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

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

for the transition period from ______________________ to________________________

Commission File Number                               333-37504

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


            Delaware                                       13-4101114
--------------------------------------------------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)


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


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



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [ x] Yes [ ] No

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

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements


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

                           Consolidated Balance Sheets

                                                  (Unaudited)
                                                  September 30,     December 31,
                                                       2004             2003
                                                       ----             ----
   Assets

Cash and cash equivalents                       $     956,359     $   1,760,803
                                                -------------     --------------
Investments in finance leases:
   Minimum rents receivable                        11,631,582        15,192,886
   Estimated unguaranteed residual values           1,737,662         1,737,662
   Initial direct costs, net                           95,384           194,985
   Unearned income                                 (1,068,244)       (1,974,924)
   Allowance for doubtful accounts                  (411,742)             -
                                                -------------     -------------

     Net investment in finance leases              11,984,642         15,150,609
                                                -------------     -------------

Investments in operating leases:
   Equipment, at cost                             136,105,659       148,112,061
   Accumulated depreciation and amortization      (34,503,234)      (31,289,197)
                                                -------------     --------------

     Net investment in operating leases           101,602,425       116,822,864
                                                -------------     --------------

Equipment held for sale or lease                       -             36,741,848
Investments in joint ventures                       5,900,394         6,382,227
Due from affiliates                                   923,921           167,170
Investment in unguaranteed residual values             -                409,586
Investment in option                                2,100,000         2,100,000
Other assets, net                                   1,341,862         1,212,013
                                                -------------     --------------

Total assets                                    $ 124,809,603     $ 180,747,120
                                                =============     ==============






                                                      (continued on next page)
<PAGE>

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

                     Consolidated Balance Sheets - Continued


<TABLE>
<CAPTION>


                                                                          (Unaudited)
                                                                         September 30,           December 31,
                                                                              2004                   2003
                                                                              ----                   ----

      Liabilities and Partners' Equity

<S>                                                                    <C>                   <C>
Notes payable - non-recourse                                           $      84,919,449     $     132,938,722
Note payable - recourse                                                        3,195,000             2,000,000
Due to affiliates                                                                  1,229                98,203
Deferred rental income                                                         2,828,642             1,255,076
Equipment sales advances                                                         368,908             1,361,506
Security deposits and other liabilities                                        1,708,514             1,377,023
Minority interests                                                               467,616             1,352,621
                                                                       -----------------     -----------------

   Total liabilities                                                          93,489,358           140,383,151
                                                                       -----------------     -----------------

Commitment and Contingencies

Partners' equity (deficit)
   General Partner                                                              (337,039)             (247,872)
   Limited Partners (743,529.34 and 745,491.39 units outstanding,
     $100 per unit original issue price)                                      31,657,284            40,611,841
                                                                       -----------------     -----------------

Total partners' equity                                                        31,320,245            40,363,969
                                                                       -----------------     -----------------

Total liabilities and partners' equity                                 $     124,809,603     $     180,747,120
                                                                       =================     =================

</TABLE>



See accompanying notes to consolidated financial statements.
<PAGE>
                          ICON Income Fund Eight B L.P.
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                         For the Three Months            For the Nine Months
                                                          Ended September 30,            Ended September 30,
                                                          2004           2003           2004            2003
                                                          ----           ----           ----            ----
<S>                                                  <C>             <C>            <C>            <C>
Revenues
   Rental income                                     $   4,497,884   $   5,457,298  $  14,471,720  $  16,703,527
   Finance income                                          269,921         498,738        906,679      1,590,795
   Net (loss) gain on sales of equipment                  (265,443)         10,033      (938,671)         21,828
   Income from investments in joint ventures               118,882         107,035        386,500        246,356
   Gain from investment in
     unguaranteed residual values                            1,194            -            99,426          -
   Interest income and other                                19,102           3,628         36,687         19,457
                                                     -------------   -------------   ------------   ------------

   Total revenues                                        4,641,540       6,076,732     14,962,341     18,581,963
                                                     -------------   -------------   ------------    -----------

Expenses
   Depreciation                                          3,159,140       4,697,297     11,103,749     13,313,166
   Interest                                              1,264,151       1,881,472      4,486,392      5,633,365
   Management fees - General Partner                       421,985         503,790      1,245,749      1,698,373
   Administrative expense
     reimbursements - General Partner                      195,259         229,672        636,681        785,107
   Aircraft maintenance                                       -            745,872        171,180        745,872
   General and administrative                              152,805         377,974        761,839        885,559
   Amortization of initial direct costs                     21,766          56,989         99,560        181,354
   Provision for bad debts                                    -               -           411,742          -
   Provision for impairment loss                              -               -           601,788          -
   Minority interest                                       (18,531)        (88,004)      (152,837)      (111,576)
                                                     -------------   -------------  -------------  -------------

   Total expenses                                        5,196,575       8,405,062     19,365,843     23,131,220
                                                     -------------   -------------  -------------  -------------

Net loss                                             $    (555,035)  $  (2,328,330)  $ (4,403,502)  $  (4,549,257)
                                                     =============   ==============  ============   =============


Net loss allocable to:
    Limited Partners                                 $   (549,485)   $  (2,305,047)  $ (4,359,467)  $ (4,503,764)
    General Partner                                        (5,550)         (23,283)       (44,035)       (45,493)
                                                     -------------   -------------   ------------   ------------

                                                     $   (555,035)   $  (2,328,330)  $ (4,403,502)  $ (4,549,257)
                                                     ============    =============   ============   ============

Weighted average number of limited
   partnership units outstanding                          743,648          746,526        744,463        747,525
                                                     ============    =============   ============    ============

Net loss per weighted average
   limited partnership unit                          $       (.74)   $      (3.09)   $     (5.86)   $      (6.03)
                                                     =============   =============   ============   ============

</TABLE>





See accompanying notes to consolidated financial statements.
<PAGE>

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

              Consolidated Statement of Changes in Partners' Equity

                  For the Nine Months Ended September 30, 2004
                                   (Unaudited)


<TABLE>
<CAPTION>


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

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

Cash distributions to partners      $        6.00  $      -            (4,468,092)       (45,132)    (4,513,224)

Limited partnership units
  redeemed (1,962.05 units)                                              (126,998)         -          (126,998)

Net loss                                                               (4,359,467)       (44,035)    (4,403,502)
                                                                  ---------------   -------------  ------------

Balance at September 30, 2004                                     $    31,657,284   $   (337,039)  $ 31,320,245
                                                                  ---------------   ------------   ------------

</TABLE>






See accompanying notes to consolidated financial statements.
<PAGE>

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

                      Consolidated Statements of Cash Flows

                     For the Nine Months Ended September 30,
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                              2004                 2003
                                                                              ----                 ----

 <S>                                                                    <C>                   <C>
Cash flows from operating activities:
   Net loss                                                            $     (4,403,502)     $     (4,549,257)
                                                                       ----------------      ----------------
   Adjustments to reconcile net loss to net cash
     used in operating activities:
       Finance income paid directly to lenders by lessees                      (628,091)             (841,707)
       Depreciation                                                          11,103,749            13,313,166
       Amortization of initial direct costs                                      99,560               181,354
       Minority interest                                                       (152,837)             (111,576)
       Income from investments in joint ventures                               (386,501)             (246,356)
       Net loss (gain) on sales of equipment                                    938,671              (21,828)
       Gain from investment in unguaranteed residuals                           (99,426)                -
       Provision for impairment loss                                             601,788                -
       Provision for bad debts                                                   411,742                -
       Rental income paid directly to lenders by lessees                     (13,684,723)         (16,158,540)
       Interest expense on non-recourse financing
         paid directly to lenders by lessees                                   3,832,042            4,707,878
     Changes in operating assets and liabilities:
       Collection of principal - non-financed receivables                      1,096,893            2,068,755
       Due from affiliates                                                        58,865             (300,548)
       Other assets                                                             (129,849)             136,522
       Due to affiliates                                                         (96,974)              (6,960)
       Deferred rental income                                                     96,366             (353,779)
       Security deposits and other liabilities                                 1,324,089              877,070
                                                                         ---------------     ----------------

         Total adjustments                                                     4,385,364            3,243,451
                                                                         ---------------     ----------------

Net cash used in operating activities                                            (18,138)          (1,305,806)
                                                                         ---------------     ----------------

Cash flows from investing activities:
   Cash investment in operating leases                                             -               (3,076,564)
   Distributions from consolidated joint ventures                               (550,873)             -
   Equipment sales advances                                                     (992,598)             132,000
   Distributions received from unconsolidated joint ventures                     868,336            1,030,997
   Proceeds from sale of unguaranteed residual values                            509,012            1,882,292
   Loans and advances from affiliates                                           (815,616)             -
   Proceeds from the sales of equipment                                        3,702,243              681,899
                                                                         ---------------     ----------------

Net cash provided by investing activities                                      2,720,504              650,624
                                                                         ---------------     ----------------

</TABLE>


                                                       (continued on next page)
<PAGE>

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

                Consolidated Statements of Cash Flows - Continued

                     For the Nine Months Ended September 30,
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                2004                 2003
                                                                ----                 ----

<S>                                                     <C>                <C>
Cash flows from financing activities:
   Minority interest contribution, net                          11,458               352,198
   Proceeds from recourse borrowings                         1,195,000                 -
   Cash distributions to partners                           (4,513,224)           (5,527,570)
   Redemption of limited partnership units                    (126,998)             (135,248)
   Repayment of non-recourse borrowings                        (73,046)             (382,705)
                                                        ---------------    -----------------
Net cash used in financing activities                       (3,506,810)           (5,693,325)
                                                        ---------------    -----------------

Net decrease in cash and cash equivalents                     (804,444)           (6,348,507)
Cash and cash equivalents at beginning of the period         1,760,803             8,499,026
                                                        --------------     -----------------

Cash and cash equivalents at end of the period          $      956,359     $       2,150,519
                                                        ==============     ==================

</TABLE>








                                                        (continued on next page)
<PAGE>

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

                Consolidated Statements of Cash Flows - Continued

                     For the Nine Months Ended September 30,
                                   (Unaudited)

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

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

<TABLE>
<CAPTION>


                                                                              2004                 2003
                                                                              ----                 ----

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

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


Notes payable - non-recourse relinquished with sale of
   equipment                                                           $      34,491,692     $        -
                                                                       ==================    ===============


Principal and interest from finance leases paid
  directly to lenders by lessees                                       $       2,124,714     $     2,420,526
Rental income from operating leases paid
  directly to lenders by lessees                                              13,684,723          16,158,540
Deferred rental income from operating leases paid
  directly to lenders by lessees                                               1,477,200           3,194,162
Principal and interest paid directly to lenders by lessees                   (17,286,637)        (21,773,228)
                                                                       -----------------     ---------------

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

Interest paid directly to lenders by lessees
  pursuant to non-recourse financings                                  $       3,832,042     $     4,707,878
Other interest paid                                                              654,350             925,487
                                                                       -----------------     ---------------

Total interest expense                                                 $       4,486,392     $     5,633,365
                                                                       =================     ===============

</TABLE>




See accompanying notes to consolidated financial statements.
<PAGE>

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

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

1.   Basis of Presentation and Consolidation

     The  accompanying  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 (the "SEC") 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 consolidated  financial  statements should be read in
conjunction with the consolidated financial statements and notes included in the
Partnership's  2003  Annual  Report on Form 10-K.  The  results  for the interim
period are not necessarily indicative of the results for the full year.

     The accompanying  consolidated financial statements include the accounts of
the  Partnership  its majority  owned  subsidiaries,  ICON  Cheyenne  LLC,  ICON
Aircraft 24846 LLC and ICON Aircraft 47820 LLC at September 30, 2004 and for the
three  and  nine  months  ended  September  30,  2004  and  2003.  All  material
intercompany balances and transactions have been eliminated in consolidation.

     Certain  reclassifications have been made to the accompanying  consolidated
financial  statements for the three and nine months ended  September 30, 2003 to
conform to the current period presentation.

2.   Organization

     The  Partnership  was  formed on  February  7, 2000 as a  Delaware  limited
partnership for the purpose of acquiring  equipment  subject to leases and, to a
lesser degree,  acquiring ownership rights to items of leased equipment at lease
expiration.  The Partnership is currently in its "reinvestment"  phase,  wherein
the  Partnership  seeks to purchase  equipment from time to time through October
2006. After the "reinvestment  period",  the Partnership will then begin to sell
its assets in the  ordinary  course of business  during a time frame  called the
"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.

     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 partnership agreement.

3.   Joint Ventures

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

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

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

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

3.   Joint Ventures - continued

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

     The  Partnership  and three  affiliates,  ICON Cash Flow  Partners L.P. Six
("L.P. Six"), ICON Cash Flow Partners L.P. Seven ("L.P.  Seven") and ICON Income
Fund Eight A L.P. ("Fund Eight A") formed,  ICON Cheyenne LLC ("ICON  Cheyenne")
for the  purpose of  acquiring  and  managing a  portfolio  of leases.  Prior to
September 30, 2004 the  Partnership,  L.P. Six, L.P.  Seven and Fund Eight A had
ownership interests of 87.69%,  1.00%, 10.31% and 1.00%,  respectively,  in ICON
Cheyenne.  In  connection  with  the  terms  of the  Contribution  Agreement  as
discussed in Note 4, effective  September 30, 2004,  L.P. Seven assigned a 9.04%
interest in ICON Cheyenne (while  retaining a 1.27% interest) to the Partnership
for $204,384. This amount was determined to represent L.P. Seven's proportionate
fair  value,  which  equals  the book  value of L.P.  Seven's  interest  in ICON
Cheyenne at September 30, 2004. The fair value was determined  using  discounted
cash flow projections for ICON Cheyenne's portfolio.

     The outstanding  balance of the non-recourse  debt secured by these assets,
at September 30, 2004, was $570,172.  The leases expire on various dates through
September 2006.

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

     The  Partnership  and two  affiliates,  L.P. Seven and Fund Eight A formed,
ICON Aircraft 24846 LLC ("ICON Aircraft  24846") for the purpose of acquiring an
investment  in a Boeing  767-300ER  aircraft  on lease to  Scandinavian  Airline
Systems. The Partnership, L.P. Seven and Fund Eight A had ownership interests of
96.0%, 2.0% and 2.0%, respectively, in ICON Aircraft 24846.

     The aircraft was sold on July 29, 2004 and ICON Aircraft  24846  realized a
loss on the sale of approximately  $601,800.  The General Partner had determined
that it was in the best interest of ICON Aircraft  24846 and its members to sell
the Boeing 767-300ER  aircraft to BTM Capital Corp.,  the lender,  for an amount
equal to the  outstanding  debt  balance.  The decision to sell the aircraft was
based, in part, on the following factors: (i) the aircraft's current fair market
value was estimated to be between $24,000,000 and $27,000,000 and the balance of
the outstanding debt was $34,500,000;  (ii) any new lease for the aircraft would
have required the Partnership to contribute an additional $850,000 in equity (at
minimum) in order to reconfigure  the aircraft  and/or upgrade the engines;  and
(iii) if the Partnership  were to continue to remarket the aircraft,  the lender
would have required  interest only payments of approximately  $100,000 per month
until the aircraft was re-leased.

<PAGE>

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

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

3.   Joint Ventures - continued

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

     The Partnership and an affiliate, Fund Nine formed, ICON Aircraft 47820 LLC
("ICON 47820") for the purpose of acquiring an investment in a McDonnell Douglas
DC10-30F  aircraft  on lease  to  Federal  Express  Corporation  ("Fedex").  The
aircraft  owned by ICON  47820  was  acquired  with cash and the  assumption  of
non-recourse debt. The Partnership and Fund Nine have ownership interests of 90%
and 10%, respectively,  in ICON 47820. The lender has a security interest in the
aircraft and an assignment of the rental payments under the lease.  The lease is
scheduled  to expire in March  2007,  at which time the final  lease  payment of
$2,916,523  will be used to  repay  the  remaining  balance  of the  outstanding
non-recourse  debt. The outstanding  balance of the non-recourse debt secured by
this aircraft, at September 30, 2004, was $13,738,593.

     The  four  joint  ventures  described  below  are 50% or less  owned by the
Partnership  and  are  accounted  for  under  the  equity  method,  whereby  the
Partnership's  original  investment  was recorded at cost and is adjusted by its
share of earnings, losses and distributions of the joint ventures.

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

     The Partnership and an affiliate,  Fund Nine formed,  ICON Aircraft 126 LLC
("ICON 126") for the purpose of acquiring all of the outstanding shares of Delta
Aircraft Leasing Limited ("D.A.L."),  a Cayman Islands registered company, which
owns,  through an Owner Trust, an Airbus A340-313X aircraft which is on lease to
Cathay  Pacific  through  March 2006.  The  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 financial  statements.  The aircraft is
subject to non-recourse debt provided by unaffiliated  lenders.  The outstanding
balance of the non-recourse  debt secured by this aircraft at September 30, 2004
was $59,728,210.

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

                                         Nine Months Ended    Nine Months Ended
                                         September 30, 2004   September 30, 2003
                                         ------------------   ------------------

Net income                                $       439,908     $        290,362
                                          ===============     ================
Partnership's share of net income         $       219,955     $        145,181
                                          ===============     ================


<PAGE>

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

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

3.   Joint Ventures - continued

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

     The Partnership and an affiliate,  Fund Nine formed,  ICON SPK 2023-A,  LLC
("ICON  SPK") for the purpose of  acquiring a  portfolio  of leases.  The leases
expire on various dates through April 2008. The  Partnership  and Fund Nine have
ownership interests of 49% and 51%, respectively, in ICON SPK.

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

                                      Nine Months Ended     Nine Months Ended
                                      September 30, 2004   September 30, 2003
                                      ------------------   ------------------

Net income                             $        254,175     $       145,033
                                       ================     ===============
Partnership's share of net income      $        124,546     $        71,066
                                       ================     ===============
Distributions                          $      1,759,288     $     2,059,280
                                       ================     ===============
Partnership's share of distribution    $        862,057     $     1,009,047
                                       ================     ===============

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

     The Partnership and an affiliate,  Fund Nine, an entity managed by the ICON
Capital Corp., formed ICON/Kenilworth LLC for the purpose of acquiring a natural
gas-fired  25MW  co-generation  facility  for cash and  non-recourse  debt.  The
Partnership and Fund Nine have ownership interests of 5% and 95%,  respectively.
The base lease for the co-generation facility was through July 2004 and has been
extended until 2009.  During the extension term,  rental payments will, in part,
be a function of natural gas prices.  If natural gas prices are sustained at the
current record high levels,  rental  payments will be deferred until natural gas
prices return to previous  levels.  The outstanding  balance of the non-recourse
debt was fully repaid at the end of the base lease term in July 2004.

     Under  the  terms of the  Renewal  Rent  Agreement  (the  "Agreement")  the
lessee's  rent is  contingent  upon the price of  natural  gas.  If the price of
natural gas for the quarter is equal to or greater than $4.50 per mmbtu then the
lessee's rent shall be the lesser of the lessee's excess cash, as defined in the
Agreement or the base  renewal rent which is $250,000 per quarter.  If the price
of natural  gas for the  quarter is equal to $4.00 per mmbtu but less than $4.50
per mmbtu than the  lessee's  rent shall be equal to the base  renewal rent plus
the first gas price bonus, as defined in the Agreement.  If the price of natural
gas for the quarter is less than $4.00 per mmbtu then the lessee's rent shall be
equal to the base  renewal  rent plus  other  incentives  and a second gas price
bonus, as defined in the Agreement.  In accordance  with  accounting  principles
generally  accepted  in the United  States of America the  Partnership  will not
accrue contingent rental income until such time as the payment becomes due.
<PAGE>

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

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

3.   Joint Ventures - continued

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

                                         Nine Months Ended    Nine Months Ended
                                         September 30, 2004   September 30, 2003
                                         ------------------   -----------------

Net income                                  $     483,281     $     615,300
                                            =============     =============
Partnership's share of net income           $      19,973     $      30,765
                                            =============     =============
Distributions                               $     125,671     $     439,000
                                            =============     =============
Partnership's share of distribution         $       6,284     $      21,950
                                            =============     =============

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

     The  Partnership and an affiliate,  Fund Nine,  formed ICON Aircraft 46835,
LLC ("ICON  46835") for the purpose of  acquiring an  investment  in a McDonnell
Douglas DC-10-30F aircraft on lease to Fedex. The Partnership and Fund Nine have
ownership  interests  of 15% and 85%,  respectively.  ICON  46835  acquired  the
aircraft subject to the Fedex lease with cash and the assumption of non-recourse
debt.  The lender has a security  interest in the aircraft and an  assignment of
the rental  payments under the lease.  The lease is scheduled to expire in March
2007, at which time the final lease payment of $2,708,000  will be used to repay
the remaining  outstanding  balance of the  non-recourse  debt. The  outstanding
balance of the non-recourse debt at September 30, 2004 was $12,754,529.


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

                                         Nine Months Ended    Nine Months Ended
                                         September 30, 2004   September 30, 2003
                                         ------------------   ------------------

Net income (loss)                          $       146,842     $       (4,373)
                                           ===============     ==============
Partnership's share of net income (loss)   $        22,026     $         (656)
                                           ===============     ==============

4.   Related Party Transactions

     As part of the  Comerica  Bank  Loan  and  Security  Agreement,  there is a
Contribution  Agreement  between the Partnership,  L.P. Seven,  ICON Income Fund
Eight A L.P.,  Fund Nine and ICON  Income  Fund Ten,  LLC ("Fund  Ten")  (each a
"Borrower" and collectively,  "the Borrowers"). Under the Contribution Agreement
each Borrower is jointly and  severally  liable for all amounts  outstanding  to
Comerica Bank.  The  Contribution  Agreement  allows a Borrower to repay another
Borrowers obligation to Comerica Bank as long as the repaid amounts are promptly
reimbursed to the paying  Borrower.  At September 30, 2004, the Partnership paid
advances to Comerica Bank of,  $1,020,000,  on behalf of the  obligations of the
L.P. Seven. The Partnership is accruing interest income at 8.0% per annum on all
unpaid  advances.  Offsetting  this advance was $204,384 in amounts paid to L.P.
Seven  with  the  assignment  of its  interest  in  ICON  Cheyenne.  L.P.  Seven
anticipates  repaying  these advances  either from rental income,  proceeds from
equipment sales and the sale of the  Partnership's  joint venture interests or a
combination of the three.

     Additionally, the Partnership is due $102,000 from ICON SPK.


<PAGE>

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

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

4.   Related Party Transactions - continued

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

<TABLE>
<CAPTION>


                                2004             2003
                                ----             ----

<S>                        <C>               <C>             <C>
Acquisition fees           $       -         $     736,766    Capitalized as part of investment
                                                                in operating leases
Acquisition fees                   -                 -        Capitalized as part of
                                                                investment in joint venture
Management fees                1,245,749         1,698,373    Charged to operations
Administrative expense
  reimbursements                 636,681           785,107    Charged to operations
                           -------------     -------------

                           $   1,882,430     $   3,220,246
                           =============     =============

</TABLE>

5.   Allowance for Doubtful Accounts

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

<PAGE>

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

Forward-Looking  Information - The following  discussion and analysis  should be
read in conjunction with the audited consolidated financial statements and notes
included in our annual  report on Form 10-K dated  December  31,  2003.  Certain
statements within this document may constitute forward-looking statements within
the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.  These
statements are identified by words such as "anticipate,"  "believe," "estimate,"
"expects," "intend," "predict" or "project" and similar expressions.  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 oil
and  gas  prices;   level  of  fleet   additions  by  competitors  and  industry
overcapacity;  changes in capital  spending by customers  in the cargo  delivery
industry;  changing customer demands for aircraft; acts of terrorism;  unsettled
political  conditions,  war,  civil unrest and  governmental  actions;  disease;
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    availability of qualified personnel;

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.

a.   Overview

     We are an equipment  leasing  business formed on February 7, 2000 and which
began  active  operations  on June 14,  2000.  We are  primarily  engaged in the
business of acquiring equipment subject to lease.

     We have  invested  most of the net  proceeds  of this  offering in items of
equipment  that are  subject  to 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 our  expenses or
reserves  or  used  to  fund  distributions  to  investors.  The  investment  in
additional  equipment in this manner is called  "reinvestment." We are currently
operating in the  "reinvestment  period" and anticipate doing so through the end
of October,  2006. After the "reinvestment  period",  we will then begin to sell
our assets in the  ordinary  course of business  during a time frame  called the
"disposition period".

     Our  current  equipment   portfolio  which  is  held  directly  or  through
investments in joint ventures with affiliates consists substantially of:

o    A portfolio of conveyor  systems,  frames,  racks,  carousels and forklifts
     that are on lease to PetSmart,  Inc. and was purchased for $3,331,179.  The
     lease  terminated  on  October  25,  2004,  at which  time  PetSmart,  Inc.
     purchased all of the equipment, at fair value, for approximately $1,300,000
     which resulted in an estimated gain of $750,000.

o    A flight  simulator  on lease  to  British  Aerospace,  Inc.  ("BAE").  The
     purchase price consisted of $2,062,472 cash and assumption of the remaining
     outstanding  non-recourse  debt of  $10,830,109.  The lease will  expire on
     March 27,  2006,  at which time BAE may renew the lease for two  additional
     terms of one year each. o A 15% interest in a McDonnell  Douglas  DC-10-30F
     aircraft on lease with Federal Express  Corporation with an expiration date
     of March 31, 2007.  The aircraft  lease may be renewed for up to five years
     thereafter.  Our share of the purchase  price was $450,000 cash and our pro
     rata share of $22,291,593 in non-recourse debt.

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

o    Effective  September 30, 2004, L.P. Seven assigned 9.04% of its interest in
     ICON  Cheyenne  LLC ("ICON  Cheyenne")  to us for $204,384  increasing  our
     ownership  to  96.73%.  ICON  Cheyenne  is a joint  venture  which  holds a
     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 for a purchase price of  $29,705,716.  The purchase
     price consisted of an equity contribution of $11,401,151 and the assumption
     of non-recourse debt of $18,304,565.  Of the original 119 schedules, 30 are
     still active with  expiration  dates  ranging  between  January of 2005 and
     October of 2006.

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

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

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

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

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

     Substantially all of our recurring  operating cash flows are generated from
the single investor  leases in 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). We anticipate increases in cash
available for operating  distributions  to investors due to the  acquisition  of
more single-investor deals.

Kmart

     On January 22,  2002,  Kmart and its  affiliate  debtors  filed a voluntary
petition  in the United  States  Bankruptcy  Court for the  Eastern  District of
Illinois  seeking relief under Chapter 11 of the United States  Bankruptcy Code.
We are the lessor of 210  Noritsu  Optical/Digital  photo  processing  mini-labs
located at Kmart retail locations throughout the country.

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

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

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

     We are currently in negotiations  with Kmart and anticipate  resolving this
dispute via a Stipulation  Agreement.  We hope to have the Stipulation Agreement
approved by the Bankruptcy Court at hearing currently  scheduled during December
2004. As part of the Stipulation Agreement, Kmart would make payment on all past
due  property  taxes,  as well as, our request to the Court to grant us title to
all of the substituted machines on our lease schedules. The fifth lease schedule
- Schedule 23, would  officially be rejected.  Kmart continues to remain current
on all of its rent obligations on the other four lease schedules.

Sale of Assets

     The Boeing  767-300ER  aircraft  was sold on July 29, 2004.  ICON  Aircraft
24846 LLC realized a loss on the sale of approximately  $601,800 and recorded an
impairment  charge on this  asset in the second  quarter.  The  General  Partner
determined  that it was in the best  interests of the joint  venture,  which had
been holding the Boeing  767-300ER  aircraft to sell the aircraft to BTM Capital
Corp.,  the lender,  for an amount equal to the  outstanding  debt balance.  The
decision to sell the aircraft was based, in part, on the following factors:

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

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

<PAGE>
3)   If the  Partnership  were to continue to remarket the aircraft,  the lender
     would have required  interest only payments of  approximately  $100,000 per
     month until the aircraft was re-lessee.

Industry Factors

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

General Economic Conditions

     The United States of America's  economy  appears to be  recovering,  and we
believe  that the  leasing  industry's  outlook  for the  foreseeable  future is
encouraging.   Many  experts   foresee  an  increase  in  capital   spending  by
corporations  through 2007 which should increase the pool of available secondary
market leases, and to that end, we are seeing more opportunities in this market.
Nonetheless,  a key obstacle still facing the leasing  industry is the continued
low  interest  rate  environment,  which  reduces  leasing  volume  inasmuch  as
customers  are more  prone to  purchase  than  lease.  Other  factors  which may
negatively  affect the leasing  industry are the proposed  legal and  regulatory
changes that may affect tax benefits of leasing and the continued  misperception
by many  potential  lessees,  stemming  from Enron,  WorldCom  and others,  that
leasing should not play a central role as a financing  alternative.  However, as
economic growth continues and interest rates inevitably begin to rise over time,
more lessees will return to the marketplace.

     Further Deterioration of the Air Travel Industry.

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

     International Risks.

     Our  portfolio  includes  leases  with  foreign  companies,  such as Cathay
Pacific  Airways,  which makes our assets  especially  subject to  geo-political
events as well as other foreign  concerns,  such as SARS. A reemergence  of SARS
may affect travel to the Far East,  which would  adversely  affect the financial
condition of Cathay Pacific. b. Results of Operations for the Three Months Ended
September 30, 2004 and 2003

     Revenues for the  quarterly  periods  ended  September  30, 2004 (the "2004
Quarter") and 2003 (the "2003 Quarter") are summarized as follows:

--------------------------------------------------------------------------------
                                          For Quarter Ended, September 30, 2004
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                          2004 Quarter 2003 Quarter      Change
----------------------------------------- ------------ ------------- -----------
----------------------------------------- ------------ ------------- -----------
Total Revenues                           $  4,641,540 $  6,076,732  $(1,435,192)
----------------------------------------- ------------ ------------- -----------
----------------------------------------- ------------ ------------- -----------
Rental income                             $ 4,497,884  $  5,457,298  $ (959,414)
----------------------------------------- ------------ ------------- -----------
----------------------------------------- ------------ ------------- -----------
Finance income                            $   269,921  $    498,738  $ (228,817)
----------------------------------------- ------------ ------------- -----------
----------------------------------------- ------------ ------------- -----------
Net (loss) gain on sales of equipment     $ (265,443)  $     10,033  $ (275,476)
----------------------------------------- ------------ ------------- -----------
----------------------------------------- ------------ ------------- -----------
Income from investments in joint ventures $   118,882  $    107,035  $   11,847
----------------------------------------- ------------ ------------- -----------
----------------------------------------- ------------ ------------- -----------
Gain from investment in unguaranteed
residual values                           $     1,194  $      -      $    1,194
----------------------------------------- ------------ ------------- -----------
----------------------------------------- ------------ ------------- -----------
Interest income and other                 $    19,102  $      3,628  $   15,474
----------------------------------------- ------------ ------------- -----------

     Revenue for the 2004 Quarter decreased $1,435,192, or 23.6%, as compared to
the 2003 Quarter. The decrease in rental income resulted primarily from the sale
of  equipment  in one of our  joint  ventures,  ICON  Aircraft  24846  and  ICON
Cheyenne. The decrease in finance income resulted primarily from the termination
of  equipment  on lease to CSK Auto during  2003.  Net loss on sale of equipment
increased  primarily  due to the sale of equipment on lease to EMC  Corporation,
Warner Lambert and Lucent  Technologies  which were included in one of our joint
ventures, ICON Cheyenne, LLC.

<PAGE>

     Expenses for the quarterly  periods  ended  September 30, 2004 and 2003 are
summarized as follows:

--------------------------------------------------------------------------------
                                      For Quarter Ended, September 30, 2004
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                          2004 Quarter  2003 Quarter   Change
----------------------------------------- ------------- ------------ -----------
----------------------------------------- ------------- ------------ -----------
Total Expense                              $5,196,575  $  8,405,062 $(3,208,487)
----------------------------------------- ------------ ------------ ------------
----------------------------------------- ------------ ------------ ------------
Depreciation                               $3,159,140  $ 4,697,297  $(1,538,157)
----------------------------------------- ------------ ------------ ------------
----------------------------------------- ------------ ------------ ------------
Interest                                   $1,264,151  $ 1,881,472  $  (617,321)
----------------------------------------- ------------ ------------ ------------
----------------------------------------- ------------ ------------ ------------
Management fees - General Partner          $  421,985  $   503,790  $   (81,805)
----------------------------------------- ------------ ------------ ------------
----------------------------------------- ------------ ------------ ------------
Administrative expense reimbursements -
General Partner                            $  195,259  $   229,672  $   (34,413)
----------------------------------------- ------------ ------------ ------------
----------------------------------------- ------------ ------------ ------------
Aircraft maintenance                       $     -     $   745,872  $  (745,872)
----------------------------------------- ------------ ------------ ------------
----------------------------------------- ------------ ------------ ------------
General & administrative                   $  152,805  $   377,974  $  (225,169)
----------------------------------------- ------------ ------------ ------------
----------------------------------------- ------------ ------------ ------------
Amortization of initial direct costs       $  21,766  $    56,989   $   (35,223)
----------------------------------------- ------------ ------------ ------------
----------------------------------------- ------------ ------------ ------------
Minority interest                          $ (18,531)  $  (88,004)   $    69,473
----------------------------------------- ------------ ------------ ------------

     Expenses for the 2004 Quarter decreased $3,208,487, or 38.2%, from the 2003
Quarter.  Depreciation expense decreased due to the sale of equipment in several
joint ventures, ICON Cheyenne and ICON Aircraft 24846, during 2003. The decrease
in interest  expense was due to the repayment of a note payable  associated with
equipment  sold during 2003 in ICON Aircraft  24846.  The decrease in management
fees - General Partner,  administrative expense reimbursements - General Partner
and general  and  administrative  expenses  were the result of a decrease in the
average  size of the  lease  portfolios  due  primarily  to lease  terminations.
Aircraft maintenance  decreased because the marketing activities and maintenance
expense  associated  with ICON Aircraft  24846 taken in the 2003 Quarter was not
present in the 2004 Quarter due to the sale of the equipment.

<PAGE>

Net Loss

     As a  result  of the  factors  discussed  above,  the net loss for the 2004
Quarter and the 2003 Quarter was $555,035 and $2,328,330,  respectively. The net
loss per weighted  average  limited  partnership  unit  outstanding was $.74 and
$3.09 for the 2004 Quarter and the 2003 Quarter, respectively.

c.   Results of Operations for the Nine Months Ended September 30, 2004 and 2003

     Revenues for the nine month  periods  ended  September  30, 2004 (the "2004
Period") and 2003 (the "2003 Period") are summarized as follows:

--------------------------------------------------------------------------------
                                         For Period Ended, September 30, 2004
--------------------------------------------------------------------------------
----------------------------------------- ------------ -----------  -----------
                                          2004 Period  2003 Period     Change
----------------------------------------- ------------ -----------  ------------
----------------------------------------- ------------ -----------  ------------
Total Revenues                            $14,962,341  $18,581,963  $(3,619,622)
----------------------------------------- ------------ ------------ ------------
----------------------------------------- ------------ ------------ ------------
Rental income                             $14,471,720  $16,703,527  $(2,231,807)
----------------------------------------- ------------ ------------ ------------
----------------------------------------- ------------ ------------ ------------
Finance income                            $   906,679  $ 1,590,795  $  (684,116)
----------------------------------------- ------------ ------------ ------------
----------------------------------------- ------------ ------------ ------------
Net (loss) gain on sales of equipment     $  (938,671) $    21,828  $  (960,499)
----------------------------------------- ------------ ------------ ------------
----------------------------------------- ------------ ------------ ------------
Income from investments in joint ventures $   386,500  $   246,356  $   140,144
----------------------------------------- ------------ ------------ ------------
----------------------------------------- ------------ ------------ ------------
Gain from investment in unguaranteed
residual values                           $    99,426  $     -      $    99,426
----------------------------------------- ------------ ------------ ------------
----------------------------------------- ------------ ------------ ------------
Interest income and other                 $    36,687  $    19,457  $    17,230
----------------------------------------- ------------ ------------ ------------

     Revenue for the 2004 Period decreased $3,619,622,  or 19.5%, as compared to
the 2003 Period.  The decrease in rental income resulted primarily from the sale
of  equipment in several of our joint  ventures,  ICON  Aircraft  24846 and ICON
Cheyenne. The decrease in finance income resulted primarily from the termination
of  equipment  on lease to CSK Auto in 2003.  Our net loss on sale of  equipment
increased  due to the sale of  equipment on lease to Alliant  Food,  The Perrier
Group,  National Steel, EMC Corporation,  Warner Lambert and Lucent Technologies
which were included in one of our joint ventures ICON Cheyenne.  Our increase in
income from joint ventures is primarily due to our increase in net income in the
ICON 126 and ICON SPK.

<PAGE>

     Expenses for the nine month  periods  ended  September  30, 2004 (the "2004
Period") and 2003 (the "2003 Period") are summarized as follows:

--------------------------------------------------------------------------------
                                   For Period Ended, September 30, 2004
--------------------------------------------------------------------------------
--------------------------------------- ------------ ------------- -------------
                                        2004 Period   2003 Period    Change
--------------------------------------- ------------ ------------- ------------
--------------------------------------- ------------ ------------- ------------
Total Expense                           $19,365,843   $23,131,220  $(3,765,377)
--------------------------------------- ------------ ------------- ------------
--------------------------------------- ------------ ------------- ------------
Depreciation                            $11,103,749   $13,313,166  $(2,209,417)
--------------------------------------- ------------ ------------- ------------
--------------------------------------- ------------ ------------- ------------
Interest                                $ 4,486,392   $ 5,633,365  $(1,146,973)
--------------------------------------- ------------ ------------- ------------
--------------------------------------- ------------ ------------- ------------
Management fees - General Partner       $ 1,245,749   $ 1,698,373  $  (452,624)
--------------------------------------- ------------ ------------- ------------
--------------------------------------- ------------ ------------- ------------
Administrative expense reimbursements - $   636,681   $   785,107  $  (148,426)
General Partner
--------------------------------------- ------------ ------------- ------------
--------------------------------------- ------------ ------------- ------------
Aircraft maintenance                    $   171,180   $   745,872  $  (574,692)
--------------------------------------- ------------ ------------- ------------
--------------------------------------- ------------ ------------- ------------
General & administrative                $   761,839   $   885,559  $  (123,720)
--------------------------------------- ------------ ------------- ------------
--------------------------------------- ------------ ------------- ------------
Amortization of initial direct costs    $    99,560   $   181,354  $   (81,794)
--------------------------------------- ------------ ------------- ------------
--------------------------------------- ------------ ------------- ------------
Provision for bad debts                 $   411,742   $       -    $   411,742
--------------------------------------- ------------ ------------- ------------
--------------------------------------- ------------ ------------- ------------
Provision for impairment loss           $   601,788   $       -    $   601,788
--------------------------------------- ------------ ------------- ------------
--------------------------------------- ------------ ------------- ------------
Minority interest                       $ (152,837)   $  (111,576) $   (41,261)
--------------------------------------- ------------ ------------- ------------

     Expenses for the 2004 Period decreased  $3,765,377,  or 16.3% from the 2003
Period.  Depreciation  expense decreased due to the sale of equipment in several
joint ventures, ICON Cheyenne and ICON Aircraft 24846, during 2003. The decrease
in interest  expense was due to the repayment of a note payable  associated with
equipment  sold during 2003 in ICON Aircraft  24846.  The decrease in management
fees - General Partner,  administrative expense reimbursements - General Partner
and general  and  administrative  expenses  were the result of a decrease in the
average  size of the  lease  portfolios  due  primarily  to lease  terminations.
Aircraft maintenance  decreased because the marketing activities and maintenance
expense  associated with ICON Aircraft 24846 taken in the 2003 Period was not as
extensive  as in the 2004  Period due to the sale of the  equipment.  During the
2004  Period,  we recorded a provision  for bad debt  relating to the  equipment
leased to K-Mart.  Additionally,  we recorded an impairment loss during the 2004
Period relating to an aircraft in ICON Aircraft 24846.

<PAGE>

Net Loss

     As a result of the foregoing factors,  net loss for the 2004 Period and the
2003  Period was  $4,403,502  and  $4,549,257,  respectively.  The net loss per
weighted  average limited  partnership  unit outstanding was $5.86 and $6.03 for
the 2004 Period and the 2003 Period, respectively.

d.   Liquidity and Capital Resources

Cash Requirements

     We believe  there are  sufficient  funds  necessary to maintain our current
operations  and to continue to invest in business  essential  assets  subject to
lease.

Sources of Cash

     Operations

     During the nine months ended  September 30, 2004, our overall cash position
decreased  by  $804,444.  The  principal  reasons  for this  decrease  were cash
distributions to partners totaling $4,513,224 and cash used in operations in the
amount of $1,978,267.  We also received cash proceeds  associated with equipment
sold and  advances  received and for the sale of  equipment  of  $3,702,243  and
distributions  received  from joint  ventures of  $868,336.  As a result of this
activity,  our  liquidity  has  decreased  during  the 2004  Period.  As cash is
realized  from  operations  we will  continue to invest in equipment  leases and
financings  where we deem it to be prudent while  retaining  sufficient  cash to
meet our reserve requirements and recurring obligations.

     Sale of Boeing 767-300ER Aircraft

     The aircraft was sold on July 29, 2004.  ICON Aircraft 24846 LLC realized a
loss on the sale of approximately  $601,800 and recorded an impairment charge on
this asset in the second quarter.  The General Partner determined that it was in
the best  interests  of the joint  venture,  which had been  holding  the Boeing
767-300ER  aircraft,  to sell the aircraft to BTM Capital Corp., the lender, for
an amount  equal to the  outstanding  debt  balance.  The  decision  to sell the
aircraft was based, in part, on the following factors:

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

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

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

Financings and Recourse Borrowings

     Certain affiliates of ours, specifically;  ICON Income Fund Nine, LLC; ICON
Income Fund Eight A L.P. and ICON Cash Flow Partners L.P.  Seven  (collectively,
the "Initial Funds"),  are parties to a Loan and Security  Agreement dated as of
May 30,  2002,  as amended (the "Loan  Agreement").  Under the terms of the Loan
Agreement,  the  Initial  Funds may  borrow  money from  Comerica  Bank with all
borrowings to be jointly and severally  collateralized  by (i) cash and (ii) the
present values of certain rents  receivable  and equipment  owned by the Initial
Funds.  Such Loan Agreement,  effective  August 5, 2004, was amended to add ICON
Income Fund Ten, LLC as a borrower to the Loan Agreement.  The expiration of the
Loan Agreement is December 31, 2004.

     In connection with the Loan Agreement, the Initial Funds previously entered
into a  Contribution  Agreement  dated  as of May  30,  2002,  as  amended  (the
"Contribution  Agreement").  Pursuant to the Contribution Agreement, the Initial
Funds  agreed to  restrictions  on the amount and the terms of their  respective
borrowings  under the Loan Agreement in order to minimize the unlikely risk that
a Fund  would  not be able to repay its  allocable  portion  of the  outstanding
revolving  loan  obligation  at any  time,  including  restrictions  on any Fund
borrowing  in excess of the lesser of (A) an amount  each Fund could  reasonably
expect  to repay in one year out of its  projected  free cash  flow,  or (B) the
greater of (i) the Borrowing  Base (as defined in the line of credit  agreement)
as  applied  to such  Fund,  and (ii) 50% of the net  worth  of such  Fund.  The
Contribution  Agreement  provides that, in the event a Fund pays an amount under
the  agreement  in excess of its  allocable  share of the  obligation  under the
agreement whether by reason of an Event of Default or otherwise, the other Funds
will promptly make a  contribution  payment to such Fund in such amount that the
aggregate amount paid by each Fund reflects its allocable share of the aggregate
obligations  under the agreement.  The Initial Funds'  obligations to each other
under the Contribution Agreement are collateralized by a subordinate lien on the
assets of each participating  Fund. In order to facilitate ICON Income Fund Ten,
LLC's addition to the  Contribution  Agreement,  the Funds entered into a Second
Amended and Restated Contribution  Agreement effective as of August 5, 2004. The
Second  Amended  and  Restated  Contribution   Agreement  contain  substantially
identical terms and limitations as did the original Contribution Agreement.

<PAGE>

     At September 30, 2004, we paid to Comerica Bank on behalf of ICON Cash Flow
Partners  L.P.  Seven  $1,020,000,  under  the  provisions  of the  Contribution
Agreement.  We are  accruing  interest  income at 8.0% per  annum on all  unpaid
advances.  ICON Cash Flow Partners L.P. Seven anticipates  repayment either from
rental income,  proceeds from equipment sales or the sale of their joint venture
interests or a combination of the three.

     Aggregate  borrowings  by all  funds  under  the line of  credit  agreement
amounted to $9,417,992 at September  30, 2004. We currently  have  $3,195,000 of
borrowings under this line.

     Distributions

     We made cash distributions to partners of $4,513,224 during the nine months
ended September 30, 2004. Such  distributions have been reflected as a return of
capital, as we recorded a loss for the Period.

Uncertainties

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

Risk Factors

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

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

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

e.   Inflation and Interest Rates

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

<PAGE>

Item 3.  Qualitative and Quantitative Disclosures About Market Risk

     We are exposed to certain market risks, including changes in interest rates
and the demand for equipment (and the related residuals) owned by us.

     We attempt to manage our interest  rate risk by obtaining  fixed rate debt.
The fixed rate debt service  obligation  streams are generally  matched by fixed
rate lease receivable streams generated by our lease investments.

     We borrow  funds  under a floating  rate line of credit  and are  therefore
exposed to interest  rate risk until the floating rate line of credit is repaid.
We had  $3,195,000  outstanding  under  the  floating  rate  line of  credit  at
September 30, 2004.

     We  attempt  to manage our  exposure  to  equipment  and  residual  risk by
monitoring  the market and maximizing  re-marketing  proceeds  received  through
re-lease or sale of equipment.


Item 4.    Controls and Procedures

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

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

PART II - OTHER INFORMATION


Item 1 - Legal Proceedings

     From time-to-time,  in the ordinary course of business,  we are involved in
legal  actions  when  necessary  to protect or enforce our rights.  We are not a
defendant  party to any pending  litigation  and are not aware of any pending or
threatened litigation against us, except as stated below.

Item 3 - Defaults Upon Senior Securities

     We  established  a provision  for doubtful  accounts of $411,742 for Kmart,
Inc.,  based upon Kmart's  failure to make  monthly  payments on one of the five
leases we have with the lessee.  In current  proceedings in the U.S.  Bankruptcy
Court,  K-mart is  attempting to reject the lease.  At September  30, 2004,  the
non-recourse  debt  associated with the equipment was $3,398,406 and the related
gross  receivable was $3,810,148.  We are monitoring these  proceedings,  as the
lender of the non-recourse debt is contesting the rejection of the lease.

Item 6 - Exhibits and Reports on Form 8-K

(a)  Exhibits

32.1 Certification of Chairman and Chief Executive Officer

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

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

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

(b) Report on Form 8-K - None

<PAGE>
                                   SIGNATURES



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

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



    November 22, 2004        /s/ Thomas W. Martin
--------------------------   ---------------------------------
    Date                     Thomas W. Martin
                             Executive Vice President
                             (Principal financial and accounting officer of the
                             General Partner of the Registrant)

<PAGE>

Exhibit 32.1

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

                              Certifications - 10-Q

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

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

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

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

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

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

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

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

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

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

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

Dated:  November 22, 2004

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

<PAGE>

Exhibit 32.2

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

                              Certifications - 10-Q

I, Thomas W. Martin, certify that:

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

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

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

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

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

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

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

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

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

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

Dated:  November 22, 2004

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

<PAGE>

EXHIBIT 33.1

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

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

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

Dated:  November 22, 2004



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


EXHIBIT 33.2

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

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

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

Dated:  November 22, 2004



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