============     =============    =============     =============

</TABLE>



See accompanying notes to condensed consolidated financial statements.
<PAGE>

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

         Condensed Consolidated Statement of Changes in Partners' Equity

                     For the Six Months Ended June 30, 2004
                                   (unaudited)

<TABLE>
<CAPTION>

                                   Limited Partner Distributions

                                      Return of    Investment           Limited        General
                                       Capital       Income            Partners        Partner              Total
                                       -------       ------            --------        -------              -----
                                     (Per weighted average unit)

<S>                                   <C>           <C>          <C>                <C>              <C>
Balance at
   January 1, 2004                                               $      40,611,841  $   (247,872)    $     40,363,969


Cash distributions to partners        $  4.00       $      -            (2,979,988)      (30,101)          (3,010,089)

Limited partnership units
  redeemed (753.48 units)                                                  (50,355)          -                (50,355)

Net loss                                                                (3,809,982)      (38,485)          (3,848,467)
                                                                 -----------------   -----------     ----------------

Balance at
   June 30, 2004                                                 $      33,771,516   $  (316,458)    $     33,455,058
                                                                 =================   ============    ================

</TABLE>














See accompanying notes to condensed consolidated financial statements.
<PAGE>

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

                 Condensed Consolidated Statements of Cash Flows

                        For the Six Months Ended June 30,

                                   (unaudited)

<TABLE>
<CAPTION>

                                                                        2004             2003
                                                                        ----             ----


<S>                                                                <C>               <C>
Cash flows from operating activities:
   Net loss                                                        $  (3,848,467)    $  (2,220,927)
                                                                   -------------     -------------
   Adjustments to reconcile net loss to
     net cash used in operating activities:
       Finance income paid directly to lenders by lessees               (437,367)         (578,246)
       Depreciation                                                    7,944,609         8,615,869
       Amortization of initial direct costs                               77,794           124,365
       Minority interest in consolidated joint ventures                 (134,306)          (23,572)
       Income from investments in unconsolidated joint ventures         (267,618)         (139,321)
Net (loss) gain on sale of equipment                                     673,228           (11,795)
Gain from investment in unguaranteed residual values                     (98,232)             -
       Provision for impairment loss                                     601,788              -
       Provision for bad debts                                           411,742              -
       Rental income paid directly to lenders by lessees              (9,329,281)      (10,882,986)
       Interest expense on non-recourse financing
         paid directly to lenders by lessees                           2,623,892         3,230,104
Changes in operating assets and liabilities:
    Collection of principal - non-financed receivables                   767,355         1,282,352
    Due from affiliates                                                 (103,803)         (134,412)
    Other assets, net                                                    (88,866)           52,291
    Due to affiliates                                                    (70,433)         (224,167)
    Deferred rental income                                              (111,048)         (528,190)
    Security deposits and other liabilities                              506,707           946,418
                                                                   -------------      ------------

           Total adjustments                                           2,966,161         1,728,710
                                                                   -------------      ------------

       Net cash used in operating activities                            (882,306)         (492,217)
                                                                    ------------      ------------
Cash flows used in investing activities:
   Investments in operating leases                                           -          (3,076,564)
   Distributions received from unconsolidated joint ventures             437,548           708,393
   Proceeds from investment in unguaranteed residual values              507,818         1,806,936
   Distributions to minority interest in consolidated joint ventures    (526,253)          (83,117)
   Advances received for the sale of equipment                           296,350            -
   Proceeds from the sale of equipment                                 3,168,221           268,112
                                                                    ------------      ------------
       Net cash provided by (used in) investing activities             3,883,684          (376,240)
                                                                    ------------      ------------

</TABLE>



                                                        (continued on next page)
<PAGE>

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

           Condensed Consolidated Statements of Cash Flows - Continued

                        For the Six Months Ended June 30,

                                   (unaudited)


<TABLE>
<CAPTION>

                                                         2004             2003
                                                         ----             ----

<S>                                                <C>              <C>
Cash flows from financing activities:
   Minority interest contribution                          11,458           389,518
   Cash distributions to partners                      (3,010,089)       (4,018,918)
   Redemption of limited partnership units                (50,355)          (81,970)
   Payment of non-recourse borrowings                     (73,046)         (252,905)
                                                   --------------    --------------

      Net cash used in financing activities            (3,122,032)       (3,964,275)
                                                   --------------    ---------------

Net decrease in cash and cash equivalents                (120,654)       (4,832,732)

Cash and cash equivalents at beginning of period        1,760,803         8,499,026
                                                   --------------     -------------

Cash and cash equivalents at end of period         $    1,640,149     $   3,666,294
                                                   ==============     =============

</TABLE>







                                                        (continued on next page)
<PAGE>

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

           Condensed Consolidated Statements of Cash Flows - Continued

Supplemental Disclosure of Cash Flow Information
------------------------------------------------

     For the six  months  ended  June 30,  2004 and  2003,  non-cash  activities
included the following:

<TABLE>
<CAPTION>


                                                                    2004             2003
                                                                    ----             ----

<S>                                                           <C>              <C>
Value of equipment and receivables
   acquired in exchange  for debt                             $         -      $     24,211,080
Non-recourse notes payable and promissory note
   assumed in purchase of equipment and receivables                     -           (24,211,080)
                                                              --------------   ----------------

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


Principal and interest on direct finance receivables paid
  directly to lenders by lessees                              $     1,488,313  $      1,382,916

Rental income on operating lease receivables paid
  directly to lenders by lessees                                    9,329,281        10,882,986

Deferred income on operating lease receivables paid
  directly to lenders by lessees                                      920,005           2,512,174

Principal and interest on non-recourse financings
   paid directly to lenders by lessees                            (11,737,599)      (14,778,076)
                                                              ---------------  ----------------

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


Interest on non-recourse financings
  paid directly to lenders by lessees                         $     2,623,892  $      3,230,104

Other interest paid or accrued                                        598,349           521,789
                                                              ---------------- ----------------

Total interest expense                                        $     3,222,241  $      3,751,893
                                                              ===============  ================


</TABLE>









See accompanying notes to condensed consolidated financial statements.
<PAGE>

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

              Notes to Condensed Consolidated Financial Statements

                                  June 30, 2004
                                   (unaudited)

