**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





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





quarterly
                period ended
            **March
                31, 2007**





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





**100
                Fifth Avenue, 4****th****Floor, New York, New York**
            **10011-1505**(Address
                of principal executive offices)
            (Zip
                code)





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





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





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated filer. See definition of ‘‘accelerated
      filer and large accelerated filer’’ in Rule 12b-2 of the Exchange
      Act.   Large accelerated filer [ ]  Accelerated
      filer [ ]  Non-accelerated filer [x]





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





Number
      of
      outstanding limited partnership units of the registrant on April 30, 2007 is
      741,530.
















ICON
                Income Fund Eight B L.P.
              IndexPART
                I - FINANCIAL INFORMATION
            PageItem
                1. Condensed Consolidated Financial
                StatementsCondensed
                Consolidated Balance Sheets at March 31, 2007
                (Unaudited) andDecember
                31, 2006
            1Condensed
                Consolidated Statements of Operations for the
                Three Months EndedMarch
                31, 2007 and 2006 (Unaudited)
            2Condensed
                Statement of Changes in Partners’ Equity for the
                Year EndedDecember
                31, 2006 and the Three Months Ended March 31, 2007
                (Unaudited)
            3Condensed
                Consolidated Statements of Cash Flows for the
                Three Months EndedMarch
                31, 2007 and 2006 (Unaudited)
            4Notes
                to Condensed Consolidated Financial Statements
                (Unaudited)
            6Item
                2. General Partner’s Discussion and Analysis of
                Financial Condition andResults
                of Operations
            13Item
                3. Quantitative and Qualitative Disclosures About
                Market Risk
            19Item
                4. Controls and Procedures
            20PART
                II - OTHER INFORMATIONItem
                1. Legal Proceedings
            
            21Item
                1A. Risk Factors
            
            21Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            21Item
                3. Defaults Upon Senior
                Securities
            21Item
                4. Submission of Matters to a Vote of Security
                Holders
            21Item
                5. Other Information
            
            21Item
                6. Exhibits
            
            21Signatures
            
            22







*Table
          of Contents*





**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Condensed Consolidated Financial
      Statements**





ICON
                Income Fund Eight B L.P.(A
                Delaware Limited Partnership)Condensed
                Consolidated Balance SheetsASSETS(Unaudited)March
                31,
            
            December
                31,2007
            
            2006Cash
                and cash equivalents
            
            $
            1,371,609
            
            $
            888,290Investments
                in finance leases:Minimum
                rents receivable
            
            
            -
            
            
            67,973Unearned
                income
            
            
            -
            
            
            (306
            )Net
                investments in finance leases
            
            
            -
            
            
            67,667Investments
                in operating leases:Equipment,
                at cost
            
            
            95,366,040
            
            
            111,987,930Accumulated
                depreciation
            
            
            (26,613,230
            )
            
            (43,018,821
            )Net
                investments in operating leases
            
            
            68,752,810
            
            
            68,969,109Investments
                in joint ventures
            
            
            3,602,102
            
            
            4,315,573Equipment
                held for sale
            
            
            -
            
            
            140,400Other
                assets, net
            
            
            1,440,634
            
            
            4,396,322Total
                assets
            
            $
            75,167,155
            
            $
            78,777,361LIABILITIES
                AND PARTNERS' EQUITYLiabilities:Notes
                payable - non-recourse
            
            $
            48,818,247
            
            $
            52,572,875Revolving
                line of credit
            
            
            6,635,000
            
            
            3,125,000Deferred
                rental income
            
            
            203,759
            
            
            138,021Accounts
                payable and other liabilities
            
            
            852,071
            
            
            2,166,028Minority
                interest
            
            
            -
            
            
            498,287Total
                liabilities
            
            
            56,509,077
            
            
            58,500,211Commitments
                and contingenciesPartners'
                equity:General
                Partner
            
            
            (462,765
            )
            
            (446,575
            )Limited
                Partners (741,530 units outstanding,$100
                per unit original issue price)
            
            
            19,120,843
            
            
            20,723,725Total
                partners' equity
            
            
            18,658,078
            
            
            20,277,150Total
                liabilities and partners' equity
            
            $
            75,167,155
            
            $
            78,777,361








1
 *Table
          of Contents*






ICON
                Income Fund Eight B L.P.(A
                Delaware Limited Partnership)Condensed
                Consolidated Statements of OperationsThree
                Months Ended March 31,(Unaudited)2007
            
            2006Revenue:Rental
                income
            
            
            
            
            $
            3,519,785
            
            $
            4,144,363Finance
                income
            
            
            
            
            
            -
            
            
            64,578Net
                loss on sale of equipment
            
            
            
            
            
            (939,072
            )
            
            (20,679
            )Loss
                from investments in joint ventures
            
            
            
            
            
            (79,607
            )
            
            (203,859
            )Interest
                and other income
            
            
            
            
            
            14,992
            
            
            68,316Total
                revenue
            
            
            
            
            
            2,516,098
            
            
            4,052,719Expenses:Depreciation
                and amortization
            
            
            
            
            
            1,586,834
            
            
            2,460,715Interest
            
            
            
            
            
            795,972
            
            
            853,747Management
                fees - General Partner
            
            
            
            
            
            -
            
            
            355,297Administrative
                expense reimbursements - General Partner
            
            
            
            
            
            -
            
            
            134,879General
                and administrative
            
            
            
            
            
            231,142
            
            
            192,628Maintenance
                expense
            
            
            
            
            
            -
            
            
            875,000Minority
                interest
            
            
            
            
            
            23,181
            
            
            25,384Total
                expenses
            
            
            
            
            
            2,637,129
            
            
            4,897,650Net
                loss
            
            
            
            
            $
            (121,031
            )
            $
            (844,931
            )Net
                loss allocable to:Limited
                Partners
            
            
            
            
            $
            (119,821
            )
            $
            (836,482
            )General
                Partner
            
            
            
            
            
            (1,210
            )
            
            (8,449
            )$
            (121,031
            )
            $
            (844,931
            )Weighted
                average number of limitedpartnership
                units outstanding
            
            
            
            
            
            741,530
            
            
            742,142Net
                loss per weighted averagelimited
                partnership unit outstanding
            
            
            
            
            $
            (0.16
            )
            $
            (1.13
            )








2
 *Table
          of Contents*








ICON
                Income Fund Eight B L.P.(A
                Delaware Limited Partnership)Condensed
                Consolidated Statement of Changes in Partners' EquityFor
                the Year Ended December 31, 2006 and for the Three Months Ended March
                31,
                2007 (Unaudited)LimitedPartnership
            
            
            
            
            
            TotalUnits
            
            Limited
            
            General
            
            Partners'Outstanding
            
            Partners'
            
            Partner
            
            EquityBalance,
                January 1, 2006
            
            
            742,830
            
            $
            27,317,628
            
            $
            (380,487
            )
            $
            26,937,141Limited
                partnership units redeemed
            
            
            (1,300
            )
            
            (51,135
            )
            
            -
            
            
            (51,135
            )Cash
                distributions to partners
            
            
            -
            
            
            (5,934,486
            )
            
            (59,944
            )
            
            (5,994,430
            )Net
                loss
            
            
            -
            
            
            (608,282
            )
            
            (6,144
            )
            
            (614,426
            )Balance,
                December 31, 2006
            
            
            741,530
            
            
            20,723,725
            
            
            (446,575
            )
            
            20,277,150Cash
                distributions to partners
            
            
            -
            
            
            (1,483,061
            )
            
            (14,980
            )
            
            (1,498,041
            )Net
                loss
            
            
            -
            
            
            (119,821
            )
            
            (1,210
            )
            
            (121,031
            )Balance,
                March 31, 2007
            
            
            741,530
            
            $
            19,120,843
            
            $
            (462,765
            )
            $
            18,658,078









3
 *Table
          of Contents*








ICON
                Income Fund Eight B L.P.(A
                Delaware Limited Partnership)Condensed
                Consolidated Statements of Cash FlowsThree
                Months Ended March 31,(Unaudited)2007
            
