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                   September 30, 2005
                      ----------------------------------------------------------

[ ] 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

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

<PAGE>
                          ICON Income Fund Eight B L.P.
                                      Index


PART I - FINANCIAL INFORMATION

     Item 1.  Condensed Consolidated Financial Statements

      Condensed Consolidated Balance Sheets at September 30, 2005 (Unaudited)
        and December 31, 2004

      Condensed Consolidated Statements of Operations for the three and
        nine months ended September 30, 2005 and 2004 (Unaudited)

      Condensed Consolidated Statement of Changes in Partners' Equity for the
        nine months ended September 30, 2005 (Unaudited)

      Condensed Consolidated Statements of Cash Flows for the nine months ended
        September 30, 2005 and 2004 (Unaudited)

      Notes to Condensed Consolidated Financial Statements (Unaudited)

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

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     Item 4.  Controls and Procedures

PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings

     Item2.  Unregistered Sales of Equity Securities and Use of Proceeds

     Item 3.  Defaults Upon Senior Securities

     Item 4.  Submission of Matters To A Vote of Security Holders

     Item 5.  Other Information

     Item 6.  Exhibits

         Signatures

         Certifications

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                      Condensed Consolidated Balance Sheets


                                     ASSETS

                                               (Unaudited)
                                              September 30,      December 31,
                                                   2005              2004
                                                   ----              ----

 Cash and cash equivalents                  $       844,563   $    1,249,480
                                            ---------------   --------------

 Investments in finance leases:
    Minimum rents receivable                      3,510,343       10,440,930
    Estimated unguaranteed residual values          906,347        1,227,902
    Initial direct costs, net                        14,841           74,841
    Unearned income                                (217,860)        (840,885)
    Allowance for doubtful accounts                      -          (411,742)
                                            ---------------   --------------

      Net investments in finance leases           4,213,671       10,491,046
                                            ---------------   --------------

 Investments in operating leases:
    Equipment, at cost                          135,572,243      138,085,569
    Accumulated depreciation                    (47,661,120)     (39,597,336)
                                            ---------------   --------------

      Net investments in operating leases        87,911,123       98,488,233
                                            ---------------   --------------

 Investments in joint ventures                    6,366,300        5,308,848
 Due from General Partner and affiliates             88,645           14,071
 Investment in option, at cost                    2,100,000        2,100,000
 Other assets, net                                1,665,467        1,495,344
                                            ---------------   --------------

      Total assets                          $   103,189,769   $  119,147,022
                                            ===============   ==============

See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                      Condensed Consolidated Balance Sheets

                        LIABILITIES AND PARTNERS' EQUITY

<TABLE>
<CAPTION>

                                                         (Unaudited)
                                                         September 30,    December 31,
                                                             2005            2004
                                                             ----            ----

<S>                                                     <C>             <C>
 Notes payable - non-recourse                           $  65,673,957   $  83,080,022
 Notes payable - recourse                                   6,785,000       3,225,000
 Due to General Partner and affiliates                         26,327         169,543
 Deferred rental income                                     2,723,585       1,036,168
 Equipment sales advances                                     211,156          72,600
 Security deposits and other liabilities                      554,774       1,145,673
 Minority interest                                            695,883         820,725
                                                        -------------   --------------

    Total liabilities                                      76,670,682      89,549,731
                                                        -------------   -------------

 Commitments and contingencies

 Partners' equity:
    General Partner                                          (384,861)       (354,117)
    Limited Partners: 743,201.96 and 743,279.34 units
outstanding, $100 per unit original issue price            26,903,948      29,951,408
                                                        -------------  --------------

    Total partners' equity                                 26,519,087      29,597,291
                                                        -------------  --------------

    Total liabilities and partners' equity              $ 103,189,769  $  119,147,022
                                                        =============  ==============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Three Months               Nine Months
                                                               Ended September 30,      Ended September 30,
                                                              2005           2004        2005         2004
                                                              ----           ----        ----         ----
 Revenue:
<S>                                                   <C>                <C>          <C>           <C>
    Rental income                                     $       5,062,306  $ 4,497,884  $ 15,174,518  $ 14,471,720
    Finance income                                              107,067      269,921       477,915       906,679
    Net gain (loss) on sales of equipment                       172,947     (265,443)       35,894      (938,671)
    Income from investments in joint ventures                   120,374      118,883       384,461       386,501
    Gain from sale of investment in
      unguaranteed residual values                                   -         1,194       320,097        99,426
    Interest and other income                                   176,070       19,101       394,725        36,686
                                                      -----------------  -----------  ------------   -----------

      Total revenue                                           5,638,764    4,641,540    16,787,610    14,962,341
                                                      -----------------  -----------  ------------   -----------

 Expenses:
    Depreciation                                              3,007,471    3,159,140     9,737,529    11,103,749
    Interest                                                  1,048,566    1,264,151     3,313,697     4,486,392
    Management fees - General Partner                           362,009      421,985     1,087,113     1,245,749
    Administrative expense reimbursements -
      General Partner                                           114,042      195,259       431,223       636,681
    Aircraft maintenance                                             -            -             -        171,180
    General and administrative                                   41,223      152,805       601,672       761,839
    Amortization of initial direct costs                          8,290       21,766        41,527        99,560
    Bad debt expense                                                 -            -             -        411,742
    Impairment loss                                                  -            -             -        601,788
    Minority interest                                            82,581      (18,531)      144,493      (152,837)
                                                      -----------------  -----------  ------------  ------------


      Total expenses                                          4,664,182    5,196,575    15,357,254    19,365,843
                                                      -----------------  -----------  ------------  ------------

 Net income (loss)                                    $         974,582  $  (555,035) $  1,430,356  $ (4,403,502)
                                                      =================  ===========  ============  ============

 Net income (loss) allocable to:
    Limited Partners                                  $         964,836  $  (549,485) $  1,416,052  $ (4,359,467)
    General Partners                                              9,746       (5,550)       14,304       (44,035)
                                                      -----------------  -----------  ------------  ------------

                                                      $         974,582  $  (555,035) $  1,430,356  $ (4,403,502)
                                                      =================  ===========  ============  ============

 Weighted average number of limited
    partnership units outstanding                               743,257      743,648       743,272       744,463
                                                      =================  ===========  ============  ============


 Net income (loss) per weighted average
    limited partnership unit                          $            1.30  $     (0.74) $       1.91  $      (5.86)
                                                      =================  ===========  ============  ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
         Condensed Consolidated Statement of Changes in Partners' Equity
                      Nine Months Ended September 30, 2005
                                   (Unaudited)



<TABLE>
<CAPTION>

                                                                                                      Total
                                             Units               Limited          General             Partners'
                                         Outstanding            Partners          Partner             Equity
                                         -----------            --------          -------             -----

<S>                                      <C>               <C>                  <C>             <C>
 Balance, January 1, 2005                  743,279.34       $    29,951,408     $   (354,117)   $      29,597,291

 Limited partnership units redeemed           (77.38)                (3,882)             -                 (3,882)
 Cash distributions to partners                   -              (4,459,630)         (45,048)          (4,504,678)
 Net income                                       -               1,416,052           14,304            1,430,356
                                       --------------       ---------------     ------------    -----------------

 Balance, September 30, 2005               743,201.96       $    26,903,948     $   (384,861)   $      26,519,087
                                        =============       ===============     ============    =================

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                 Condensed Consolidated Statements of Cash Flows
                         Nine Months Ended September 30,
                                   (Unaudited)



<TABLE>
<CAPTION>

 Increase (decrease) in cash and cash equivalents                                 2005                2004
                                                                                  ----                ----
 Cash flows from operating activities
<S>                                                                     <C>                   <C>
    Net income (loss)                                                   $        1,430,356    $     (4,403,502)
    Adjustments to reconcile net income (loss) to net cash provided by
     (used in) operating activities:
      Rental income paid directly to lenders by lessees                        (13,321,998)        (13,684,723)
      Interest expense on non-recourse financing
       paid directly to lenders by lessees                                       2,982,678           3,832,042
      Depreciation                                                               9,737,529          11,103,749
      Finance income paid directly to lenders by lessees                          (356,857)           (628,091)
      Net (gain) loss on sales of equipment                                        (35,894)            938,671
      Income from investments in joint ventures                                   (384,461)           (386,501)
      Amortization of initial direct costs                                          41,527              99,560
      Gain from sale of investment in unguaranteed residual values                (320,097)            (99,426)
      Bad debt expense                                                                  -              411,742
      Impairment loss                                                                   -              601,788
      Minority interest                                                            144,493            (152,837)
    Changes in operating assets and liabilities:
      Collection of principal - non-financed receivables                           620,899           1,096,893
      Due to/from General Partner and affiliates                                  (217,790)            (38,109)
      Other assets                                                                  (4,110)           (129,849)
      Deferred rental income                                                        45,821              96,366
      Security deposits and other liabilities                                     (166,053)          1,324,089
                                                                        ------------------     ---------------

 Net cash provided by (used in) operating activities                               196,043             (18,138)
                                                                        ------------------     ---------------

 Cash flows from investing activities:
    Proceeds from sales of equipment                                               758,674           3,702,243
    Equipment sales advances                                                       211,156            (992,598)
    Loans and advances to affiliates                                              (672,992)           (815,616)
    Distributions to minority interest in  joint venture                          (269,335)           (550,873)
    Proceeds from sale of investment in unguaranteed residual values               320,097             509,012
    Distributions received from joint ventures                                          -              868,336
                                                                        ------------------     ---------------

 Net cash provided by investing activities                                         347,600           2,720,504
                                                                        ------------------     ---------------

 Cash flows from financing activities:
    Cash distributions to partners                                              (4,504,678)         (4,513,224)
    Proceeds from recourse borrowings                                            3,560,000           1,195,000
    Payment of non-recourse borrowings                                                  -              (73,046)
    Minority interest contribution, net                                                 -               11,458
    Redemption of limited partnership units                                         (3,882)           (126,998)
                                                                        ------------------    ----------------

 Net cash used in financing activities                                            (948,560)         (3,506,810)
                                                                        ------------------    ----------------

 Net decrease in cash and cash equivalents                                        (404,917)           (804,444)
 Cash and cash equivalents, beginning of the period                              1,249,480           1,760,803
                                                                        ------------------    ----------------

 Cash and cash equivalents, end of the period                           $          844,563    $        956,359
                                                                        ==================    ================

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       7
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                 Condensed Consolidated Statements of Cash Flows
                         Nine Months Ended September 30,
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                                      2005             2004
                                                                                      ----             ----
 Supplemental disclosure of cash flow information:
<S>                                                                          <C>                 <C>
    Cash paid during the period for interest                                 $         331,019   $       654,350
                                                                             =================   ===============

 Supplemental disclosure of non-cash investing and financing activities:
    Principal and interest paid directly to lenders by lessees               $      16,990,337   $    17,286,637
                                                                             =================   ===============
    Notes payable non-recourse relinquished with repossession of equipment   $       3,398,406   $    34,491,692
                                                                             =================   ===============
    Joint venture interests acquired from affiliate in exchange
      for amounts owed, at fair value                                        $         672,992   $          -
                                                                             =================   ===============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       8
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
              Notes to Condensed Consolidated Financial Statements
                               September 30, 2005
                                   (Unaudited)

(1)    Basis of Presentation

     The accompanying condensed consolidated financial statements of ICON Income
Fund Eight B L.P (the  "Partnership")  have been  prepared  in  accordance  with
accounting  principles  generally  accepted in the United  States of America for
interim  financial  information and pursuant to the rules and regulations of the
Securities  and  Exchange  Commission  for Form 10-Q.  Accordingly,  they do not
include all of the information and footnotes  required by accounting  principles
generally  accepted  in the United  States of  America  for  complete  financial
statements.  In the opinion of management,  all adjustments  (consisting only of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included.  These condensed consolidated financial statements should be read
in conjunction with the consolidated  financial statements and notes included in
the  Partnership's  2004 Annual Report on Form 10-K. 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  interests  in minority  owned  joint  ventures  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.  In
joint ventures where the  Partnership's  ownership  interest is majority  owned,
minority interest  represents the minority owner's  proportionate share of their
equity in the joint venture.  The minority interest is adjusted for the minority
venturer's share of the earnings or loss 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
acquiring  equipment  subject to lease.  The  Partnership  will  continue  until
December 31, 2017, unless terminated sooner.

     The General  Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut  corporation.  The General Partner manages and controls
the  business  affairs  of the  Partnership's  equipment  leases  and  financing
transactions under the terms of a management agreement with the Partnership (the
"Management  Agreement").  Additionally,  the General Partner has a 1% ownership
interest in the Partnership.

     The  Partnership  is currently  in its  "reinvestment"  phase,  wherein the
Partnership  seeks  to  purchase  leased  equipment  from  time to time and will
continue in this phase into the fall of 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 "disposition period." If the Partnership
believes it would be  beneficial  to reinvest the cash flow in equipment  during
the disposition  period, the Partnership may do so, but the General Partner will
not receive any additional fees in connection with such reinvestments.

                                       9
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
              Notes to Condensed Consolidated Financial Statements
                               September 30, 2005
                                   (Unaudited)

(2)    Organization - continued

     Profits,  losses, cash distributions and disposition proceeds are allocated
99% to the limited  partners  and 1% to the General  Partner  until each limited
partner has received cash distributions and disposition  proceeds  sufficient to
reduce  its  adjusted  capital  contribution  account to zero and  received,  in
addition,  other distributions and allocations which would provide a 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.

     Certain  reclassifications  have  been made to the  accompanying  condensed
consolidated  financial statements for the three and nine months ended September
30, 2004 to conform to the current period presentation.

(3)    Investments in Operating Leases

     On March 23, 2001 the  Partnership  acquired a 100%  interest in one flight
simulator on lease to British Aerospace, Inc. ("BAE") with an expiration date of
March  27,  2006,  at which  time BAE had an  option  to renew the lease for two
additional  terms  of one  year  each.  The  purchase  price  was  approximately
$12,892,000,  comprised of  approximately  $2,062,000 in cash and $10,830,000 of
non-recourse  debt.  The debt was fully repaid on March 27, 2005. On October 31,
2005, the Partnership sold this leased equipment to a third party for $8,000,000
in cash. The Partnership  will recognize a gain of  approximately  $4,500,000 on
this sale.

(4)    Transactions with Related Parties

     In accordance with the terms of the Management  Agreement,  the Partnership
pays 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 joint ventures and (ii)  acquisition  fees of 3% calculated based on the
gross value of the transactions.  In addition, the General Partner is reimbursed
for  administrative  expenses  incurred  in  connection  with the  Partnership's
operations.

     The  Partnership has a net receivable in the amount of $62,318 due from the
General  Partner and affiliates at September 30, 2005.  The  Partnership is owed
$88,070  from ICON  Income  Fund  Nine,  LLC ("Fund  Nine") for rental  payments
received on the  Partnership's  behalf  during the quarter  ended  September 30,
2005. The  Partnership  owes $26,327 to the General  Partner for  administrative
expense reimbursements accrued during the quarter ended September 30, 2005.

     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 a majority  interest for the three and nine month periods ended
September 30, 2005 and 2004, respectively, were as follows:

                                       10
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
              Notes to Condensed Consolidated Financial Statements
                               September 30, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                Three Months Ended                Nine Months Ended
                                                   September 30,                  September 30,
                                               2005               2004            2005          2004
                                               ----               ----            ----          ----

<S>                                             <C>                <C>             <C>            <C>
Management fees                           $        362,009   $     421,985   $  1,087,113   $    1,245,749
Administrative expense reimbursements              114,042         195,259        431,223          636,681
                                          ----------------   -------------   ------------   --------------

                                          $        476,051   $     617,244   $  1,518,336   $    1,882,430
                                          ================   =============   ============   ==============

</TABLE>

(5)    Revolving Loan Facility

     On  August  31,  2005,  the  Partnership,  together  with  certain  of  its
affiliates  (entities sponsored and organized by the Manager),  ICON Income Fund
Nine,  LLC, and ICON Income Fund Ten,  LLC and ICON  Leasing  Fund  Eleven,  LLC
("Fund Eleven")  (collectively,  the "Borrowers") entered into a Commercial Loan
Agreement (the  "Agreement"),  with California Bank & Trust (the "Lender").  The
Agreement provides 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  Agreement.  Each of the Borrowers are jointly and severally  liable for all
amounts  borrowed under the Facility.  Amounts  available  under the Facility is
subject to a borrowing base that is determined,  subject to certain limitations,
based on the  present  value  of the  future  receivables  under  certain  lease
agreements in which the Borrowers have a beneficial interest.  The interest rate
on any advances  made under the  Facility is the Lender's  prime rate plus 0.25%
per year (which was 7% at September 30, 2005). In accordance with the Agreement,
the Borrowers may elect to have up to five separate  advances under the Facility
each made at the rate at which United States dollar  deposits can be acquired by
the Lender in the London Interbank Eurocurrency Market, plus 2.75% per year. The
Facility  expires on August 31,  2007  unless  renewed by the  Borrowers  for an
additional one year term, in the sole discretion of the Lender.

     As part of the  Agreement the Borrowers are required to comply with certain
financial  covenants,  including,  a minimum debt coverage ratio, a tangible net
worth covenant, a leverage ratio and a minimum liquidity covenant. The Borrowers
are in compliance  with these  covenants at September 30, 2005. If the Borrowers
become non-compliant with any of the terms and conditions of the Agreement,  the
Borrowers may not declare or pay any distributions to investors.

     In addition,  on August 31, 2005, the Borrowers entered into a Contribution
Agreement (the "Contribution  Agreement"),  pursuant to which the Borrowers have
agreed to certain  restrictions  on the  amounts  and terms of their  respective
borrowings  under the  Facility  in order to  minimize  the risk that a Borrower
would be unable to repay its portion of the  outstanding  obligations  under the
Facility  at any time.  These  restrictions  include,  but are not  limited  to,
borrowing  in  excess  of the  lesser  of  (a) an  amount  each  Borrower  could
reasonably  expect to repay in one year from its projected cash flow, or (b) the
greater of (i) the borrowing  base, as defined in the  Agreement,  as applied to
such and (ii) 50% of the net worth of such Borrower.  The Contribution Agreement
also  provides  that,  in  the  event  a  Borrower  pays  an  amount  under  the
Contribution Agreement in excess of its share of the total obligations under the
Facility,  whether  by reason of an event of  default  or  otherwise,  the other
Borrowers will immediately  make a contribution  payment to such Borrower and in
such  amount  that the  aggregate  amount  paid by each  Borrower  reflects  its
allocable share of the aggregate obligations under the Facility.  The Borrowers'
obligations to each other under the Contribution Agreement are collateralized by
a subordinate lien on the assets of each Borrower.

                                       11
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
              Notes to Condensed Consolidated Financial Statements
                               September 30, 2005
                                   (Unaudited)

     Under the terms of the Agreement,  the Borrowers are required to maintain a
cash reserve with the Lender  representing 20% of all outstanding  advances plus
all pending  advances.

     On September 7, 2005, certain of the Borrowers were advanced  approximately
$10,200,000 under the Facility, which amount was used to completely repay all of
the  outstanding  indebtedness  owed  by  certain  of the  Borrowers  and  their
affiliates under a prior revolving credit facility.

(5)    Revolving Loan Facility - continued

     Aggregate  borrowings  by all  Borrowers  under the  Facility  amounted  to
$10,471,046  at September 30, 2005.  The  Partnership  currently has  $6,785,000
outstanding  under this  Facility  which was repaid to the Lender on November 1,
2005, using proceeds from the BAE sale.

(6)    Recent Accounting Pronouncements

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

(7)     K-Mart Litigation

     On January  22,  2002,  K-Mart  Corporation  ("K-Mart")  and its  affiliate
debtors filed a voluntary petition in the United States Bankruptcy Court for the
Eastern  District of Illinois  (the  "Bankruptcy  Court")  seeking  relief under
Chapter 11 of the United States  Bankruptcy Code. The Partnership was the lessor
of  five  lease  schedules   representing  179  Noritsu   Optical/Digital  photo
processing  mini-labs located at K-Mart retail locations throughout the country.
Although  K-Mart emerged from Chapter 11 during 2004,  the Bankruptcy  Court has
retained jurisdiction over this matter.

     On June 21,  2005,  the  Bankruptcy  Court  officially  rejected one of the
Partnership's  five equipment  leases with K-Mart and the equipment was returned
to the Partnership.  Additionally,  the Bankruptcy Court awarded the Partnership
approximately  $220,000 for overdue property tax payments previously paid by the
Partnership.  This amount was received on July 5, 2005. At June 30, 2005, K-Mart
was current on their rental  payments for the  remaining  four  equipment  lease
schedules  which  consist  of  128  Noritsu   Optical/Digital  photo  processing
mini-labs.  K-Mart  refused to make the required lease payments to the lender on
the one  rejected  lease.  This  action put this one lease in  default  with the
lender.  On June 30, 2005, the Partnership,  removed the rejected  equipment and
related  non-recourse  debt from its books and  recorded  a net gain on sales of
equipment of approximately $44,000.

                                       12
<PAGE>

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 in  conjunction  with our
unaudited condensed consolidated financial statements and related notes included
elsewhere in this report and the audited  consolidated  financial statements and
related  notes  included  in our  Annual  Report on Form 10-K for the year ended
December 31, 2004.

     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  Information - The following discussion and analysis should
be read in conjunction with the audited  consolidated  financial  statements and
notes  included  in our annual  report on Form 10-K  dated  December  31,  2004.
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.
We believe 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 our 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  petroleum  and  fuel  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;  foreign currency  fluctuations;  and environmental and labor
laws. Our 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 our control, including, without limitation:

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

o    the degree and nature of our competition;

o    cash flows from operating  activities may be less than our current level of
     expenses and debt obligations;

o    the financial condition of lessees; and

o    lessee defaults.

     Business Overview

     We are an equipment  leasing  business formed on February 7, 2000. We began
active  operations on June 14, 2000. We are primarily engaged in the business of
acquiring  equipment  subject  to  lease  and,  to a  lesser  degree,  acquiring
ownership rights to items of leased equipment at lease  expiration.  Some of our
equipment  leases will be acquired for cash and are expected to provide  current
cash flow,  which we refer to as "income"  leases.  The majority of the purchase
price of our other  equipment  leases  will be  financed,  so these  leases will
generate little or no current cash flow because  substantially all of the rental
payments  received  from a lessee will be paid to a lender.  For these  "growth"
leases,  we anticipate that the future value of the leased equipment will exceed
the cash portion of the purchase price paid for the equipment.  We are currently
in our  "reinvestment"  phase,  wherein we will seek to purchase  equipment from
time to time through October 2006.

     We initially  invested  most of the net proceeds from our offering in items
of equipment subject to a lease.  Additional investments have been made with the
cash generated from our initial investments to the extent that such cash has not
been  needed  for  expenses,   reserves  and  distributions  to  investors.  The
investment in additional  equipment in this manner is called  "reinvestment." We
anticipate purchasing equipment from time to time until five years from the date
we completed  the offering of limited  partnership  interests,  which is October
2006. That time frame is called the  "reinvestment  period," which we may extend
for an  additional  three  years,  at our  discretion.  After the  "reinvestment
period," we will then sell our assets in the ordinary  course of business during
a time frame called the "disposition period."

                                       13
<PAGE>

     If we believe  it would  benefit  investors  to  reinvest  our cash flow in
equipment during the disposition  period,  we may do so, but the General Partner
will not receive any additional fees in connection with such reinvestments.  Our
goal is to complete the  disposition  period in three years after the end of the
reinvestment  period, but it may take longer to do so. Accordingly,  an investor
should  expect  to hold his  units  for at least  10  years  from the time  they
invested.

     Substantially all of our recurring  operating cash flows are generated from
the income leases in our 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 distribution period).

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

     Air Transportation Industry

     We have 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. This
lease  may be  renewed  for up to five  years  thereafter.  Our  portion  of the
purchase  price  was  approximately  $24,405,000,   comprised  of  approximately
$2,615,000  in  cash  and  the  assumption  of   approximately   $21,790,000  of
non-recourse debt.

     We have a 100% interest in one Airbus A340-313X aircraft and a 50% interest
in a second Airbus A340-313X  aircraft,  both on lease to Cathay Pacific Airways
Limited  ("Cathay") with expiration  dates of March 31, 2006. The purchase price
of the first aircraft was approximately $76,467,000,  comprised of approximately
$4,250,000 in cash and  approximately  $72,217,000  of  non-recourse  debt.  Our
portion  of  the  purchase  price  of  the  second  aircraft  was  approximately
$38,125,000, comprised of approximately $2,125,000 in cash and the assumption of
approximately  $36,000,000 of  non-recourse  debt. We are in  negotiations  with
Cathay regarding possible lease extensions for both aircrafts.

     We have a 100%  interest in five  aircraft  engines on lease to TWA, LLC, a
subsidiary  of American  Airlines.  The lease is  scheduled to expire on May 28,
2008. The aggregate purchase price was $5,950,000 in cash.

     Information Technology Industry

     We  have a 100%  interest  in  four  schedules  consisting  of 128  Noritsu
Optical/Digital   photo  processing  mini-labs  subject  to  lease  with  K-Mart
Corporation. The lease expiration dates range between April 30, 2006 and January
31, 2007.  The aggregate  purchase  price for the  equipment  was  approximately
$18,234,000,  comprised of approximately  $682,000 in cash and the assumption of
approximately $17,552,000 of non-recourse debt.

     Other Equipment

     We have a 96.73%  interest in ICON  Cheyenne  LLC.  ICON  Cheyenne LLC is a
joint venture which holds an equipment portfolio consisting of various equipment
leases,  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,  of which 19 remain active,
with  expiration  dates ranging between October 2005 and March 2007. Our portion
of the purchase price was approximately $29,706,000,  comprised of approximately
$11,401,000  in  cash  and  the  assumption  of  approximately   $18,305,000  of
non-recourse debt.

                                       14
<PAGE>

     Portfolio Activity for Nine Months Ended September 30, 2005

     We did not enter into any leasing transactions during the nine months ended
September 30, 2005. We are in negotiations with Cathay regarding  possible lease
extensions for both aircraft under lease to them.

     Sale of Flight Simulator

     On March 23, 2001 we acquired a 100%  interest in one flight  simulator  on
lease to BAE with an expiration date of March 27, 2006, at which time BAE had an
option  to renew  the  lease  for two  additional  terms of one year  each.  The
purchase  price  was  approximately  $12,892,000,   comprised  of  approximately
$2,062,000 in cash and  $10,830,000  of  non-recourse  debt.  The debt was fully
repaid on March 27, 2005. On October 31, 2005, we sold this leased  equipment to
a third party for  $8,000,000  in cash.  We  recognized a gain of  approximately
$4,500,000 on this sale.

     Economic and Industry Factors

     Our results continue to be impacted by a number of factors  influencing the
United States of America's  economy as well as the equipment  leasing  industry,
some of which are discussed below.

     United States Economy and the Leasing Industry

     The economy of the United States of America has been experiencing continued
growth  during  2005,  although  not at the pace  experienced  during  2004.  We
anticipate that capital  spending by  corporations  will continue to increase as
well, which should increase  available leases, and to that end, we believe there
will be more  opportunities  in this market.  We believe the leasing  industry's
outlook for the foreseeable  future is encouraging.  However, a key obstacle for
the equipment  leasing and finance  industry has been the continued low interest
rate  environment,  which reduces  leasing volume inasmuch as customers are more
prone to  purchase  than lease.  We are  optimistic  that the recent  pattern of
federal funds rate  increases  will continue over time,  causing more lessees to
return to the marketplace.

     In June 2005, the Securities and Exchange  Commission  (the "SEC") issued a
study  entitled  "Report and  Recommendations  Pursuant to Section 401(c) of the
Sarbanes-Oxley Act of 2002 On Arrangements with Off-Balance Sheet  Implications,
Special Purpose Entities, and Transparency of Filings by Issuers" (the "Study").
In  the  Study,  the  SEC  recommends  that  lease   accounting   procedures  be
re-evaluated.   Suggested   changes   under  the   Study,   and  the   continued
misperception, stemming from Enron, WorldCom and others, that leasing should not
play a central role as a financing  alternative,  may serve to adversely  affect
our industry by deterring potential lessees from entering the marketplace.

     Air Transportation Industry

     The global air  transportation  industry  has seen an increase in passenger
travel,  most  notably in the foreign  markets.  However,  profitability  varies
widely  among  different  carriers  in the  aviation  industry.  As a result  of
domestic  carriers  filing  for  bankruptcy  protection,  low-cost  and  foreign
carriers  are  increasing  their  market  share and  profits.  Yet,  even as the
industry  adapts to meet new standards in  cost-efficiency,  factors  beyond our
control may adversely affect the financial situation of third parties to whom we
lease  aircraft.  Crude  oil is a major  component  of jet fuel and a  sustained
period of crude oil prices at current  high levels or a  subsequent  increase in
crude oil prices represents a risk, both due to the potential negative impact on
worldwide economic growth as well as airline profitability as a result of higher
jet fuel prices.

     The domestic air cargo industry has experienced  growth due to the increase
in demand for air cargo  delivery  services.  Even though the air cargo industry
experienced  growth,  factors  beyond our control may  adversely  affect the air
cargo  industry and the  financial  situation of air cargo  providers to whom we
lease aircraft.  The air cargo industry is subject to economic conditions in the
domestic and international markets in which it operates.  Some of these economic
conditions  include  new  domestic  or  international   government   regulation,
including regulatory actions affecting aviation rights,  international conflicts
or  terrorist  activities  and  related  domestic  and  international   security
measures.  The air cargo  industry  is subject to  additional  economic  factors
including price competition from other providers,  customer demand,  rising fuel
prices, adverse weather conditions and natural disasters.

                                       15
<PAGE>

     Information Technology Industry

     The market for information  technology equipment is characterized by highly
competitive  and aggressive  pricing  practices,  frequent  introduction  of new
products,  short product life cycles,  evolving  industry  standards,  and rapid
adoption of technological and product advancements by competitors.  Thus, due to
the risk of technological  obsolescence over a short period of time, there is no
assurance  that we will be able to  locate a  willing  buyer or  lessee  for our
assets, or if one is located,  that the buyer or lessee will pay a price for the
asset at least equal to the appraised value.

     Critical Accounting Policies

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

o        Lease classification and revenue recognition
o        Asset impairments
o        Depreciation

     Lease Classification and Revenue Recognition

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

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

     For leveraged leases, we record, at lease inception,  our net investment in
the equipment  which  consists of the minimum  lease  payments  receivable,  the
estimated  unguaranteed residual value of the equipment at lease termination and
the initial  direct costs related to the lease,  net of the unearned  income and
principal  and interest on the related  non-recourse  debt.  Unearned  income is
recognized  as income over the life of the lease at a constant rate of return on
the positive net investment.

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

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

     Asset Impairments

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

                                       16
<PAGE>

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than our  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 remaining
obligation  to the lender and our residual  position in the asset.  Generally in
the latter  situation,  the residual  position  relates to equipment  subject to
third party notes payable where the lessee remits their rental payments directly
to the lender and we do not recover our residual position until the note payable
is repaid in full.

     Depreciation

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

     New Accounting Pronouncements

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

Results of Operations  for the Three Months Ended  September 30, 2005 (the "2005
Quarter") and 2004 (the "2004 Quarter")

     We are currently in our  reinvestment  period and  anticipate  entering our
disposition period during October 2006, unless we extend the reinvestment period
up to an  additional  three years.  While in the  reinvestment  period,  we will
continue to look for  equipment  leases to purchase,  either with cash or with a
combination of cash and financing. As such, we expect our revenue will fluctuate
due to our selling  some  equipment  leases  while  purchasing  other  equipment
leases.  We also  expect to have  gains and losses  from the sales of  equipment
during this time period.  As for  expenses,  we anticipate  interest  expense to
decrease as our outstanding debt decreases.  If we enter into an equipment lease
where we finance a portion of the  purchase  price then  interest  expense  will
increase.

     Revenues for the 2005 Quarter and 2004 Quarter are summarized as follows:


<TABLE>
<CAPTION>
                                                                  Three Months Ended September 30,
                                                                     2005               2004         Change
                                                                     ----               ----         ------

<S>                                                          <C>                  <C>            <C>
Total revenue                                                $        5,638,764   $  4,641,540   $    997,224
                                                             ==================   ============   ============

Rental income                                                $        5,062,306   $  4,497,884   $    564,422
Finance income                                               $          107,067   $    269,921   $   (162,854)
Net gain (loss) on sales of equipment                        $          172,947   $   (265,443)  $    438,390
Income from investments in joint ventures                    $          120,374   $    118,883   $      1,491
Gain from investments in unguaranteed residual values        $               -    $      1,194   $     (1,194)
Interest and other income                                    $          176,070   $     19,101   $    156,969

</TABLE>


     Revenue for the 2005 Quarter increased  $997,224,  or 21.5%, as compared to
the 2004 Quarter.  During our reinvestment period, we anticipate fluctuations in
our rental  income and  finance  income  depending  on the type of leases in our
portfolio.  Rental revenue  increased in the 2005 period as compared to the 2004
period due to the  consolidation of an affiliate not present in the 2004 period.
Increase in gain (loss) on sale of equipment is primarily related to the reduced
losses  recognized  on the sale of  equipment as compared to the 2004 period and
the  gains  recognized  on the sale of the GE  engine,  sales  occurring  in the
consolidating entity and the gain on the termination of K-Mart.  During the 2004
Quarter,  ICON Cheyenne sold a larger number of leased  equipment which incurred
higher losses than in the 2005 Quarter. During the 2004 Quarter,  several of our
finance leases  terminated and therefore our revenue will decrease in subsequent
periods.

                                       17
<PAGE>

   Expenses for the 2005 Quarter and the 2004 Quarter are summarized as follows:

<TABLE>
<CAPTION>

                                                               Three Months Ended September 30,
                                                                   2005               2004             Change
                                                                   ----               ----             ------

<S>                                                          <C>               <C>               <C>
   Total expenses                                            $    4,664,182    $     5,196,575   $      (532,393)
                                                             ==============    ===============   ===============

   Depreciation                                              $    3,007,471    $     3,159,140   $      (151,669)
   Interest                                                  $    1,048,566    $     1,264,151   $      (215,585)
   Management fees - General Partner                         $      362,009    $       421,985   $       (59,976)
   Administrative expense reimbursement - General Partner    $      114,042    $       195,259   $       (81,217)
   General and administrative                                $       41,223    $       152,805   $      (111,582)
   Amortization of initial direct costs                      $        8,290    $        21,766   $       (13,476)
   Minority interest                                         $       82,581    $       (18,531)  $       101,112

</TABLE>

     Expenses for the 2005 Quarter decreased  $532,393,  or 10.3%, from the 2004
Quarter.  The  decreases  in  depreciation  and interest  expense are  primarily
related to the sale of equipment in several majority owned joint ventures,  ICON
Cheyenne and ICON Aircraft  24846,  during 2004, the decrease in management fees
and administrative  expense  reimbursement  results from the overall decrease in
leases due to termination of leases in one of the majority owned joint ventures.

     Net Loss

     As a result of the factors  discussed  above, the net income (loss) for the
2005 Quarter and the 2004 Quarter was $974,582 and $(555,035), respectively. The
net income (loss) per weighted average limited  partnership unit outstanding was
$1.30 and $(.74) for the 2005 Quarter and the 2004 Quarter, respectively.

Results of  Operations  for the Nine Months Ended  September 30, 2005 (the "2005
Period") and 2004 (the "2004 Period")

   Revenues for the 2005 Period and 2004 Period are summarized as follows:

<TABLE>
<CAPTION>

                                                          Nine Months Ended September 30,
                                                                 2005             2004            Change
                                                                 ----             ----            ------

<S>                                                      <C>                <C>             <C>
Total revenue                                            $    16,787,610    $  14,962,341   $    1,825,269
                                                         ===============    =============   ==============

Rental income                                            $    15,174,518    $  14,471,720   $      702,798
Finance income                                           $       477,915    $     906,679   $     (428,764)
Net gain (loss) on sales of equipment                    $        35,894    $    (938,671)  $      974,565
Income from investments in joint ventures                $       384,461    $     386,501   $       (2,040)
Gain from investments in unguaranteed residual values    $       320,097    $      99,426   $      220,671
Interest and other income                                $       394,725    $      36,686   $      358,039

</TABLE>


     Revenue for the 2005 Period increased $1,825,269,  or 12.2%, as compared to
the 2004 Period.  During our reinvestment period, we anticipate  fluctuations in
our rental  income and  finance  income  depending  on the type of leases in our
portfolio.  During the 2004 Period, several of our finance leases terminated and
therefore  our revenue  will  decrease in  subsequent  periods.  During the 2004
Period, one of our wholly owned subsidiaries,  ICON Cheyenne,  sold a portion of
its lease portfolio and incurred losses.  During the 2004 Period,  ICON Cheyenne
sold a larger number of leased  equipment  than in the 2005 Period.  During both
the 2005 Period and the 2004 Period,  we  recognized  gains from the sale of our
investments in unguaranteed  residual values from the sale of equipment on lease
to W.H. Smith. We had fewer related sales during the 2004 Period.

                                       18
<PAGE>

     Expenses for the 2005 Period and the 2004 Period are summarized as follows:


<TABLE>
<CAPTION>
                                                            Nine Months Ended September 30,
                                                                  2005               2004            Change
                                                                  ----               ----            ------

      Total expenses                                         $     15,357,254    $  19,365,843   $    (4,008,589)
                                                             ================    =============   ===============

<S>                                                          <C>                 <C>             <C>
 Depreciation                                                $      9,737,529    $  11,103,749   $    (1,366,220)
 Interest                                                    $      3,313,697    $   4,486,392   $    (1,172,695)
 Management fees - General Partner                           $      1,087,113    $   1,245,749   $      (158,636)
 Administrative expense reimbursement - General Partner      $        431,223    $     636,681   $      (205,458)
 Aircraft maintenance                                        $             -     $     171,180   $      (171,180)
 General and administrative                                  $        601,672    $     761,839   $      (160,167)
 Amortization of initial direct costs                        $         41,527    $      99,560   $       (58,033)
 Bad debt expense                                            $             -     $     411,742   $      (411,742)
 Impairment loss                                             $             -     $     601,788   $      (601,788)
 Minority interest                                           $        144,493    $    (152,837)  $       297,330

</TABLE>

                                       19
<PAGE>

     Expenses for the 2005 Period decreased $4,008,589,  or 20.7%, from the 2004
Period. The decreases in depreciation, interest and aircraft maintenance expense
are all  related  to the  sale of  equipment  in  several  of our  wholly  owned
subsidiaries,  ICON  Cheyenne and ICON Aircraft  24846,  during the 2004 Period.
During the 2004  Period,  we  recorded  bad debt  expense  related to one K-Mart
equipment  lease  schedule that K-Mart had been  attempting to reject as part of
its  bankruptcy  proceeding.  During the 2004 Period,  we recorded an impairment
loss  related to ICON  Aircraft  24846 based on an  appraisal  received  for the
aircraft in 2004 which was less than originally anticipated.

     Net Loss

     As a result of the factors  discussed  above, the net income (loss) for the
2005 Period and the 2004 Period was $1,416,052 and  $(4,403,502),  respectively.
The net income (loss) per weighted average limited  partnership unit outstanding
was $1.91 and $(5.86) for the 2005 Period and the 2004 Period, respectively.

     Liquidity and Capital Resources

     Sources of Cash

     We  believe  that with the cash we have  currently  available,  cash  being
generated from our leases,  cash available  under our revolving  credit facility
and  proceeds  from  equipment  sales  and  equipment  sales  advances;  we have
sufficient cash to continue our operations into the foreseeable future.

     Our main sources of cash during the 2005 Period was from  several  sources;
we received  approximately  $1,852,000 from our non-financed  equipment  leases,
approximately  $969,000  from the proceeds  from  equipment  sales and equipment
sales  advances,   approximately   $320,000  from  the  sale  of  investment  in
unguaranteed  residuals and  approximately  $3,560,000  from our revolving  loan
facility.  Our primary use of cash during the nine months  ended  September  30,
2005 was cash distributions to partners of approximately $4,505,000 and advances
to affiliates of approximately $673,000.

     On October 31,  2005,  we completed  the sale of our flight  simulator to a
third party and received  $8,000,000 in cash. On November 1, 2005, we utilized a
portion of these proceeds to repay our revolving credit facility.

     Financings and Borrowings

     We have both non-recourse debt and recourse debt at September 30, 2005. Our
non-recourse debt consists of notes payable in which the lenders have a security
interest in the equipment and an  assignment  of the rental  payments  under the
leases.  The lenders are being paid  directly by the lessees.  Our  non-recourse
debt accrues  interest at rates ranging from 4.035% per year to 10.05% per year.
The outstanding balances of our non-recourse notes payable at September 30, 2005
was $65,673,957.

     On  August  31,  2005,  the  Partnership,  together  with  certain  of  its
affiliates  (entities sponsored and organized by the Manager),  ICON Income Fund
Nine,  LLC, and ICON Income Fund Ten,  LLC and ICON  Leasing  Fund  Eleven,  LLC
("Fund Eleven")  (collectively,  the "Borrowers") entered into a Commercial Loan
Agreement (the  "Agreement"),  with California Bank & Trust (the "Lender").  The
Agreement provides 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  Agreement.  Each of the Borrowers are jointly and severally  liable for all
amounts  borrowed under the Facility.  Amounts  available  under the Facility is
subject to a borrowing base that is determined,  subject to certain limitations,
based on the  present  value  of the  future  receivables  under  certain  lease
agreements in which the Borrowers have a beneficial interest.  The interest rate
on any advances  made under the  Facility is the Lender's  prime rate plus 0.25%
per year (which was 7% at September 30, 2005). In accordance with the Agreement,
the Borrowers may elect to have up to five separate  advances under the Facility
each made at the rate at which United States dollar  deposits can be acquired by
the Lender in the London Interbank Eurocurrency Market, plus 2.75% per year. The
Facility  expires on August 31,  2007  unless  renewed by the  Borrowers  for an
additional one year term, in the sole discretion of the Lender.

                                       20
<PAGE>

     As part of the  Agreement the Borrowers are required to comply with certain
financial  covenants,  including,  a minimum debt coverage ratio, a tangible net
worth covenant, a leverage ratio and a minimum liquidity covenant. The Borrowers
are in compliance  with these  covenants at September 30, 2005. If the Borrowers
become non-compliant with any of the terms and conditions of the Agreement,  the
Borrowers may not declare or pay any distributions to investors.

     In addition,  on August 31, 2005, the Borrowers entered into a Contribution
Agreement (the "Contribution  Agreement"),  pursuant to which the Borrowers have
agreed to certain  restrictions  on the  amounts  and terms of their  respective
borrowings  under the  Facility  in order to  minimize  the risk that a Borrower
would be unable to repay its portion of the  outstanding  obligations  under the
Facility  at any time.  These  restrictions  include,  but are not  limited  to,
borrowing  in  excess  of the  lesser  of  (a) an  amount  each  Borrower  could
reasonably  expect to repay in one year from its projected cash flow, or (b) the
greater of (i) the borrowing  base, as defined in the  Agreement,  as applied to
such and (ii) 50% of the net worth of such Borrower.  The Contribution Agreement
also  provides  that,  in  the  event  a  Borrower  pays  an  amount  under  the
Contribution Agreement in excess of its share of the total obligations under the
Facility,  whether  by reason of an event of  default  or  otherwise,  the other
Borrowers will immediately  make a contribution  payment to such Borrower and in
such  amount  that the  aggregate  amount  paid by each  Borrower  reflects  its
allocable share of the aggregate obligations under the Facility.  The Borrowers'
obligations to each other under the Contribution Agreement are collateralized by
a subordinate lien on the assets of each Borrower.

     Under the terms of the Agreement,  the Borrowers are required to maintain a
cash reserve with the Lender  representing 20% of all outstanding  advances plus
all pending  advances.

     On September 7, 2005, certain of the Borrowers were advanced  approximately
$10,200,000 under the Facility, which amount was used to completely repay all of
the  outstanding  indebtedness  owed  by  certain  of the  Borrowers  and  their
affiliates under a prior revolving credit facility.

     Aggregate  borrowings  by all  Borrowers  under the  Facility  amounted  to
$10,471,046  at September 30, 2005.  We currently  have  $6,785,000  outstanding
under this  Facility  which was repaid to the Lender on November 1, 2005,  using
proceeds from the BAE sale.

     Distributions

     We pay monthly  distributions  to our limited  partners  beginning with the
first month after the limited partners' admission through the termination of the
operating  period,  which  we  anticipate  will be  October  16,  2006.  We paid
distributions  to limited  partners for the nine months ended September 30, 2005
of  $4,459,630.  We paid  distributions  to General  Partner for the nine months
ended September 30, 2005 $45,048.

                                       21
<PAGE>

     Commitments

     At September  30, 2005,  we are parties to both  recourse and  non-recourse
debt.  The  lenders  have  security  interests  in  equipment  relating  to  the
non-recourse  debt and an assignment of the rental payments under the leases. If
the lessee were to default on the  non-recourse  debt,  the  equipment  would be
returned to the lender in  satisfaction of the  non-recourse  debt. The recourse
debt relates to the Facility which is more fully discussed in the financings and
borrowings section above.

     Risks and Uncertainties

     At  September  30,  2005,  except as noted above in the  Business  Overview
section and listed  below,  there were no known trends or demands,  commitments,
events or  uncertainties  which  are  likely  to have a  material  effect on our
liquidity.

     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    The Partnership's operations are subject to the jurisdiction of a number of
     federal  agencies,  including  the  Federal  Aviation  Administration.  New
     regulatory  rulings  may  negatively  impact  the  Partnership's  financial
     results and economic value of its assets.

o    As a result of the cyclical behavior in the information technology industry
     and its focus on the consumer,  all  manufacturers are vulnerable to market
     down  turns.  Regardless  of  the  product  being  offered,  the  intrinsic
     boom-bust  nature  of  the  technology  sector   challenges   companies  to
     constantly  try to  improve  and/or  create  innovative  changes  in  their
     products,  aggressively  pushing the current  equipment into  obsolescence.
     There is no  assurance  that we will be able to locate a  willing  buyer or
     lessee for our assets, or if one is located,  that the buyer or lessee will
     pay a price for the asset at least equal to the appraised value.

                                       22
<PAGE>

o    We and our affiliates  are engaged  directly and indirectly in the business
     of acquiring equipment subject to lease. Our affiliates may have investment
     objectives  similar  to ours and may be in a position  to acquire  the same
     equipment  at the same  time as us. As a result,  we may  compete  with our
     affiliates  for leases and such leases may be allocated  to our  affiliates
     instead of us. Any decisions regarding conflicts in allocating leases among
     us and our affiliates will be made by an investment  committee  taking into
     consideration such things as whether:

     o    the required cash  investment  is greater than the cash  available for
          investment  and the  length of time  each  business  has been  seeking
          investments;

     o    the  amount of debt to be  incurred  or assumed  from the  prospective
          transaction   would  result  in  total   indebtedness  that  is  above
          acceptable levels for the business;

     o    the type or  geographic  location of the  equipment  would result in a
          concentration in the business that is above acceptable levels;

     o    the lease expiration date is beyond the date by which the existence of
          the businesses will end;

     o    the lessee's credit quality  satisfies the objectives of the business,
          including  whether the  addition of such lessee would result in credit
          concentration that is above acceptable levels for the business; and

     o    the amount and timing of any scheduled  rental income  facilitates the
          cash distribution objectives of the business.

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

     Inflation and Interest Rates

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

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

                                       23
<PAGE>

Item 3. Qualitative and Quantitative Disclosures About Market Risk

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

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

     We borrow funds under a revolving credit facility with a floating  interest
rate and are therefore  exposed to interest rate risk until the revolving credit
facility is repaid.  We had $6,785,000  outstanding  under this revolving credit
facility at September  30,  2005,  which was repaid to the Lender on November 1,
2005.

Item 4.  Controls and Procedures

     Evaluation of disclosure controls and procedures

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of  management  of  ICON  Capital  Corp.,  our  General  Partner,
including the Chief Executive Officer and the Principal Financial and Accounting
Officer,  of the  effectiveness  of the design and  operation of our  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,
except as noted below, the Chief Executive  Officer and the Principal  Financial
and Accounting  Officer  concluded  that our disclosure  controls and procedures
were effective.

     While evaluating our disclosure  controls and procedures we recognized that
greater internal  controls were needed to aid in a more efficient closing of our
financial  statements,  thereby requiring  additional  skilled accounting staff.
Towards the end of the third  quarter of 2004,  the General  Partner hired a new
senior vice president of accounting and the General Partner is in the process of
seeking  additional  accounting staff in order to better effectuate our internal
controls. We will continue to evaluate our disclosure controls and procedures to
determine their effectiveness and adequacy and will take the steps necessary, in
our opinion, to ensure the adequacy of our disclosure controls and procedures.

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

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

                                       24
<PAGE>

                           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 to  our  knowledge  threatened,  to our
knowledge, against us or against any of our assets, except as stated below.

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

         Not applicable.

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
          third quarter 2005.

Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits

     31.1 Certification of Chairman and Chief Executive Officer.

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

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

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


                                       25
<PAGE>

                                   SIGNATURES

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

ICON Income Fund Eight B L.P.  (Registrant) By its General Partner, ICON Capital
Corp.

Date: November 15, 2005          /s/ Beaufort J.B. Clarke
                                 Beaufort J.B. Clarke
                                 Chairman, Chief Executive Officer and Director

Date: November 15, 2005          /s/ Thomas W. Martin
                                 Thomas W. Martin
                                 Executive Vice President and Director
                                 (Principal Financial and Accounting Officer)

                                       26
<PAGE>

Exhibit 31.1

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

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 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 report;

3.  Based  on  my  knowledge,  the  financial  statements  and  other  financial
information included in this 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 report;

4.  The  registrant's  other  certifying  officers  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 condensed 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 report our conclusions  about the
          effectiveness of the disclosure  controls and procedures as of the end
          of the period covered by this report based on such evaluation; and

     c.   presented in this report our conclusions  about the  effectiveness  of
          the disclosure  controls and procedures  based on our evaluation as of
          the Evaluation Date;

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 function):

     a.   all significant  deficiencies and material weaknesses in the design or
          operation  of  internal   control  which  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:  November 15, 2005

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

                                       27
<PAGE>

Exhibit 31.2

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

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 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
     report;

3.   Based  on my  knowledge,  the  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
     report;

4.   The  registrant's  other  certifying  officers  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 condensed consolidated subsidiaries, is made
          known to us by others within those entities,  particularly  during the
          period in which this report is being prepared;

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

     c.   presented in this report our conclusions  about the  effectiveness  of
          the disclosure  controls and procedures  based on our evaluation as of
          the Evaluation Date;

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 function):

     a.   all significant  deficiencies and material weaknesses in the design or
          operation  of  internal   control  which  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: November 15, 2005

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

                                       28
<PAGE>

Exhibit 32.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  906  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)

I, Beaufort J.B.  Clarke,  Chairman and Chief Executive  Officer of ICON Capital
Corp., the 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. ss.1350),  that, to
the best of my knowledge:

1.   The Quarterly  Report on Form 10-Q for the period ended  September 30, 2005
     (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; 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.

Date: November 15, 2005

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

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

The information  contained in this Exhibit 32.1 is being furnished and shall not
be deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act
of 1934, as amended,  or otherwise  subject to the  liabilities of that section.
The  information  contained in this Exhibit  32.1 shall not be  incorporated  by
reference  into any  registration  statement or other  document  pursuant to the
Securities  Exchange Act of 1934, as amended,  or the Securities Act of 1933, as
amended,  except as shall be expressly  set forth by specific  reference to this
Exhibit 32.1 in such filing.

                                       29
<PAGE>

Exhibit 32.2

Principal Financial and Accounting Officer Certification Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350)

I,  Thomas  W.  Martin,   Executive  Vice  President  (Principal  Financial  and
Accounting  Officer) of ICON Capital Corp.,  the 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. ss.1350), that, to the best of my knowledge:

1.   The Quarterly  Report on Form 10-Q for the period ended  September 30, 2005
     (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; 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.

Date: November 15, 2005

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

A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

The information  contained in this Exhibit 32.2 is being furnished and shall not
be deemed "filed" for the purposes of Section 18 of the Securities  Exchange Act
of 1934, as amended,  or otherwise  subject to the  liabilities of that section.
The  information  contained in this Exhibit  32.2 shall not be  incorporated  by
reference  into any  registration  statement or other  document  pursuant to the
Securities  Exchange Act of 1934, as amended,  or the Securities Act of 1933, as
amended,  except as shall be expressly  set forth by specific  reference to this
Exhibit 32.2 in such filing.

                                       30