1.   Basis of Presentation

     The condensed consolidated financial statements of ICON Income Fund Eight B
L.P.  (the   "Partnership")  have  been  prepared  pursuant  to  the  rules  and
regulations of the Securities  and Exchange  Commission  (the "SEC") and, in the
opinion  of  management,  include  all  adjustments  (consisting  only of normal
recurring  accruals)  necessary for a fair  statement of results for each period
shown.  Certain  information  and  footnote  disclosures  normally  included  in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted pursuant
to such SEC rules and regulations. Management believes that the disclosures made
are adequate to make the information  presented not misleading.  The results for
the interim periods are not  necessarily  indicative of the results for the full
year.  These  condensed  consolidated  financial  statements  should  be read in
conjunction   with  the  financial   statements   and  notes   included  in  the
Partnership's  2003  Annual  Report on Form  10-K.  Certain  2003  amounts  were
reclassified to conform to the 2004 presentation.

2.   Related Party Transactions

     Fees and expenses paid or accrued by the Partnership to the General Partner
or its  affiliates  directly  or on  behalf  of  joint  ventures  in  which  the
Partnership  has an  interest  for the  period  ended  June 30,  2004 and  2003,
respectively, were as follows:


<TABLE>
<CAPTION>


                                              2004            2003
                                              ----            ----


<S>                                     <C>             <C>              <C>
Acquisition fees                                 -             736,766   Capitalized as part of investment
                                                                           in operating leases
Management fees                               823,764        1,194,583   Charged to operations
Administrative expense reimbursements         441,422          555,435   Charged to operations
                                        --------------  -------------

                                        $   1,265,186   $    2,486,784
                                        =============   ==============


</TABLE>


     For the quarter ended June 30, 2004, the  Partnership  had a net receivable
of  $270,973  due  from  affiliates,  primarily  resulting  from  its  share  of
distributions  and  rental  payments  received  by  affiliates  on behalf of the
Partnership.  The  Partnership  also had a net  payable  of  $27,770  due to the
General Partner and affiliates for  administrative  expense  reimbursements  and
rental payments received on behalf of such affiliates.

3.   Joint Ventures

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

<PAGE>

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

        Notes to Condensed Consolidated Financial Statements - Continued

                                  June 30, 2004

Consolidated Joint Ventures

     The  three  joint  ventures  described  below  are  majority  owned and are
consolidated with the Partnership.

     ICON Cheyenne LLC
     -----------------

     During December 2000, the Partnership and three affiliates,  ICON Cash Flow
Partners  L.P.  Six ("L.P.  Six"),  ICON Cash Flow  Partners  L.P.  Seven ("L.P.
Seven") and ICON Income Fund Eight A L.P. ("Fund Eight A"), formed ICON Cheyenne
LLC ("ICON  Cheyenne") for the purpose of acquiring a portfolio of leases for an
aggregate purchase price of $29,705,716. The purchase price consisted of cash of
$11,401,151  and  the  assumption  of  non-recourse  debt  of  $18,304,565.  The
non-recourse debt is structured so as to be amortized with rentals due under the
leases.  The  leases  expire  on  various  dates  through  September  2006.  The
Partnership,  L.P. Seven, L.P. Six and Fund Eight A have ownership  interests of
87.69%, 10.31%, 1.0% and 1.0%,  respectively,  in ICON Cheyenne. The outstanding
balance of the non-recourse  debt secured by these assets, at June 30, 2004, was
$727,584.

     ICON Aircraft 24846 LLC
     -----------------------

     During 2000, the Partnership and two affiliates,  L.P. Seven and Fund Eight
A, formed ICON  Aircraft  24846 LLC ("ICON  Aircraft  24846") for the purpose of
acquiring an  investment  in a Boeing  767-300ER  aircraft at the time leased to
Scandinavian  Airline Systems  ("SAS") for a purchase price of $44,515,416.  The
purchase  price  was  funded  with  cash of  $2,241,371  and the  assumption  of
non-recourse  debt of  $42,274,045.  The lender had a security  interest  in the
aircraft.  The  lease  with  SAS  expired  in  March  2003,  at  which  time the
outstanding  balance  of  the  non-recourse  debt  secured  by  this  asset  was
approximately $34,500,000.  The Partnership had been making contributions toward
interest  only  payments  on  the  outstanding  non-recourse  debt,  during  the
remarketing of the aircraft by the General Partner. The Partnership,  L.P. Seven
and  Fund  Eight  A,  have  ownership   interests  of  96.0%,  2.0%,  and  2.0%,
respectively,  in ICON Aircraft 24846. The outstanding non-recourse debt at June
30, 2004 was $34,491,632.

     The Partnership paid, on behalf of ICON Aircraft 24846, maintenance fees of
$171,180 for the aircraft  owned by ICON  Aircraft  24846,  during the six month
period ended June 30, 2004.


     The General  Partner had determined that it was in its best interest of the
Partnership  and its  co-venturers  to sell the  aircraft  to the  lender for an
amount equal to the outstanding  non-recourse debt balance. The decision to sell
the aircraft was based, in part, on the following factors:


<PAGE>


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

        Notes to Condensed Consolidated Financial Statements - Continued

1)   The  aircraft's  current fair market value based upon recent  appraisals is
     between $24,000,000 and $27,000,000, and the current outstanding balance of
     the outstanding debt was $34,500,000.

2)   Any new lease for the  aircraft  would have  required  the  Partnership  to
     contribute  a minimum of  $850,000  in equity in order to  reconfigure  the
     aircraft and/or upgrade the engines.

3)   If the  Partnership  were to continue to remarket the aircraft,  the lender
     would have required  interest only payments of $100,000 per month until the
     aircraft was placed with a new lessee.

          The sale of the aircraft  took place on July 29, 2004.  ICON  Aircraft
     24846  realized a loss of $601,788 and recorded a provision for  impairment
     in the second quarter.