            2006Cash
                flows from operating activities:Net
                loss
            
            
            
            
            $
            (121,031
            )
            $
            (844,931
            )Adjustments
                to reconcile net loss to net cashprovided
                by operating activities:Rental
                income paid directly to lenders by lessees
            
            
            
            
            
            (3,258,483
            )
            
            (3,649,133
            )Finance
                income paid directly to lenders by lessees
            
            
            
            
            
            -
            
            
            (64,578
            )Net
                loss on sales of equipment
            
            
            
            
            
            939,072
            
            
            20,679Loss
                from investments in joint ventures
            
            
            
            
            
            79,607
            
            
            203,859Depreciation
                and amortization
            
            
            
            
            
            1,586,834
            
            
            2,460,715Interest
                expense on non-recourse financing paid directly tolenders
                by lessees
            
            
            
            
            
            795,972
            
            
            668,870Minority
                interest
            
            
            
            
            
            23,181
            
            
            25,384Changes
                in operating assets and liabilities:Collection
                of principal - non-financed receivables
            
            
            
            
            
            67,973
            
            
            230,704Due
                to/from General Partner and affiliates
            
            
            
            
            
            -
            
            
            82,428Other
                assets
            
            
            
            
            
            257,429
            
            
            76,266Deferred
                rental income
            
            
            
            
            
            65,738
            
            
            (69,529
            )Accounts
                payable and other liabilities
            
            
            
            
            
            (16,344
            )
            
            1,078,567Net
                cash provided by operating activities:
            
            419,948
            
            
            219,301Cash
                flows from investing activities:Proceeds
                from sales of equipment and residual values
            
            
            
            
            
            5,729,100
            
            
            253,209Purchase
                of equipment
            
            
            
            
            
            (7,754,746
            )
            
            -Distributions
                to minority interest in joint venture
            
            
            
            
            
            (557,332
            )
            
            (80,383
            )Distributions
                received from joint ventures
            
            
            
            
            
            634,390
            
            
            -Net
                cash (used in) provided by investing activities:
            
            (1,948,588
            )
            
            172,826Cash
                flows from financing activities:Cash
                distributions to partners
            
            
            
            
            
            (1,498,041
            )
            
            (1,500,669
            )Proceeds
                from revolving line of credit
            
            
            
            
            
            3,510,000
            
            
            1,145,000Redemption
                of limited partnership units
            
            
            
            
            
            -
            
            
            (44,905
            )Net
                cash provided by (used in) financing activities:
            
            2,011,959
            
            
            (400,574
            )Net
                increase (decrease) in cash and cash equivalents
            
            483,319
            
            
            (8,447
            )Cash
                and cash equivalents, beginning of the period
            
            888,290
            
            
            848,665Cash
                and cash equivalents, end of the period
            $
            1,371,609
            
            $
            840,218








4
 *Table
          of Contents*








ICON
                Income Fund Eight B L.P.(A
                Delaware Limited Partnership)Condensed
                Consolidated Statements of Cash FlowsThree
                Months Ended March 31,(Unaudited)2007
            
            2006Supplemental
                disclosure of cash flow information:Cash
                paid during the year for interest
            
            $
            63,894
            
            $
            1,691Supplemental
                disclosure of non-cash investing and financing activities:Principal
                and interest paid directly to lenders by lessees
            
            $
            4,550,600
            
            $
            5,713,761Escrow
                utilized to pay non-recourse debt
            
            $
            -
            
            $
            281,868Payment
                of maintenance overhaul costs
            
            $
            1,546,000
            
            $
            -






5
 *Table
            of Contents*
  ICON
        Income Fund Eight B L.P.
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 March
        31,
        2007
 (Unaudited)







(1)  Basis
      of
      Presentation and Consolidation





The
      accompanying condensed consolidated financial statements of ICON Income Fund
      Eight B L.P. (the “Partnership”) have been prepared in accordance with
      accounting principles generally accepted in the United States of America
      (“GAAP”) for interim financial information and pursuant to the
      rules
      and regulations of the Securities and Exchange Commission for Form 10-Q.
      Accordingly, they do not include all of the information and footnotes required
      by GAAP for complete financial statements. In the opinion of the General
      Partner, all adjustments (consisting only of normal recurring accruals)
      considered necessary for a fair presentation have been included. These condensed
      consolidated financial statements should be read in conjunction with the
      consolidated financial statements and notes included in the Partnership’s 2006
      Annual Report on Form 10-K. The results for the interim period are not
      necessarily indicative of the results for the full year.





The
      condensed consolidated financial statements include the accounts of the
      Partnership and its majority owned subsidiaries. All inter-company accounts
      and
      transactions have been eliminated in consolidation.





The
      Partnership accounts for its non-controlling interests in joint ventures where
      the Partnership has influence on financial and operational matters, generally
      greater than 5% and less than 50% ownership interest, under the equity method
      of
      accounting. In such cases, the Partnership’s original investments are recorded
      at cost and adjusted for its share of earnings, losses and distributions. The
      Partnership accounts for investments in joint ventures where the Partnership
      has
      virtually no influence over financial and operational matters using the cost
      method of accounting. In such cases, the Partnership’s original investments are
      recorded at cost and any distributions received are recorded as revenue. All
      of
      the Partnership’s investments in joint ventures are subject to its impairment
      review policies.





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








(2)  Organization





The
      Partnership was formed on February 7, 2000 as a Delaware limited partnership.
      The Partnership is primarily engaged in one business segment, the business
      of
      acquiring equipment subject to lease and, to a lesser degree, acquiring
      ownership rights to items of leased equipment at lease expiration. The
      Partnership will continue until December 31, 2017, unless terminated
      sooner.





The
      Partnership’s principal investment objective is to obtain the maximum economic
      return from its investments for the benefit of its partners. To achieve this
      objective the Partnership: (i) has acquired a diversified portfolio of equipment
      leases and financing transactions, (ii) makes monthly cash distributions to
      its
      partners commencing with each partner's admission through the reinvestment
      period, which the General Partner has extended until June 2007, but may be
      extended for an additional 28 months, (iii) re-invested substantially all
      undistributed cash from operations and cash from sales of equipment and
      financing transactions during the reinvestment period, and (iv) after the
      reinvestment period, which is known as the liquidation period, will dispose
      of
      its investments and distribute the excess cash from sales of such investments
      to
      its partners.





6
 *Table
          of Contents*




ICON
        Income Fund Eight B L.P.
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 March
        31,
        2007
 (Unaudited)   (2) Organization
          - continued




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, including, but not limited to,
      equipment leases and financing transactions that the Partnership enters into
      under the terms of the Partnership’s limited partnership agreement (the “LP
      Agreement”). Additionally, the General Partner has a 1% interest in the profits,
      losses, cash distributions and disposition proceeds of the
      Partnership.





The
      Partnership's maximum offering was $75,000,000. The Partnership commenced
      business operations on its initial closing date, June 14, 2000, with the
      admission of 15,816 limited partnership units representing $1,581,551 of capital
      contributions. Between June 15, 2000 and October 17, 2001, the final closing
      date, 734,184 additional limited partnership units were sold representing
      $73,418,449 of capital contributions bringing the total admission to 750,000
      limited partnership units sold totaling $75,000,000 of capital contributions.
      From 2001 through 2006, the Partnership redeemed 8,470 limited partnership
      units
      leaving 741,530 limited partnership units outstanding at March 31,
      2007.





The
      Partnership invested most of the net proceeds from its offering in items of
      equipment that are subject to a lease. After the net offering proceeds were
      invested, additional investments were made with the cash generated from the
      Partnership’s initial investments to the extent that cash is not needed for
      expenses, reserves and distributions to partners. The investment in additional
      equipment in this manner is called "reinvestment." The Partnership currently
      anticipates purchasing equipment from time to time until approximately June
      2007, unless that date is extended for up to an additional 28 months, in the
      General Partner’s sole discretion. After the reinvestment period, the
      Partnership will then sell its assets in the ordinary course of business during
      a time frame called the "liquidation period."





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





Certain
      reclassifications have been made to the accompanying condensed consolidated
      financial statements as of December 31, 2006 to conform to the current period
      presentation.








(3)  Use
      of
      Estimates





The
      preparation of financial statements in conformity with GAAP requires the General
      Partner to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and the disclosure of contingent assets and liabilities
      at the date of the condensed consolidated financial statements and the reported
      amounts of revenues and expenses during the reporting period. Significant
      estimates primarily include the allowance for doubtful accounts, depreciation
      and amortization, residual values and impairments. Actual results could differ
      from those estimates.








7
 *Table
          of Contents*




ICON
        Income Fund Eight B L.P.
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 March
        31,
        2007
 (Unaudited)





(4)  Investments
      in Finance Leases





The
      Partnership had an investment in finance leases consisting of 120 Noritsu
      Optical/Digital photo processing mini-labs subject to lease with K-Mart
      Corporation (“K-Mart”) remaining at December 31, 2006. The leases were scheduled
      to expire on various dates through April 2008. On February 9, 2007, the
      Partnership sold all of the remaining equipment previously on lease to K-Mart
      for approximately $254,000 and recognized a gain on the sale of the equipment
      of
      approximately $111,000.





During
      March 2007, the Partnership purchased state-of-the-art telecommunications
      equipment from various vendors totaling approximately $7,858,000 (of which
      $130,000 is accrued for legal fees), which is set to be leased to Global
      Crossing Telecommunications, Inc. (“Global Crossing”) commencing on April 1,
      2007. The lease expires on March 31, 2011. The lessee will pay monthly rent
      of
      approximately $209,000, payable in advance on the first business day of each
      month. An initial direct cost in legal fees of approximately $103,000 was
      accrued at March 31, 2007.





As
      of
      March 31, 2007, the lease was classified as an operating lease because the
      lease
      term does not begin until April 1, 2007. Therefore, the interim rental period
      was treated as an operating lease and was recorded as such.








(5)  Investments
      in Operating Leases





Investments
      in operating leases consist of the following at March 31, 2007 and December
      31,
      2006:


(Unaudited)2007
            
            2006Aircraft
                and aircraft related equipment
            
            $
            83,455,910
            
            $
            107,935,824Material
                handling, telecommunication, over the road rollingstock,
                manufacturing and computer equipment
            
            
            11,910,130
            
            
            4,052,10695,366,040
            
            
            111,987,930Accumulated
                depreciation
            
            
            (26,613,230
            )
            
            (43,018,821
            )$
            68,752,810
            
            $
            68,969,109





ICON
      Aircraft 47820 LLC (“Aircraft 47820”) was a joint venture between the
      Partnership and ICON Fund Nine, LLC (“Fund Nine”), an entity also managed by the
      General Partner, for the purpose of acquiring an investment in a McDonnell
      Douglas DC-10-30F aircraft and two spare engines (the “Aircraft and engines”) on
      lease to FedEx that was scheduled to expire on March 31, 2007.





On
      September 21, 2006, FedEx provided Aircraft 47820 its irrevocable notice to
      purchase the Aircraft and engines. Pursuant to the lease, Aircraft 47820 had
      twenty days to agree with FedEx on the fair value of the Aircraft and engines.
      The parties were unable to agree on the fair value of the Aircraft and engines
      or a mutually acceptable appraiser. Therefore, in accordance with the lease,
      each party’s appraiser appointed a third appraiser.








8
 *Table
          of Contents*




ICON
        Income Fund Eight B L.P.
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 March
        31,
        2007
 (Unaudited)


(5)  Investments
      in Operating Leases - continued





On
      March
      2, 2007, Aircraft 47820 was notified that the third appraiser valued the
      Aircraft and engines at what the General Partner believes is an exceedingly
      low
      appraisal, valuing the Aircraft and engines at $5,450,000. Pursuant to a formula
      in the lease, the two appraisals that are closest in value are to be averaged,
      which resulted in a sales price for the Aircraft and engines of $5,475,000,
      resulting in a loss on the sale of the Aircraft and engines of approximately
      $1,025,000.





On
      March
      30, 2007, