UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended             March 31, 2006
                                          --------------------------------------

[ ] 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, 4th Floor, 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 a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer.  See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the  Exchange  Act.  Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [x]

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

Number of outstanding limited partnership units of the registrant on May 1, 2006
is 741,530.

<PAGE>


                          ICON Income Fund Eight B L.P.
                                      Index

<TABLE>
<CAPTION>


PART I - FINANCIAL INFORMATION                                                             Page

<S>                                                                                         <C>
     Item 1.  Condensed Consolidated Financial Statements

         Condensed Consolidated Balance Sheets at March 31, 2006 (Unaudited) and
           December 31, 2005                                                                 1

         Condensed Consolidated Statements of Operations for the three months ended
           March 31, 2006 and 2005 (Unaudited)                                               3

         Condensed Consolidated Statement of Changes in Partners' Equity for the three
           Months ended March 31, 2006 (Unaudited)                                           4

         Condensed Consolidated Statements of Cash Flows for the three months ended
           March 31, 2006 and 2005 (Unaudited)                                               5

         Notes to Condensed Consolidated Financial Statements (Unaudited)                    7

     Item 2.  General Partner's Discussion and Analysis of Financial Condition and
                Results of Operations                                                       12

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk                    18

     Item 4.  Controls and Procedures                                                       18

PART II - OTHER INFORMATION

     Item 1.  Legal Proceedings                                                             19

     Item 1A. Risk Factors                                                                  19

     Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                   20

     Item 3.  Defaults Upon Senior Securities                                               20

     Item 4.  Submission of Matters to a Vote of Security Holders                           20

     Item 5.  Other Information                                                             20

     Item 6.  Exhibits                                                                      20

Signatures                                                                                  21

</TABLE>

<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)
                                                  March 31,       December 31,
                                                    2006             2005
                                                -------------   ---------------

 Cash and cash equivalents                      $     840,218   $      848,665
                                                -------------   --------------

 Investments in finance leases:
   Minimum rents receivable                         1,484,097        2,486,536
   Estimated unguaranteed residual values             677,390          677,390
   Initial direct costs, net                            3,687            8,347
   Unearned income                                    (67,758)        (132,337)
                                                -------------   --------------

         Net investments in finance leases          2,097,416        3,039,936
                                                -------------   --------------

 Investments in operating leases:
   Equipment, at cost                             117,165,815      118,154,977
   Accumulated depreciation                       (42,840,892)     (41,174,571)
                                                -------------   --------------

         Net investments in operating leases       74,324,923       76,980,406
                                                -------------   --------------

 Investments in joint ventures                      4,799,127        5,002,985
 Due from General Partner and affiliates               88,070           92,836
 Investment in option, at cost                      2,100,000        2,100,000
 Other assets, net                                  3,127,601        3,895,419
                                                -------------   --------------

         Total assets                           $  87,377,355   $   91,960,247
                                                =============   ==============


See accompanying notes to condensed consolidated financial statements.

                                       1
<PAGE>


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

                        LIABILITIES AND PARTNERS' EQUITY


                                                 (Unaudited)
                                                   March 31,       December 31,
                                                     2006             2005
                                                -------------     --------------

 Notes payable - non-recourse                   $  58,750,882     $  63,746,059
 Notes payable - recourse                           1,145,000               -
 Due to General Partner and affiliates                 77,662               -
 Deferred rental income                             1,213,917           497,303
 Equipment sales advances                              77,016               -
 Security deposits and other liabilities            1,267,760           426,263
 Minority interest                                    298,482           353,481
                                                -------------     -------------

      Total liabilities                            62,830,719        65,023,106
                                                -------------     -------------

 Commitments and contingencies

 Partners' equity:
   General Partner                                   (403,943)         (380,487)
   Limited Partners: 741,780 and 742,830 units
      outstanding, $100 per unit
        original issue price                       24,950,579        27,317,628
                                                -------------     -------------

   Total partners' equity                          24,546,636        26,937,141
                                                -------------     -------------

   Total liabilities and partners' equity       $  87,377,355     $  91,960,247
                                                =============     =============


See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>


                         ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                Condensed Consolidated Statements of Operations
                          Three Months Ended March 31,
                                  (Unaudited)


<TABLE>
<CAPTION>

                                                                                     2006              2005
                                                                                -------------       -----------

<S>                                                                             <C>                 <C>
 Revenue:
   Rental income                                                                $   4,144,363       $ 5,138,607
   Finance income                                                                      64,578           198,528
   Net loss on sales of equipment                                                     (20,679)         (177,729)
   (Loss) income from investments in joint ventures                                  (203,859)          139,396
   Net gain on sale of investment in unguaranteed residual values                         -             315,426
   Interest and other income                                                           68,316               -
                                                                                -------------       -----------

         Total revenue                                                              4,052,719         5,614,228
                                                                                -------------       -----------

 Expenses:
   Depreciation and amortization                                                    2,460,715         3,425,174
   Interest                                                                           853,747         1,150,722
   Maintenance expense                                                                875,000                 -
   Management fees - General Partner                                                  355,297           511,695
   Administrative expense reimbursements - General Partner                            134,879           221,473
   General and administrative                                                         192,628           502,273
   Minority interest                                                                   25,384            33,244
                                                                                -------------       -----------

         Total expenses                                                             4,897,650         5,844,581
                                                                                -------------       -----------

 Net loss                                                                       $    (844,931)      $  (230,353)
                                                                                =============       ===========

 Net loss allocable to:
   Limited Partners                                                             $    (836,482)      $  (228,049)
   General Partners                                                                    (8,449)           (2,304)
                                                                                -------------       -----------

                                                                                $    (844,931)      $  (230,353)
                                                                                =============       ===========

 Weighted average number of limited partnership
      units outstanding                                                               742,142           743,279
                                                                                =============       ===========

 Net loss per weighted average limited
      partnership unit                                                          $      (1.13)      $     (0.31)
                                                                                =============       ===========

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
         Condensed Consolidated Statement of Changes in Partners' Equity
                        Three Months Ended March 31, 2006
                                   (Unaudited)



<TABLE>
<CAPTION>

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

<S>                                             <C>               <C>              <C>              <C>
Balance, January 1, 2006                              742,830     $   27,317,628   $ (380,487)      $ 26,937,141

 Cash distributions to partners                           -           (1,485,662)     (15,007)        (1,500,669)
 Limited partnership units redeemed                   (1,050)            (44,905)          -             (44,905)
 Net loss                                                 -             (836,482)      (8,449)          (844,931)
                                                -------------     --------------   ----------       ------------

 Balance, March 31, 2006                              741,780     $   24,950,579   $ (403,943)      $ 24,546,636
                                                =============     ==============   ==========       ============

See accompanying notes to condensed consolidated financial statements.

</TABLE>

                                       4
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                 Condensed Consolidated Statements of Cash Flows
                          Three Months Ended March 31,
                                   (Unaudited)


<TABLE>
<CAPTION>


 Increase (decrease) in cash and cash equivalents                                          2006              2005
                                                                                       -----------      ------------
 Cash flows from operating activities:
<S>                                                                                     <C>            <C>
      Net loss                                                                        $   (844,931)     $   (230,353)
      Adjustments to reconcile net loss to net cash provided by
         (used in) operating activities:
         Rental income paid directly to lenders by lessees                              (3,649,133)       (4,491,678)
         Finance income paid directly to lenders by lessees                                (64,579)         (151,950)
         Net loss on sales of equipment                                                     20,679           177,729
         Loss (income) from investments in joint ventures                                  203,859          (139,396)
         Net gain from sale of investment in unguaranteed residual values                       -           (315,426)
         Depreciation and amortization                                                   2,460,715         3,425,174
         Interest expense on non-recourse financing paid directly to lenders by lessees    668,870         1,059,817
         Minority interest                                                                  25,384            33,244
      Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables                                230,704           148,209
         Due from/to General Partner and affiliates                                         82,428                -
         Other assets                                                                       76,267           (30,389)
         Deferred rental income                                                            (69,529)           28,643
         Security deposits and other liabilities                                         1,078,567            75,273
                                                                                      ------------      ------------

 Net cash provided by (used in) operating activities                                       219,301          (411,103)
                                                                                      ------------      ------------

 Cash flows from investing activities:
      Proceeds from sales of equipment and sales advances                                  253,209           169,060
      Loans and advances to affiliates                                                          -           (672,992)
      Distributions to minority interest in  joint venture                                 (80,383)          (83,565)
      Proceeds from sale of investment in unguaranteed residual values                          -            315,426
                                                                                      ------------      ------------

 Net cash provided by (used in) investing activities                                       172,826          (272,071)
                                                                                      ------------      ------------

 Cash flows from financing activities:
      Cash distributions to partners                                                    (1,500,669)       (1,501,577)
      Proceeds from recourse borrowings                                                  1,145,000         1,895,000
      Cash paid for redemption of limited partnership units                                (44,905)               -
                                                                                      ------------      ------------

 Net cash (used in) provided by financing activities                                      (400,574)          393,423
                                                                                      ------------      ------------

 Net decrease in cash and cash equivalents                                                  (8,447)         (289,751)
 Cash and cash equivalents, beginning of the period                                        848,665         1,249,480
                                                                                      ------------      ------------

 Cash and cash equivalents, end of the period                                         $    840,218      $    959,729
                                                                                      ============      ============

See accompanying notes to condensed consolidated financial statements.

</TABLE>

                                       5
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
                 Condensed Consolidated Statements of Cash Flows
                          Three Months Ended March 31,
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                      2006              2005
                                                                                  -----------       -----------


<S>                                                                                <C>              <C>
 Supplemental disclosure of cash flow information:

      Cash paid during the period for interest                                     $    1,691       $    90,905
                                                                                   ==========       ===========

 Supplemental disclosure of non-cash investing and financing activities:
      Principal and interest paid directly to lenders by lessees                   $5,713,761       $ 8,368,668
                                                                                   ==========       ===========
      Joint venture interests acquired from affiliate in exchange
         for amounts owed                                                          $       -        $   672,992
                                                                                   ==========       ===========
      Escrow utilized to pay down non-recourse debt                                $  281,868       $        -
                                                                                   ==========       ===========

</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)

(1)    Basis of Presentation and Consolidation

     The accompanying condensed consolidated financial statements of ICON Income
Fund Eight B L.P (the  "Partnership")  have been  prepared  in  accordance  with
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 the General Partner, 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  2005 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 noncontrolling interests in joint ventures
where the  Partnership  has  influence on  financial  and  operational  matters,
generally greater than 5% and less than 50% ownership interest, under the equity
method of accounting.  In such cases, the Partnership's original investments are
recorded  at  cost  and  adjusted   for  its  share  of  earnings,   losses  and
distributions.  The Partnership accounts for investments in joint ventures where
the  Partnership  has  virtually no influence  over  financial  and  operational
matters using the cost method of accounting.  In such cases,  the  Partnership's
original investments are recorded at cost and reduced for distributions.  All of
the  Partnership's  investments  in joint ventures are subject to its impairment
review policies.

     In joint ventures where the  Partnership's  ownership  interest is majority
owned,  minority interest represents the minority owner's proportionate share of
its equity in the joint  venture.  The  minority  interest is  adjusted  for the
minority  owner's share of the earnings,  losses and  distributions of the joint
venture.

(2)    Organization

     The  Partnership  was  formed on  February  7, 2000 as a  Delaware  limited
partnership. The Partnership is engaged in one business segment, the business of
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, including, but not limited to, the Partnership's equipment
leases and financing transactions under the terms of a management agreement with
the Partnership.  Additionally,  the General Partner has a 1% ownership interest
in the Partnership.

                                       7
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)

(2)    Organization - continued

     The  Partnership  invested  most of the net  proceeds  from its offering in
items of equipment that are subject to a lease.  After the net offering proceeds
were invested, additional investments were made with the cash generated from the
Partnership's  initial  investments  to the  extent  that cash is not needed for
expenses,  reserves and distributions to partners.  The investment in additional
equipment in this manner is called  "reinvestment."  The  Partnership  purchases
equipment  from time to time  until  five  years  from the date the  Partnership
completed its  offering.  This time frame is called the  "reinvestment  period,"
which the  Partnership  anticipates  will end on  October  16,  2006.  After the
reinvestment  period,  the  Partnership  will  begin  selling  its assets in the
ordinary course of business during a time frame called the "liquidation period."

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

     Certain  reclassifications  have  been made to the  accompanying  condensed
consolidated  financial  statements for the three months ended March 31, 2005 to
conform to the current period presentation.

(3)    Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally  accepted  in the United  States of America  requires  the
General  Partner to make  estimates  and  assumptions  that affect the  reported
amounts of assets and  liabilities  and the disclosure of contingent  assets and
liabilities as of the date of the financial  statements and the reported amounts
of revenues and expenses  during the  reporting  period.  Significant  estimates
primarily include the allowance for doubtful accounts and unguaranteed  residual
values. Actual results could differ from those estimates.

(4)    Joint Ventures

     The joint venture described below is not consolidated by the Partnership.

     ICON Aircraft 126, LLC

     The Partnership  along with ICON Income Fund Nine, LLC ("Fund Nine") formed
ICON  Aircraft  126 LLC ("ICON  126") for the  purpose of  acquiring  all of the
outstanding  shares  of Delta  Aircraft  Leasing  Limited  ("D.A.L."),  a Cayman
Islands  registered  company,  which  owns,  through an Owner  Trust,  an Airbus
A340-313X  aircraft  which  was on  lease  to  Cathay  Pacific  Airways  Limited
("Cathay")  through  March 2006 and has been  extended  until July 1, 2011.  The
Partnership and Fund Nine each have ownership interests of 50% in ICON 126. ICON
126  consolidates  the  financial  position  and  operations  of  D.A.L.  in its
consolidated financial statements.

                                       8
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)

(4)    Joint Ventures - continued

     Simultaneously  with the lease extension,  the owner trustee refinanced the
non-recourse  debt associated with the aircraft which was scheduled to mature on
March 27, 2006 with a balloon  payment of  approximately  $52,850,000.  ICON 126
established  a reserve  account  totaling  $582,509,  which  reduced the balloon
payment to $52,267,491. The refinanced non-recourse debt accrues interest at the
London  Interbank  Offered Rate  ("LIBOR")  plus 1.165% (which  totaled 6.32% at
March  31,  2006)  and  matures  on July  1,  2011  with a  balloon  payment  of
approximately $32,000,000. The variable interest rate of the refinanced debt may
be fixed at the sole  discretion of the  Partnership  on June 27, 2006, or fixed
automatically under the debt agreement on September 27, 2006.

     The owner trustee has a commitment  with respect to its Cathay  aircraft to
pay 50% of the maintenance  overhaul  costs,  which were incurred on or prior to
March 27, 2006.  The owner trustee has  established  a maintenance  reserve cash
account, which totaled approximately $1,354,000 at March 31, 2006 to pay for its
portion of these costs,  which  account has been funded in  accordance  with the
terms of the lease.  For the three months ended March 31, 2006, ICON 126 accrued
an estimated  amount of its portion of the  non-recurring  maintenance  overhaul
costs of approximately $875,000. Any excess cash remaining after the maintenance
overhaul  is  performed  will be used to pay down the  principal  balance of the
related non-recourse debt.

(5)    Investments in Operating Leases

     On March 14, 2006,  the  Partnership  entered into a lease  extension  with
Cathay with respect to an Airbus  A340-313X  aircraft  that is 100% owned by the
Partnership. The original lease with Cathay was scheduled to expire on March 14,
2006 and has been extended until October 1, 2011.

     Simultaneously  with the lease  extension,  the Partnership  refinanced the
non-recourse  debt  associated with the aircraft which was due on March 14, 2006
with a balloon payment of approximately $52,850,000. The Partnership established
a reserve  account  totaling  $281,868  which  reduced  the  balloon  payment to
$52,568,132.  The refinanced  non-recourse  debt accrues  interest at LIBOR plus
1.165%  (which  totaled  6.32% at March 31, 2006) and matures on October 1, 2011
with a balloon payment of approximately $32,000,000.  The variable interest rate
of the refinanced debt may be fixed at the sole discretion of the Partnership on
June 14, 2006, or fixed  automatically under the debt agreement on September 14,
2006. At March 31, 2006, the balance of the non-recourse debt was $52,273,994.

     The owner trustee has a commitment  with respect to its Cathay  aircraft to
pay 50% of the maintenance  overhaul  costs,  which were incurred on or prior to
March 14, 2006.  The owner trustee has  established  a maintenance  reserve cash
account,  which totaled  approximately  $1,353,000 at March 31, 2006, to pay for
its portion of these costs, which account has been funded in accordance with the
terms of the lease.  For the three months ended March 31, 2006, the  Partnership
accrued an  estimated  amount of its  portion of the  non-recurring  maintenance
overhaul costs of  approximately  $875,000.  Any excess cash remaining after the
maintenance overhaul is performed will be used to pay down the principal balance
of the related non-recourse debt.

                                       9
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)

(6)    Revolving Loan Facility

     On  August  31,  2005,  the  Partnership,  together  with  certain  of  its
affiliates (entities sponsored and organized by the General Partner), Fund Nine,
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 is jointly and severally liable for all amounts
borrowed under the Facility.

     In accordance with the terms and conditions 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 March 31, 2006.  The  Agreement  prohibits the  Borrowers  from  declaring or
paying  any  distributions  to  investors  if such a  payment  would  cause  the
Borrowers to become non-compliant with the financial covenants in the Agreement.

     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.  Fund Eleven has  established  an interest  bearing  cash
account with the Lender totaling  $1,313,185 at March 31, 2006,  which satisfies
the Lender's cash reserve requirement for all the Borrowers.

     At March 31, 2006, aggregate borrowings by all Borrowers under the Facility
amounted  to  $6,565,927,  of which the  Partnership  currently  has  $1,145,000
outstanding under the Facility.

(7)    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 received either directly by the Partnership or through
joint ventures and (ii) acquisition fees, through the reinvestment period, of 3%
of the gross value of the Partnership's acquisition  transactions.  In addition,
the  General  Partner is  reimbursed  for  administrative  expenses  incurred in
connection with the Partnership's operations.

                                       10
<PAGE>

                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)
              Notes To Condensed Consolidated Financial Statements
                                 March 31, 2006
                                   (Unaudited)

(7)    Transactions with Related Parties - continued

     The General Partner performs certain services relating to the management of
our equipment leasing activities.  Such services include the collection of lease
payments from the lessees of the  equipment,  re-leasing  services in connection
with equipment  which is off-lease,  inspections of the equipment,  liaison with
and  general  supervision  of  lessees  to assure  that the  equipment  is being
properly operated and maintained, monitoring performance by the lessees of their
obligations under the leases and the payment of operating expenses.

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

     The General Partner also has a 1% ownership  interest in the  Partnership's
profits,  losses and  distributions.  The Partnership paid  distributions to the
General  Partner  for  the  three  months  ended  March  31,  2006  of  $15,007.
Additionally,  the General Partner's  interest in the Partnership's net loss for
the  three  months  ended  March  31,  2006  and  2005 was  $8,449  and  $2,304,
respectively.

     Fees and other expenses  charged to operations by the  Partnership and paid
to the General  Partner or its  affiliates  for the three months ended March 31,
2006 and 2005, respectively, were as follows:


                                                  2006              2005
                                                ----------        ---------
 Management fees                                $  355,297        $ 511,695
 Administrative expense reimbursements             134,879          221,473
                                                ----------        ---------

                                                $  490,176        $ 733,168
                                                ==========        =========


     The  Partnership  has a  receivable  in the amount of  $88,070  due from an
affiliate at March 31, 2006 for rental  payments  received on the  Partnership's
behalf during the quarter ended September 30, 2005. The Partnership owes $77,662
to the General Partner for administrative  expense reimbursements accrued during
the quarter ended March 31, 2006.

(8)    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.

                                       11
<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,  Item 1A. Risk  Factors and the audited  consolidated
financial  statements  and related  notes  included in our Annual Report on Form
10-K for the year ended December 31, 2005.

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

Forward-Looking Statements

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

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 are 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 are financed, so these leases will generate little
or no  current  cash  flow  because  substantially  all of the  rental  payments
received  from a lessee  are 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  invested  most of the net  proceeds  from  our  offering  in  items  of
equipment  that are subject to a lease.  After the net  offering  proceeds  were
invested,  additional  investments  were made with the cash  generated  from our
initial investments to the extent that cash is not needed for expenses, reserves
and  distributions to partners.  The investment in additional  equipment in this
manner is called  "reinvestment."  We purchase equipment from time to time until
five years from the date we completed  our  offering.  This time frame is called
the  "reinvestment  period,"  which we anticipate  will end on October 16, 2006.
After the reinvestment  period, we will begin selling our assets in the ordinary
course of business during a time frame called the "liquidation period."

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

                                       12
<PAGE>

Air Transportation Equipment:

     o    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.

     o    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 original  expiration
          dates of March 14, 2006 and March 27, 2006,  respectively.  We entered
          into a lease  extension with respect to the Airbus  A340-313X in which
          we have a 100% interest,  which lease  extension  extended the term of
          the lease from March 14,  2006 to October 1, 2011.  We entered  into a
          lease  extension with respect to the second Airbus  A340-313X in which
          we have a 50%  interest to extend the term of the lease from March 27,
          2006 to July 1, 2011.

     o    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.

Information Technology Equipment:

     o    We have a 100%  interest  in four lease  schedules  consisting  of 128
          Noritsu  Optical/Digital  photo processing  mini-labs subject to lease
          with K-Mart.  The lease  expiration dates range between April 30, 2006
          and January 31, 2007.  Under the terms of the lease  agreement for the
          lease that expired on April 30,  2006,  the lessee has not notified us
          of their intention to either return or purchase the leased  equipment.
          We are treating this lease as a month to month lease  beginning May 1,
          2006.

Other Equipment:

     o    We have a 97.73% interest in ICON Cheyenne LLC. ICON Cheyenne LLC is a
          joint venture with certain  affiliates of our General  Partner,  which
          holds a portfolio of 16 active  leases with  expiration  dates through
          September 2007. The portfolio consists of over the road rolling stock,
          manufacturing equipment and materials handling equipment.

     o    We have a 74.87%  interest in ICON SPK 2023-A LLC. ICON SPK 2023-A LLC
          is a joint  venture with certain  affiliates  of our General  Partner,
          which holds a portfolio of 13 active leases with  expiration  dates at
          various dates through  April 2008.  The portfolio  consists of various
          equipment leases,  including material handling,  telecommunication and
          computer equipment.

Lease and Other Significant Transactions

Refinancing of Cathay Pacific Aircraft

     We have a  100.0%  interest  in one  Airbus  A340-313X  aircraft  and a 50%
interest in a second Airbus A340-313X aircraft both on lease to Cathay.

     The original lease on our 100.0%  interest  Airbus  A340-313X  aircraft was
scheduled  to expire on March 14, 2006 and has been  extended  until  October 1,
2011.  Simultaneously  with the lease extension,  we refinanced the non-recourse
debt associated with the aircraft which was due on March 14, 2006 with a balloon
payment of approximately $52,850,000.  We established a reserve account totaling
$281,868  which  was used to  repay a  portion  of the  balloon  payment  at the
maturity date of the debt. On March 14, 2006,  the  refinanced  debt balance was
$52,273,994,  accrues interest at the London Interbank  Offered Rate plus 1.165%
(which  totaled  6.32% at March 31,  2006) and  matures on October 1, 2011.  The
variable  interest  rate  of the  refinanced  debt  may  be  fixed  at our  sole
discretion on June 14, 2006, or fixed  automatically under the debt agreement on
September 14, 2006. The refinanced debt has a balloon  payment of  approximately
$32,000,000 at maturity.

                                       13
<PAGE>

     The owner trustee has a commitment with respect to this aircraft to pay 50%
of the maintenance  overhaul costs, which were incurred on or prior to March 14,
2006.  The owner trustee has  established  a  maintenance  reserve cash account,
which totaled approximately  $1,353,000 at March 31, 2006 to pay for its portion
of these costs,  which account has been funded in  accordance  with the terms of
the lease.  For the three months ended March 31, 2006, we accrued an estimate of
our portion of the  non-recurring  maintenance  overhaul costs of  approximately
$875,000.  Any excess cash remaining after the maintenance overhaul is performed
will be used to pay down the principal balance of the related non-recourse debt.

     The original lease on our 50.0% interest Airbus A340-313X  aircraft was due
to  expire  on  March  27,  2006  and has  been  extended  until  July 1,  2011.
Simultaneously  with the lease  extension,  the  owner  trustee  refinanced  the
non-recourse  debt associated with the aircraft which was scheduled to mature on
March 27, 2006 with a balloon payment of  approximately  $52,850,000.  A reserve
account  had  been  established  totaling  $582,509,  which  was used to repay a
portion of the balloon  payment at the maturity  date of the debt.  On March 27,
2006, the refinanced debt balance was $52,219,485, accrues interest at the LIBOR
plus 1.165% (which totaled 6.32% at March 31, 2006) and matures on July 1, 2011.
The  variable  interest  rate of the  refinanced  debt  may be fixed at our sole
discretion on June 27, 2006, or fixed  automatically under the debt agreement on
September 27, 2006.The  refinanced  debt has a balloon payment of  approximately
$32,000,000 at maturity.

     The owner trustee has a commitment  with respect to its Cathay  aircraft to
pay 50% of the maintenance  overhaul  costs,  which were incurred on or prior to
March 27, 2006.  The owner trustee has  established  a maintenance  reserve cash
account,  which totaled  approximately  $1,354,000 at March 31, 2006, to pay for
its portion of these costs, which account has been funded in accordance with the
terms of the lease.  For the three months ended March 31, 2006, ICON 126 accrued
an estimate of its portion of the  non-recurring  maintenance  overhaul costs of
approximately $875,000. Any excess cash remaining after the maintenance overhaul
is  performed  will be used to pay down the  principal  balance  of the  related
non-recourse debt.

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  March 31,  2006 (the "2006
Quarter") and 2005 (the "2005 Quarter")

     We are currently in our  reinvestment  period and  anticipate  entering our
liquidation  period during October 2006,  unless our General Partner extends the
reinvestment period, which it may do, at its discretion, for 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 our
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.

     Once we enter  our  liquidation  period,  we will  sell our  assets  in the
ordinary  course of business.  As we begin to sell our assets both rental income
and  finance  income will  decrease  over time as will  expenses  related to our
assets such as  depreciation  expense.  Additionally,  interest  expense  should
decrease as we reach the expiration of leases that were financed and the debt is
repaid to the lender. As leased equipment is sold, we will experience both gains
and losses on these sales.

                                       14
<PAGE>

     Revenues for the 2006 Quarter and 2005 Quarter are summarized as follows:


<TABLE>
<CAPTION>

                                                                         Three Months Ended March 31,
                                                                  ----------------------------------------
                                                                     2006             2005       Change
                                                                  -----------      ----------  -----------
<S>                                                               <C>              <C>         <C>
 Total revenue                                                    $ 4,052,719      $5,614,228  $(1,561,509)
                                                                  ===========      ==========  ===========

 Rental income                                                    $ 4,144,363      $5,138,607  $  (994,244)
 Finance income                                                   $    64,578      $  198,528  $  (133,950)
 Net loss on sales of equipment                                   $   (20,679)     $ (177,729) $   157,050
 (Loss) income from investments in joint ventures                 $  (203,859)     $  139,396  $  (343,255)
 Net gain on sale of investment in unguaranteed residual values   $        -       $  315,426  $  (315,426)
 Interest and other income                                        $    68,316      $      -    $    68,316

</TABLE>

     Total  revenue for the 2006  Quarter  decreased  $1,561,509,  or 27.8%,  as
compared to the 2005 Quarter. The decrease in rental income was primarily due to
the sale of a flight simulator previously on lease to British Aerospace, Inc. in
October 2005. The decrease in finance income was consistent with the lease terms
of our finance leases and we expect the income to continue to decrease as we get
closer to the expiration of our finance leases.  The decrease in our investments
in joint ventures was primarily due to our interest in ICON 126 which incurred a
required  non-recurring  maintenance overhaul expense of approximately  $875,000
for its sole asset, an Airbus A340-313X aircraft in the 2006 Quarter.

     Expenses  for the 2006  Quarter  and the 2005  Quarter  are  summarized  as
follows:


<TABLE>
<CAPTION>

                                                                         Three Months Ended March 31,
                                                                  -----------------------------------------
                                                                       2006           2005         Change
                                                                  -------------    ----------   -----------
<S>                                                               <C>              <C>          <C>
 Total expenses                                                   $   4,897,650    $5,844,581   $  (946,931)
                                                                  =============    ==========   ===========

 Depreciation and amortization                                    $   2,460,715    $3,425,174   $  (964,459)
 Interest                                                         $     853,747    $1,150,722   $  (296,975)
 Maintenance expense                                              $     875,000    $       -    $   875,000
 Management fees - General Partner                                $     355,297    $  511,695   $  (156,398)
 Administrative expense reimbursements - General Partner          $     134,879    $  221,473   $   (86,594)
 General and administrative                                       $     192,628    $  502,273   $  (309,645)
 Minority interest                                                $      25,384    $   33,244   $    (7,860)

</TABLE>

     Total expenses for the 2006 Quarter decreased $946,931,  or 16.2%, from the
2005 Quarter.  The decrease in total expenses was generally due to a decrease in
substantially  all expenses during the period.  The decrease in depreciation and
amortization was primarily  attributable to the sales of equipment in several of
our majority owned joint ventures,  ICON Cheyenne,  LLC and ICON SPK 2023-A, LLC
during  2005.  The  decrease  in  interest  expense  was  primarily  due  to the
disposition  of several  assets during the 2005 Quarter and the repayment of the
corresponding  non-recourse  debt.  The  increase in  non-recurring  maintenance
expense  was due  solely  to a  scheduled  maintenance  overhaul  of our  Airbus
A340-313X  aircraft.  The  decrease  in  management  fees - General  Partner was
primarily a result of our General Partner's  decreased  involvement with respect
to certain functions relating to the management of our equipment.  Such services
include the  collection of lease payments from lessees,  re-leasing  services in
connection  with  equipment  which is off-lease,  inspections  of the equipment,
liaison with and general  supervision of lessees to assure that the equipment is
being properly operated and maintained, monitoring performance by the lessees of
their obligations under the leases and the payment of operating expenses.  As we
decrease our leased  equipment  portfolio,  management  fees paid to our General
Partner are  expected  to  decrease.  The  decrease  in  administrative  expense
reimbursements  was a result of less time  required  by our  General  Partner to
administer our affairs.

                                       15
<PAGE>

Net Loss

     As a result of the  foregoing  factors,  the net loss for 2006  Quarter was
$844,931, as compared to the net loss for 2005 Quarter of $230,353. The net loss
per weighted  average number of limited  partnership  units  outstanding for the
2006 Quarter was $1.13 as compared to the net loss per weighted  average  number
of limited partnership units outstanding for 2005 Quarter of $0.31.

Liquidity and Capital Resources

Sources and Uses of Cash

     At  March  31,  2006,  we  had  cash  and  cash  equivalents  of  $840,218.
Historically,   our  main  source  of  cash  is  from  investing  and  financing
activities.  Our  main  use of  cash  is  from  financing  activities  and  cash
distributions to our partners.

     Our main  sources  of cash  during the 2006  Quarter  were  primarily  from
recourse borrowings,  proceeds on sales of equipment and sales advances and from
the  collection  of rental  income  from  non-financed  leases.  During the 2006
Quarter, we drew down $1,145,000 from our Facility.  Additionally,  we had sales
proceeds and sales advances of  approximately  $253,000 from one of our majority
owned subsidiaries.  During the 2006 Quarter, we received approximately $231,000
from equipment leases.

     Our main use of cash during the 2006 Quarter was from financing  activities
and investing activities.  Our primary use of cash from financing activities was
distribution payments to our partners of approximately $1,501,000 and redemption
of  limited  partnership  units  of  approximately  $45,000.  Additionally,  our
majority owned subsidiaries paid distributions to their members of approximately
$80,000 during the 2006 Quarter.

Financings and Borrowings

         Non-Recourse Debt

     We  have  non-recourse   debt  at  March  31,  2006  of  $58,750,882.   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 obligations accrue interest at rates ranging from 4.035% per year to 9.489%
per year.

         Revolving Credit Facility

     On August 31, 2005, we,  together with certain of our affiliates  (entities
sponsored and organized by the General  Partner),  Fund Nine,  Fund Ten and 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 is 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 8% at  March  31,  2006).  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.

                                       16
<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 March  31,  2006.  The  Agreement
prohibits the Borrowers from declaring or paying any  distribution  to investors
if such a payment  would cause the  Borrowers to become  non-compliant  with the
financial covenants in the Agreement.

     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.  Fund Eleven has  established  an interest  bearing  cash
account with the Lender totaling  $1,313,185 at March 31, 2006,  which satisfies
the Lender's cash reserve requirement for all the Borrowers.

     At March 31, 2006, aggregate borrowings by all Borrowers under the Facility
amounted to $6,565,927,  of which we currently have $1,145,000 outstanding under
the Facility.

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

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 our limited partners for the three months ended March 31, 2006
of $1,485,662. We paid distributions to our General Partner for the three months
ended March 31, 2006 of $15,007.

Contractual Obligations and Commitments and Off Balance Sheet Transactions

     Other  than  our  borrowings  under  the  Facility   described  above,  our
contractual  obligations  and commitments  have not changed  materially from the
amounts  disclosed in our Annual Report on Form 10-K for the year ended December
31, 2005. We do not have any off balance sheet transactions.

                                       17
<PAGE>

Item 3. Quantitative and Qualitative 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.  Other  than as  described  below,  there were no other
material  changes to the  disclosure  related to these items since the filing of
our Annual Report on Form 10-K for the year ended December 31, 2005.

     Our Facility  and the non recourse  debt  obligations  associated  with the
Cathay  aircrafts  carry  floating  interest  rates  that are tied to the London
Interbank  Offered  Rate and the prime rate and,  therefore,  our  statement  of
income and our cash flows will be exposed to changes in  interest  rates.  A one
percentage  point  increase in LIBOR  would  cause an  increase to our  interest
expense of  approximately  $500,000.  We continue to monitor our  floating  rate
obligations  and  pursuant to the terms of our debt  refinancing  for the Cathay
aircrafts,  we may, at our sole  discretion,  fix the variable  interest rate on
June 14,  2006 or the  variable  interest  rate will be fixed  automatically  on
September 14, 2006.

Item 4.  Controls and Procedures

Evaluation of disclosure controls and procedures

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

     While evaluating our General Partner's  disclosure controls and procedures,
our General Partner recognized that greater internal controls were needed to aid
in a more efficient closing of our financial  statements,  thereby requiring our
General  Partner to hire  additional  skilled  accounting  staff to support  the
senior vice president of accounting  hired by our General  Partner at the end of
the third quarter of 2004. In addition, our General Partner hired two additional
accounting  staff members during 2005 who are certified  public  accountants and
are  experienced  with  public  reporting  entities.  Our General  Partner  will
continue to evaluate its disclosure  controls and procedures to determine  their
effectiveness  and  adequacy and will take the steps  necessary,  in our General
Partner's  opinion,  to ensure the adequacy of our General Partner's  disclosure
controls and procedures.

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

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

                                       18
<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  against us or
against any of our assets.

Item 1A. Risk Factors

     Other  than with  respect  to the risk  factor  below,  there  have been no
material  changes from the risk factors  disclosed in "Item 1A. Risk Factors" of
our Annual  Report on Form 10-K for the year ended  December 31, 2005.  The risk
factor  presented below should be read in conjunction  with the risk factors and
information disclosed in our Annual Report on Form 10-K.

     Because we will  borrow to purchase  equipment,  including  recourse  debt,
losses as a result  of  lessee  defaults  may be  greater  than if debt were not
incurred.  Restrictions  imposed by the terms of our  indebtedness may limit our
financial flexibility.

     Although  we expect to acquire  some of our  investments  for cash,  we are
likely to borrow a  substantial  portion of the purchase  price of our equipment
investments  and there is no limit to the  amount  of debt that may be  incurred
when purchasing  equipment.  While we believe the use of leverage will result in
us being  able to make more  acquisitions  and that each  acquisition  will have
fewer  dollars  at risk  than if  leverage  were not  utilized,  there can be no
assurance that the benefits of greater size and diversification of the portfolio
will offset the heightened risk of loss in an individual lease transaction using
leverage.

     Additionally,  while  we  expect  the  majority  of  our  borrowings  to be
non-recourse,  some of our borrowings  may be recourse debt,  whereby the lender
can look to our general assets or the general assets of other equipment  leasing
funds our General Partner operates in the case of nonpayment.  Recourse debt may
increase  our risk of loss  because  we must meet our loan  payment  obligations
regardless of the rental revenue we receive from the equipment.  With respect to
non-recourse  borrowings,  a lessee  default could force us to make debt service
payments so as to protect our  investment in equipment and prevent us from being
subject to repossession.

     We  together  with  certain  of  our  affiliates  (entities  sponsored  and
organized by our General Partner),  ICON Income Fund Nine, LLC, ICON Income Fund
Ten,  LLC and ICON  Leasing  Fund  Eleven,  LLC are party to a  commercial  loan
agreement (the "Loan  Agreement") with California Bank & Trust. The terms of our
Loan Agreement could restrict us from paying  distributions to investors if such
payments  would cause us not to be in compliance  with our financial  covenants.
See "Item 2. General  Partner's  Discussion and Analysis of Financial  Condition
and Results of Operations - Liquidity and Capital Resources."

                                       19
<PAGE>

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

     Our General  Partner  consented to us redeeming  1,050 limited  partnership
units during the 2006 Quarter.  The redemption amounts are calculated  according
to a specified redemption formula in accordance with the partnership  agreement.
Redeemed  units  have no voting  rights and do not share in  distributions.  The
partnership  agreement limits the number of limited  partnership units which can
be redeemed in any one year and redeemed  limited  partnership  units may not be
reissued. The following table details our limited partnership unit redemptions:

                                             Total Number of
                                              Limited Partner   Price Paid Per
                                                  Units         Limited Partner
                                                Redeemed             Units
                                                --------             ------

 January 1, 2006 through January 31, 2006             -              $   -
 February 1, 2006 through February 28, 2006        1,050              42.77
 March 1, 2006 through March 31, 2006                 -                  -
                                                --------             ------

                                                   1,050             $42.77
                                                ========             ======

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
first quarter 2006.

Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits

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

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

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

     32.2 Certification  pursuant to 18 U.S.C.  ss.1350,  as adopted pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002.

                                       20
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Partnership  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: May 15, 2006

/s/ Beaufort J.B. Clarke
------------------------
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

Date: May 15, 2006

/s/ Thomas W. Martin
------------------------
Thomas W. Martin
Chief Operating Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)

                                       21