     ICON Aircraft 47820 LLC
     -----------------------

          In 2003, the Partnership and Income Fund Nine LLC ("Fund Nine") formed
     ICON  Aircraft  47820 LLC ("ICON  47820") for the purpose of  acquiring  an
     investment  in a  McDonnell  Douglas  DC10-30F  aircraft  leased to Federal
     Express  Corporation for a purchase price of $27,287,644,  which was funded
     with cash of $3,076,564 and non-recourse debt of $24,211,080.  In addition,
     there was a total of  $818,629  in  acquisition  fees  paid to the  General
     Partner of which the  Partnership's  share was  $736,766.  The lender has a
     security  interest in the aircraft and an assignment of the rental payments
     under the lease.  The lease is scheduled to expire in March 2007,  at which
     time the final lease payment of $2,916,523 will be used to pay-off the then
     outstanding  non-recourse  debt of the equivalent  amount.  The outstanding
     balance of the non-recourse  debt secured by this aircraft,  as of June 30,
     2004, was $16,490,735.

          The Partnership and Fund Nine have ownership interests of 90% and 10%,
     respectively, in ICON 47820.

Unconsolidated Joint Ventures

          The four joint ventures described below are 50%, 49%, 5% and 15% owned
     by the Partnership and are accounted for under the equity method.

     ICON Aircraft 126, LLC
     ----------------------

     In early 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, which
owns,  through an Owner Trust, an Airbus A340-313X aircraft which is on lease to
Cathay  Pacific  through  March 2006.  The stock was acquired for  $4,250,000 in
cash.  The aircraft is subject to  non-recourse  debt  provided by  unaffiliated
lenders.  As of June 30,  2004,  there  was  $60,827,363  outstanding  under the
non-recourse debt.

     The Partnership and Fund Nine each own a 50% interest in ICON 126. ICON 126
consolidates  the financial  position and results of operations of D.A.L. in its
financial statements.

     The Partnership's original investment in ICON 126 was recorded at a cost of
$3,242,901,  inclusive of related  acquisition  fees of $1,117,901,  paid to the
General Partner.

<PAGE>

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

Notes to Condensed Consolidated Financial Statements - Continued

     Information  as to the unaudited  results of operations of ICON 126 for the
six month period ending June 30, 2004 and 2003 is summarized below:



                                    Six Months Ended       Six Months Ended
                                    June 30, 2004            June 30, 2003
                                    -------------            -------------

Net income                          $     305,133            $     198,598
                                    =============            =============

Partnership's share of net income   $     152,567            $      99,299
                                    =============            =============


     ICON SPK 2023-A, LLC
     --------------------

     In the quarter ended March 31, 2002, the  Partnership  and Fund Nine formed
ICON SPK 2023-A,  LLC ("ICON  SPK") for the purpose of  acquiring a portfolio of
leases for an aggregate  purchase price of $7,750,000 in cash. The leases expire
on various dates through April 2008.

     The  Partnership  and Fund Nine have  ownership  interests  of 49% and 51%,
respectively, in ICON SPK. The Partnership's original investment was recorded at
a cost of  $3,797,500  and is adjusted  for its share of earnings,  losses,  and
distributions thereafter.

     In June 2002, the Partnership paid ICON SPK $113,925 for its pro-rata share
of acquisition fees paid to the General Partner.

     Information  as to the unaudited  results of operations of ICON SPK for the
six month period ending June 30, 2004 and 2003 is summarized below:


                                    Six Months Ended         Six Months Ended
                                      June 30, 2004            June 30, 2003
                                      -------------            -------------

Net income                           $     149,350            $      45,866
                                     =============            =============

Partnership's share of net income    $      73,182            $      22,474
                                     =============            =============

Distributions                        $     884,287            $   1,412,105
                                     =============            =============

Partnership's share of distribution  $     433,302            $      691,931
                                     =============            ==============

     ICON/Kenilworth LLC
     -------------------

     On September 30, 2002, the Partnership and Fund Nine formed ICON/Kenilworth
LLC for the purpose of acquiring a natural gas-fired 25MW co-generation facility
for a total  purchase  price  of  $8,410,000  in  cash,  and the  assumption  of
non-recourse debt of $6,918,091  consisting of a senior debt of $6,679,355 and a
junior debt of $238,736.  The facility is subject to a lease with Energy Factors
Kenilworth,  Inc., and the lease  originally  expired in July 2009. In addition,
there was a total of $459,843 in acquisition  fees paid to the General  Partner.
The  outstanding  balance of the  non-recourse  debt secured by this facility at
June 30, 2004, was $985,971.

     The original  lease term expires in July 2004 and has been  extended  until
2009.  During the extension term, the rental payments will be in part a function
of natural gas prices. If natural gas prices are sustained at the current record
high levels, rental payments will be deferred until natural gas prices return to
previous levels. High natural gas prices,  such as the current level,  sustained
over the long  term will  directly  affect  the  viability  of the  cogeneration
facility and may impede our ability to capitalize on this investment.

<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

        Notes to Condensed Consolidated Financial Statements - Continued

     The  Partnership  and Fund Nine  have  ownership  interests  of 5% and 95%,
respectively,  ICON/Kenilworth  LLC. The Partnership's  original  investment was
recorded at a cost of $443,492, inclusive of related acquisition fees of $22,992
paid to the General Partner,  and is adjusted for its share of earnings,  losses
and distributions thereafter.

     Information  as to the unaudited  results of operations of  ICON/Kenilworth
LLC for the six months ending June 30, 2004 and 2003 is summarized below:

                                       Six Months Ended        Six Months Ended
                                         June 30, 2004           June 30, 2003
                                         -------------           --------------

Net income                              $     567,766            $     393,709
                                        =============            =============

Partnership's share of net income       $      28,388            $      19,685
                                        =============            =============

Distributions                           $      84,932            $     329,244
                                        =============            =============

Partnership's share of distribution     $       4,247            $      16,462
                                        =============            =============

     ICON Aircraft 46835, LLC
     ------------------------

     In December 2002, the Partnership and Fund Nine formed ICON Aircraft 46835,
LLC ("ICON  46835") for the purpose of  acquiring an  investment  in a McDonnell
Douglas DC-10-30F aircraft leased to Federal Express  Corporation for a purchase
price of $25,291,593,  which was funded with cash of $3,000,000 and non-recourse
debt of $22,291,593.  The lender has a security  interest in the aircraft and an
assignment  of the rental  payments  under the lease.  The lease is scheduled to
expire in March 2007, at which time the final lease  payment of $2,708,000  will
be used to pay-off  the then  outstanding  non-recourse  debt of the  equivalent
amount.

     In addition,  there was a total of $758,748 in acquisition fees paid to the
General Partner, of which the Partnership's share was $113,812.  The outstanding
balance of the non-recourse debt secured by this aircraft, at June 30, 2004, was
$15,309,546.

     The  Partnership  and Fund Nine have  ownership  interests  of 15% and 85%,
respectively,  in ICON 46835. The Partnership's original investment was recorded
at a cost of $450,000 inclusive of related  acquisition fees paid to the General
Partner of  $113,812  and is adjusted  for its share of  earnings,  losses,  and
distributions thereafter.


     Information as to the unaudited results of operations of ICON 46835 for the
six months ending June 30, 2004 and 2003 is summarized below:


                                           Six Months Ended    Six Months Ended
                                             June 30, 2004       June 30, 2003
                                             -------------       -------------

Net loss                                    $       88,877       $   (14,248)
                                            ==============       ===========

Partnership's share of net income (loss)    $       13,481       $    (2,137)
                                            ==============       ===========

<PAGE>

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

        Notes to Condensed Consolidated Financial Statements - Continued

4.   Allowance for Doubtful Accounts

     During the quarter  ended March 31, 2004,  the  Partnership  established  a
provision for doubtful accounts of $411,742 relating to finance receivables from
Kmart,  Inc.,  based upon Kmart's failure to make monthly payments on one of the
five leases with the Partnership has with the lessee. In current  proceedings in
the U.S.  Bankruptcy Court, Kmart is attempting to reject the lease. At June 30,
2004, the non-recourse debt associated with the equipment was $3,398,406 and the
related gross  receivable  was  $3,810,148.  The  Partnership  is monitoring the
proceedings,  as the lender of the non-recourse debt is contesting the rejection
of the lease.


<PAGE>

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

                                  June 30, 2004

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

     Forward-Looking  Information - The following discussion and analysis should
be read in conjunction with the audited financial  statements and notes included
in the Partnership's annual report on Form 10-K dated December 31, 2003. Certain
statements within this document may constitute forward-looking statements within
the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.  These
statements are identified by words such as "anticipate,"  "believe," "estimate,"
"expects,"  "intend,"  "predict"  or  "project"  and  similar  expressions.  The
Partnership  believes that the  expectations  reflected in such  forward-looking
statements  are  based  on  reasonable  assumptions.  Any  such  forward-looking
statements are subject to risks and uncertainties  and the Partnership's  future
results of operations could differ materially from historical results or current
expectations.  Some of these risks are  discussed in this  report,  and include,
without limitation, fluctuations in oil and gas prices; level of fleet additions
by  competitors  and  industry  overcapacity;  changes  in capital  spending  by
customers  in  the  cargo  delivery  industry;  changing  customer  demands  for
aircraft; acts of terrorism;  unsettled political conditions,  war, civil unrest
and governmental actions;  disease, such as SARS; foreign currency fluctuations;
and environmental and labor laws. The Partnership's  actual results could differ
materially from those  anticipated by such  forward-looking  statements due to a
number  of  factors,  some of which  may be beyond  the  Partnership's  control,
including, without limitation:

o    changes in our industry, interest rates or the general economy;

o    the degree and nature of our competition;

o    availability of qualified personnel;

o    cash flows from  operating  activities  may be less than the  Partnership's
     current level of expenses;

o    the financial condition of lessees; and

o    lessee defaults.

a.   Overview

The Partnership is an equipment  leasing business formed on February 7, 2000 and
which began  active  operations  on June 14,  2000.  The  Partnership  primarily
engages in the business of acquiring equipment subject to leases.

We have invested most of the net proceeds of this offering in items of equipment
that are  subject to leases.  After the net  offering  proceeds  were  invested,
additional  investments were made with the cash generated from the Partnership's
initial  investments to the extent that cash is not needed for the Partnership's
expenses or reserves or used to fund distributions to investors.  The investment
in  additional  equipment  in  this  manner  is  called  "reinvestment."  We are
currently operating in the "reinvestment period" and anticipate doing so through
the end of October,  2006. After the "reinvestment period", the Partnership will
then begin to sell its assets in the ordinary  course of business  during a time
frame called the "liquidation period".

<PAGE>

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

                                  June 30, 2004

     The  Partnership's  current  equipment  portfolio which is held directly or
through  investments in joint ventures with affiliates,  consists  substantially
of:

o    A portfolio of conveyor  systems,  frames,  racks,  carousels and forklifts
     that are on lease to PetSmart,  Inc. and was purchased for $3,331,179.  The
     lease terminates on October 25, 2004, at which time PetSmart,  Inc. has the
     opportunity to purchase all of the equipment at the then fair market value.

o    A flight  simulator  on lease  to  British  Aerospace,  Inc.  ("BAE").  The
     purchase price consisted of $2,062,472 cash and assumption of the remaining
     outstanding  non-recourse  debt of  $10,830,109.  The lease will  expire on
     March 27,  2006,  at which time BAE may renew the lease for two  additional
     terms of one year each.

o    A 15%  interest in a  McDonnell  Douglas  DC-10-30F  aircraft on lease with
     Federal Express  Corporation with an expiration date of March 31, 2007. The
     aircraft  lease  may  be  renewed  for up to  five  years  thereafter.  The
     Partnership's  share of the purchase  price was $450,000  cash and it's pro
     rata share of $22,291,593 in non-recourse debt.

o    A 90%  interest in a  McDonnell  Douglas  DC-10-30F  aircraft on lease with
     Federal Express  Corporation with an expiration date of March 31, 2007. The
     aircraft  lease  may  be  renewed  for up to  five  years  thereafter.  The
     Partnership's  share of the purchase  price was $2,615,080 in cash and it's
     pro rata share of $24,211,080 in non-recourse debt.

o    A 87.69% interest in ICON Cheyenne LLC ("ICON Cheyenne"), a special purpose
     entity which holds a portfolio  consisting of various equipment,  including
     over the road rolling stock, manufacturing equipment and materials handling
     equipment.  The  original  transaction  involved  acquiring  from  Cheyenne
     Leasing  Company  a  portfolio  of  119  leases  for a  purchase  price  of
     $29,705,716.  The purchase  price  consisted of an equity  contribution  of
     $11,401,151 and the assumption of non-recourse debt of $18,304,565.  Of the
     original 119 schedules,  30 are still active with expiration  dates ranging
     between January of 2005 and October of 2006.

o    An Airbus A340-313 aircraft on lease to Cathay Pacific Airways Limited. The
     purchase price of the aircraft was $4,250,000 in cash and the assumption of
     non-recourse  debt in the amount of $72,216,650.  The lease is scheduled to
     terminate on March 31, 2006.

o    A 50% interest in an Airbus A340-313 aircraft is on lease to Cathay Pacific
     Airways Limited.  The aircraft was purchased for an equity  contribution of
     $2,125,000  and its pro-rata  share of  non-recourse  debt in the amount of
     $72,000,000. The lease is scheduled to terminate on March 31, 2006.

o    Five  aircraft  engines on lease to TWA,  LLC,  a  subsidiary  of  American
     Airlines.  The  aggregate  purchase  price  was  $5,950,000.  The  lease is
     scheduled to terminate on May 28, 2008.

o    Computer  equipment on lease to Regus  Business  Centre Corp. The equipment
     was purchased for $4,507,626. On March 1, 2003, the lease was restructured,
     and the expiry date is now March 14, 2007.

<PAGE>

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

                                  June 30, 2004

o    Five (5) schedules consisting of 179 photo labs subject to lease with Kmart
     Corporation. The aggregate purchase price for the equipment was $18,234,162
     which consisted of $681,720 in cash and  $17,552,442 of non-recourse  debt.
     The lease  expiration  dates range  between  April 30, 2006 and January 31,
     2007.

     Substantially all of our recurring  operating cash flows are generated from
the single investor leases in the Partnership's  portfolio.  On a monthly basis,
we deduct the expenses related to the recurring operations of the portfolio from
such  revenues  and assess the amount of the  remaining  cash flows that will be
required to fund known  re-leasing  costs and equipment  management  costs.  Any
residual  operating cash flows are considered  available for distribution to the
investors and are paid monthly (up until the liquidation  period). We anticipate
increases in cash available for operating  distributions to investors due to the
acquisition of more single-investor deals.

Industry Factors

          Our results continue to be impacted by a number of factors influencing
     the equipment leasing industry.

     Further Deterioration of the Air Travel Industry.

     The aircraft leasing industry is currently in on the downside of a business
cycle,  and this has resulted in  depressed  sales prices for assets such as the
Partnership's  aircraft.  It does not  appear  that the  industry  will  recover
significantly  in the very near future,  although the  Partnership is optimistic
that  within two to three  years,  there  will be a full  recovery.  However,  a
further  weakening of the industry  could cause the proceeds  realized  from the
future sale of the Partnership's  aircraft,  engines, and flight simulator to be
even less than suggested by recent appraisals.

     Lessee Credit Risk.

     The Bankruptcy Court has retained jurisdiction over a dispute involving the
Kmart leases, and an adverse ruling may affect the Partnership's  residual value
in the Equipment.  Kmart has attempted to reject one of the Partnership's leases
and replace  equipment from the  Partnership's  schedules to other lessors while
simultaneously  substituting  other lessor's  equipment on to the  Partnership's
schedules.  If the  Partnership is not granted title in the new equipment by the
Bankruptcy Court, it will affect the  Partnership's  ability to realize a return
on its investment.

     Kmart has yet to reimburse the  Partnership  for property taxes remitted by
the  Partnership  on behalf of Kmart. A hearing is scheduled for August 30, 2004
on the  matter,  however  Kmart's  counsel  has  indicated  that Kmart is in the
process  of  verifying  the  invoices  which  have  been   submitted   prior  to
reimbursement.

     International Risks.

     The Partnership's portfolio includes leases with foreign companies, such as
Cathay Pacific Airways,  which makes the Partnership's assets especially subject
to  geo-political  events as well as other  foreign  concerns,  such as SARS.  A
reemergence  of SARS may affect  travel to the Far East,  which would  adversely
affect the financial condition of Cathay Pacific.

<PAGE>

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

                                  June 30, 2004

b.   Results of Operations for the Three Months Ended June 30, 2004 and 2003

Revenues

     Gross  revenues  for the  three  months  ended  June 30,  2004  (the  "2004
Quarter")  were  $5,302,602  comprised  primarily  of rental  income and finance
income. This is a decrease of $867,969 from the quarter that ended June 30, 2003
(the "2003  Quarter").  This  decrease is  attributable  to a decrease in rental
income of $640,320,  finance income of $215,187,  and an increase in net loss on
sale of equipment of $206,948.  The decrease in rental income resulted primarily
from the transfer of  equipment on lease to equipment  held for sale or lease in
one of the Partnership's  consolidated joint ventures,  ICON Aircraft 24846. The
decrease in finance income resulted  primarily from the termination of equipment
on lease to CSK Auto in 2003. Net loss on sale of equipment  increased primarily
due to the sale of equipment  on lease to Alliant  Food,  The Perrier  Group and
National  Steel  which were  included in one of the  Partnership's  consolidated
joint ventures,  ICON Cheyenne, LLC. These decreases were partially offset by an
increase in income from investments in unconsolidated joint ventures of $97,644;
specifically,  net income in the ICON  Aircraft  126,  LLC ("ICON 126") and ICON
SPK-2023  LLC  ("ICON  SPK")  joint  ventures.  Also a gain from  investment  in
unguaranteed  residual value of $98,232  partially offset the decreases in gross
revenue for the 2004 Quarter.

Expenses

     Expenses  for the 2004  Quarter  were  $6,852,827.  This is a  decrease  of
$1,013,529  from the 2003  Quarter.  The  primary  reasons  for the  decrease in
expenses was that depreciation  expense decreased by $887,381 due to the sale of
equipment  on lease to  National  Fuel Gas and  International  Paper in the 2003
Quarter  which were  included  in one of the  Partnership's  consolidated  joint
ventures,  ICON Cheyenne,  a decrease in interest expense of $338,860 was due to
the pay-off of a note  associated  with  equipment on lease to TWA in 2003;  the
overall  decrease  in the  average  size  of the  lease  portfolio  in the  ICON
Cheyenne,  a joint  venture in the 2004 Quarter as compared to the 2003 Quarter;
and the declining nature of interest expense over a period of time. Decreases in
Management  fees -  General  Partner  of  $285,795  and  administrative  expense
reimbursements  - General Partner of $69,396 and  amortization of initial direct
costs of  $23,013  were the  result of a  decrease  in the  average  size of the
finance and operating lease portfolios due to lease terminations or transfers to
equipment held for sale or lease as mentioned above.  Partially offsetting these
decreases is a provision for impairment loss of $601,788  recorded on one of the
Partnership's  consolidated joint ventures,  ICON Aircraft 24846, as a result of
the sale of an aircraft in July 2004.

Net Income/Loss of the Partnership

     As a result of the foregoing factors,  net loss for the quarters ended June
30, 2004 and 2003 was $1,550,565 and $1,696,125,  respectively. The net loss per
weighted  average limited  partnership unit for the quarters ended June 30, 2004
and 2003 was $2.06 and $2.25.

c.   Results of Operations for the Six Months Ended June 30, 2004 and 2003

Revenues

     Gross  revenues for the six months ended June 30, 2004 (the "2004  Period")
were $10,320,801  comprised  primarily of rental income and finance income. This
is a decrease of  $2,184,430  from the six months ended June 30, 2003 (the "2003
Period").  This  decrease  is  attributable  to a decrease  in rental  income of
$1,272,393,  finance income of $455,299,  and an increase in net loss on sale of
equipment of $685,023. The decrease in rental income resulted primarily from the
transfer of equipment on lease to equipment held for sale or lease in one of the
Partnership's  consolidated  joint ventures ICON Aircraft 24846. The decrease in
finance income resulted  primarily from the termination of equipment on lease to
CSK Auto in 2003.  Net loss on sale of  equipment  increased  due to the sale of


<PAGE>

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

                                  June 30, 2004

equipment on lease to Alliant Food,  The Perrier Group and National  Steel which
were  included in one of the  Partnership's  consolidated  joint  ventures  ICON
Cheyenne.  These  decreases were partially  offset by an increase in income from
investments  in  unconsolidated  joint ventures of $128,297;  specifically,  net
income in the ICON 126 and ICON SPK joint ventures.  Also a gain from investment
in  unguaranteed  residual  value of $98,232  partially  offset the decreases in
gross revenue for the 2004 Quarter.

Expenses

     Expenses  for the 2004  Period  were  $14,169,268.  This is a  decrease  of
$556,890 from the 2003 Period.  The primary reasons for the decrease in expenses
was that depreciation expense decreased by $671,260 due to the sale of equipment
on lease to National  Fuel Gas,  Avery  Dennison,  Nestle USA and  International
Paper  in the  2003  Period  which  were  included  in one of the  Partnership's
consolidated  joint ventures,  ICON Cheyenne.  A decrease in interest expense of
$529,652 was due to the pay-off of a note  associated with equipment on lease to
TWA,  LLC in  2003;  the  overall  decrease  in the  average  size of the  lease
portfolio in the ICON Cheyenne  joint venture in the 2004 Quarter as compared to
the 2003 Quarter;  and the declining nature of interest expense over a period of
time.   Decreases  in  Management   fees  -  General  Partner  of  $370,819  and
administrative   expense  reimbursements  -  General  Partner  of  $114,013  and
amortization of initial direct costs of $46,571 were the result of a decrease in
the average  size of the finance and  operating  lease  portfolios  due to lease
terminations  or  transfers  to  equipment  held for sale or lease as  mentioned
above. The decrease in expenses were partially offset by an increase in aircraft
maintenance expenses of $171,180 due primarily to increased  maintenance expense
associated  with the Boeing  767-300 ER aircraft that was  previously  leased to
Scandinavian  Airline Systems included in one of the Partnership's  consolidated
joint  ventures,  ICON Aircraft  24846. An increase in provision for bad debt of
$411,742  was  recorded on  equipment  leased to K-Mart which is included in the
Partnership's  investment in finance  leases.  An increase in minority  interest
(income)  expense  of  $110,734  was  due  to  losses  incurred  in  two  of the
Partnership's consolidated joint ventures,  specifically ICON Aircraft 24846 and
ICON  Cheyenne  LLC.  Also,  an increase in  provision  for  impairment  loss of
$601,788 recorded on one of the Partnership's  consolidated joint ventures, ICON
Aircraft 24846.

Net Income/Loss of the Partnership

     As a result of the foregoing  factors,  net loss for the periods ended June
30, 2004 and 2003 was $3,848,467 and $2,220,927,  respectively. The net loss per
weighted  average limited  partnership  unit for the periods ended June 30, 2004
and 2003 was $5.12 and $2.94.

d.   Liquidity and Capital Resources

Cash Requirements

     The  Partnership  has  sufficient   funds  necessary  to  maintain  current
operations  and to continue to invest in business  essential  assets  subject to
lease. The Partnership is currently  focused on increasing cash flow through the
acquisition of additional "income" leases.

Operations

     The Partnership's primary source of funds for the six months ended June 30,
2004 were cash proceeds associated with equipment sold and advances received and
for the sale of equipment of $3,464,571,  proceeds from the sale of unguaranteed
residuals of $507,818,  and  distributions  received from  unconsolidated  joint
ventures of $437,458. The Equipment sold was equipment on lease to Alliant Food,


<PAGE>


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

June 30, 2004 The Perrier Group, Home Depot,  Solectron,  NBC and National Steel
which were included in one of the Partnership's consolidated joint ventures ICON
Cheyenne.  The distributions received from the joint venture was due to sales of
equipment and rental income  received by two of the  Partnership's  consolidated
joint ventures ICON SPK 2023-A, LLC and  ICON/Kenilworth  LLC.  Distributions to
partners aggregated $3,010,089.  As a result of this activity, the Partnership's
liquidity was decreased during the 2004 Period over the 2003 Period.  As cash is
realized from  operations the  Partnership  will continue to invest in equipment
leases and financings where it deems it to be prudent while retaining sufficient
cash to meet its reserve requirements and recurring obligations.

     Kmart-lessee:  The Partnership is the lessor of 210 Noritsu Optical/Digital
photo  processing  mini-labs  located at Kmart retail  locations  throughout the
country.

     On January 22,  2002,  Kmart and its  affiliate  debtors  filed a voluntary
petition  in the United  States  Bankruptcy  Court for the  Eastern  District of
Illinois  seeking  relief  under  Chapter  11 of Title 11 of  U.S.C.,  11 U.S.C.
(Section)101, et. seq. as amended.

     The Partnership was one of multiple lessors that financed mini-labs.  Kmart
neither  affirmed  nor  rejected  any of the leases for this  equipment in their
current form.  Instead,  Kmart attempted to invoke a provision  within the lease
agreements  that  allegedly  allows Kmart to substitute  like  equipment on each
schedule  even if the  equipment is  encumbered.  Kmart's plan was to substitute
equipment  among the various  schedules,  regardless  of  lessor/lender,  and to
affirm or reject each newly defined schedule.

     On January 24, 2003 Kmart filed its Joint Plan of Reorganization. The plan,
which  excluded any of the schedules of the  mini-labs,  was confirmed and Kmart
emerged  from  Bankruptcy  on  May  5,  2003.  The  court   maintained   special
jurisdiction over the mini-lab leases.  Kmart and the lessors/lenders each filed
motions  for   summary   judgment   supporting   their   respective   positions.
Subsequently, the court rejected each of the motions and has ordered the parties
go to trial.  As of March 31, 2004,  several  lenders and lessors  including the
Partnership have retained counsel to attempt to resolve the matter.

     While the  Partnership  expects  to  prevail  in this  matter,  there is no
certainty of the outcome and therefore the Partnership may be adversely affected
by an unfavorable  decision of the Bankruptcy Court. The Partnership in its 2003
annual  report on Form 10-K,  had  indicated  that Kmart was current on payments
through March 2004.  This  statement was made as a result of having not received
notice from any lenders of a payment default.

ICON Aircraft 24846
-------------------

     The General  Partner had determined that it was in its best interest of the
Partnership  and  its  co-venturers  to  sell  the  Boeing  767-300ER  aircraft,
manufacturer's  serial number 24846,  to BTM Capital Corp.,  the lender,  for an
amount equal to the outstanding  non-recourse debt balance. The decision to sell
the aircraft was based, in part, on the following factors:

1)   The aircraft's  current fair market value was between $24MM and $27MM,  and
     the balance of the outstanding debt was $34.5MM.

2)   Any new lease for the  aircraft  would have  required  the  Partnership  to
     contribute  an  additional  $850,000  in equity  (at  minimum)  in order to
     reconfigure the aircraft and/or upgrade the engines.

3)   If the  Partnership  were to continue to remarket the aircraft,  the lender
     would have  required  interest only  payments of  $100,000/month  until the
     aircraft was placed with a new lessee.

     The sale of the aircraft took effect on July 29, 2004.  ICON Aircraft 24846
realized a loss of  approximately  $601,788  and recorded an  impairment  in the
second quarter.

<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                                  June 30, 2004

Financings and Recourse Borrowings

     The  Partnership  has  $2,000,000  outstanding  under its  joint  borrowing
facility  with  Comerica  Bank.  The  existence  of  the  facility  enables  the
Partnership  to use cash for  acquisitions  and  distribution  should  cash flow
become constrained during the reinvestment period.

     The  Partnership,  along with certain of its  affiliates  -- ICON Cash Flow
Partners L.P.  Seven,  ICON Income Fund Eight A and ICON Income Fund Nine LLC --
are parties to a Loan and Security Agreement dated May 30, 2002, as amended (the
"Loan  Agreement")  between  themselves and Comerica Bank (the "Bank").  Certain
financial covenants under the Loan Agreement were violated and were subsequently
cured.  The Bank has waived any default that might have resulted there from. The
line of credit was extended to expire December 31, 2004. Aggregate borrowings by
all funds under the line of credit  agreement  aggregated  to $8,615,439 on June
30, 2004.

     Distributions

     The Partnership made cash  distributions  to partners of $3,010,089  during
the six months ended June 30, 2004. Such  distributions have been reflected as a
return of capital, as the Partnership recorded a loss for the Period.

     Uncertainties

     As of June 30,  2004,  except as noted  above in the  Overview  section and
listed  below in the Risk  Factors  section,  and to the best of our  knowledge,
there were no known  trends or  demands,  commitments,  events or  uncertainties
which are likely to have a material effect on liquidity

Risk Factors

     Set forth below and elsewhere in this report and in other documents we file
with the Securities and Exchange  Commission  are risks and  uncertainties  that
could  cause  our  actual  results  to  differ   materially   from  the  results
contemplated  by the  forward-looking  statements  contained  in this report and
other periodic statements we make, including but not limited to, the following:

o    Kmart is attempting to reject one of the Partnership's  equipment schedules
     and also  attempting  to  substitute  equipment  among all of its equipment
     schedules, including schedules not owned by the Partnership. The Bankruptcy
     Court has retained  jurisdiction  over this  dispute and it is  anticipated
     that the Court will enter an Order  granting the  Partnership  title to the
     "new"  equipment  which is being  substituted.  If the  Partnership  is not
     granted title in the new equipment by the Bankruptcy  Court, it will affect
     the Partnership's  ability to realize on its investment.  The Court is also
     in the process of resolving a dispute with Kmart over  delinquent  property
     taxes.

o    TWA, LLC is owned by American Airlines, which has suffered financially with
     the rest of the Airline Industry. The possibility of a Chapter 11 filing by
     American Airlines may adversely affect the Partnership's  engines which are
     on lease to TWA, LLC.

<PAGE>

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

                                  June 30, 2004

e.   Inflation and Interest Rates

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

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

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     The  Partnership is exposed to certain market risks,  including  changes in
interest rates and the demand for equipment (and the related residuals) owned by
the Partnership and its investors.

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

     The  Partnership  borrows funds under a floating rate line of credit and is
therefore  exposed to interest  rate risk until the floating rate line of credit
is repaid. The Partnership's had $2,000,000  outstanding under the floating rate
line of credit as of June 30, 2004.

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

Item 4.    Controls and Procedures

     The Partnership  carried out an evaluation,  under the supervision and with
the  participation  of management of ICON Capital Corp.,  the General Partner of
the  Partnership,  including  the  Chief  Executive  Officer  and the  Principal
Financial  and  Accounting  Officer,  of the  effectiveness  of the  design  and
operation of the Partnership'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 upon the evaluation,  the Chief Executive  Officer and the Principal
Financial and Accounting  Officer  concluded that the  Partnership's  disclosure
controls and procedures were effective.

     There were no significant  changes in the  Partnership's  internal  control
over  financial  reporting  during the  Partnership's  second  quarter that have
materially  affected,  or are likely to  materially  affect,  the  Partnership's
internal control over financial reporting.

<PAGE>

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

PART II - OTHER INFORMATION
---------------------------


Item 1 - Legal Proceedings
--------------------------

     The  Partnership,  from  time-to-time,  in the ordinary course of business,
commences  legal actions when  necessary to protect or enforce the rights of the
Partnership.  We are not a defendant party to any pending litigation and are not
aware of any pending or threatened litigation against the Partnership.

Item 6 - Exhibits and Reports on Form 8-K
-----------------------------------------

(a)  Exhibits

32.1 Certification of Chairman and Chief Executive Officer

32.2 Certification  of Executive  Vice  President  and  Principal  Financial and
     Accounting Officer.

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

33.2 Certification  of Executive  Vice  President  and  Principal  Financial and
     Accounting Officer pursuant to 18 U.S.C. (Section)1350, as adopted pursuant
     to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Report on Form 8-K - None

<PAGE>

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



                                   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.
                                     By its General Partner,
                                     ICON Capital Corp.



       August 16, 2004       /s/ Thomas W. Martin
 -----------------------     ---------------------------------
             Date            Thomas W. Martin
                             Executive Vice President
                             (Principal financial and accounting officer of the
                             General Partner of the Registrant)

<PAGE>

Exhibit 32.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

                              Certifications - 10-Q
                              ----------------------

I, Beaufort J.B. Clarke, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of ICON  Income Fund
     Eight B L.P.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge,  the condensed consolidated financial statements and
     other  financial  information  included in this  quarterly  report,  fairly
     present  in all  material  respects  the  financial  condition,  results of
     operations  and cash flows of the  registrant  as of, and for,  the periods
     presented in this quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this quarterly report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this quarterly  report our conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this  quarterly  report  based on
          such evaluation; and

     c)   disclosed  in this  quarterly  report any  change in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's most recent fiscal quarter that has materially  affected,
          or  is  reasonably  likely  to  materially  affect,  the  registrant's
          internal control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the board of directors of the General Partner
     (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect the  registrant's  ability to record,  process,  summarize  and
          report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls over financial reporting.

Dated:  August 16, 2004

/s/ Beaufort J.B. Clarke
-----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Income Fund Eight B L.P.

<PAGE>

Exhibit 32.2

Principal  Financial  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

                              Certifications - 10-Q
                              ---------------------

I, Thomas W. Martin, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of ICON  Income Fund
     Eight B L.P.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge,  the condensed consolidated financial statements and
     other  financial  information  included in this  quarterly  report,  fairly
     present  in all  material  respects  the  financial  condition,  results of
     operations  and cash flows of the  registrant  as of, and for,  the periods
     presented in this quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this quarterly report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this quarterly  report our conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this  quarterly  report  based on
          such evaluation; and

     c)   disclosed  in this  quarterly  report any  change in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's most recent fiscal quarter that has materially  affected,
          or  is  reasonably  likely  to  materially  affect,  the  registrant's
          internal control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the board of directors of the General Partner
     (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect the  registrant's  ability to record,  process,  summarize  and
          report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls over financial reporting.

Dated:  August 16, 2004

/s/ Thomas W. Martin
----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer)
ICON Capital Corp.
sole General Partner of ICON Income Fund Eight B L.P.
<PAGE>


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

                                  June 30, 2004

EXHIBIT 33.1

     I,  Beaufort  J.B.  Clarke,  Chairman and Chief  Executive  Officer of ICON
Capital  Corp,  the sole  General  Partner  of ICON  Income  Fund  Eight B L.P.,
certify,  pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002 (18 U.S.C.
1350), that, to the best of my knowledge and belief :

(1)  the  Quarterly  Report on Form 10-Q for the period ended June 30, 2004 (the
     "Periodic Report") which this statement accompanies fully complies with the
     requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of
     1934 (15 U.S.C. 78m); and

(2)  the information  contained in the Periodic Report fairly  presents,  in all
     material  respects,  the  financial  condition and results of operations of
     ICON Income Fund Eight B L.P.

Dated:  August 16, 2004



                 /s/ Beaufort J.B. Clarke
                 ------------------------------------------------------
                 Beaufort J.B. Clarke
                 Chairman and Chief Executive Officer
                 ICON Capital Corp.
                 General Partner of ICON Income Fund Eight B L.P.

<PAGE>

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

                                  June 30, 2004

EXHIBIT 33.2

     I, Thomas W. Martin,  Executive  Vice  President  (Principal  Financial and
Accounting  Officer) of ICON  Capital  Corp,  the sole  General  Partner of ICON
Income Fund Eight B L.P., certify, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350), that, to the best of my knowledge and belief:

(1)  the  Quarterly  Report on Form 10-Q for the period ended June 30, 2004 (the
     "Periodic Report") which this statement accompanies fully complies with the
     requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of
     1934 (15 U.S.C. 78m); and

(2)  the information  contained in the Periodic Report fairly  presents,  in all
     material  respects,  the  financial  condition and results of operations of
     ICON Income Fund Eight B L.P.

Dated:  August 16, 2004



            /s/ Thomas W. Martin
            -------------------------------------------------------
            Thomas W. Martin
            Executive Vice President (Principal
            Financial and Accounting Officer)
            ICON Capital Corp.
            General Partner of ICON Income Fund Eight B L.P.