UNITED STATES


**SECURITIES
      AND EXCHANGE COMMISSION**




**WASHINGTON,
      D.C. 20549**




**FORM
      10-Q/A**




**(Amendment
      No.  1)**


(Mark
      one)




þ
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934For
                the Quarterly Period ended **March 31,
                2005**ORo
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                EXCHANGE ACT OF 1934For
                the transition period
                from
                __________ to ____________





Commission
      file number:  **333-37504**





**ICON
      Income Fund Eight B L.P.**


(Exact
      name of registrant as specified in its charter)




**Delaware**
            
            **13-4101114**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)**100
                Fifth Avenue, 4th
                Floor**
              **New
                York, New York**
            
            **10011-1505**(Address
                of principal executive offices)
            
            (Zip
                Code)





**(212)
      418-4700**


(Registrant’s
      telephone number, including area code)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes
þ    No
      




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.


Large
      accelerated filer
                                                           Accelerated
      filer                                                        Non-accelerated
      filer  þ




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
          No þ




Number
      of
      outstanding limited partnership units of the Registrant on November 30, 2007
      is
      740,529.







**DOCUMENTS
      INCORPORATED BY REFERENCE**


None.














**Explanatory
      Note**





ICON
      Income Fund Eight B L.P. is filing this Amendment No. 1 (the “Amendment”) to its
      Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, filed with
      the Securities and Exchange Commission on July 1, 2005 (the “Original Filing”)
      solely for the purpose of revising its disclosure under Part I - Item 4. –
Controls and Procedures, the complete text of which is contained herein. Except
      as discussed in this Explanatory Note, no other changes have been made to the
      Original Filing.













**PART
      I**





**Item
      4. Controls and Procedures**





*Evaluation
      of disclosure controls and procedures*





In
      connection with the preparation of this Quarterly Report on Form 10-Q for the
      period ended March 31, 2005, as well as the financial statements and Quarterly
      Reports on Form 10-Q for the period ended March 31, 2005 for our General Partner
      and our affiliates, our General Partner carried out an evaluation, under the
      supervision and with the participation of the management of our General Partner,
      including its Chief Executive Officer and the Principal Financial and Accounting
      Officer, of the effectiveness of the design and operation of our General
      Partner’s disclosure controls and procedures as of the end of the period covered
      by this report pursuant to the Securities Exchange Act of 1934. Based on the
      foregoing evaluation, the Chief Executive Officer and the Principal Financial
      and Accounting Officer concluded that, for the reason described below, our
      General Partner’s disclosure controls and procedures were not effective as of
      March 31, 2005 to ensure that the reports that we filed or submit under the
      Securities Exchange Act of 1934 were recorded, processed, summarized and
      reported within the time periods specified in the SEC’s rules and
      forms.





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





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





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










**PART
      II**





**Item
      6. Exhibits**





31.1
            Rule
                13a-14(a)/15d-14(a) certifications.31.2
            Rule
                13a-14(a)/15d-14(a) certifications.32.1
            Certification
                pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.32.2
            Certification
                pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.














**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Partnership has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.





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








*Date:
      December11, 2007*





*/s/
      Thomas W. Martin*


Thomas
      W.
      Martin


Chairman,
      Chief Executive Officer and President of the General Partner


(Principal
      Executive Officer)


ICON
      Capital Corp.


General
      Partner of ICON Income Fund Eight B L.P.





*Date:
      December 11, 2007*





*/s/Michael A. Reisner*


Michael
      A. Reisner


Director,
      Executive Vice President and Chief Financial Officer of the General
      Partner


(Principal
      Financial and Accounting Officer)


ICON
      Capital Corp.


General
      Partner of ICON Income Fund Eight B L.P.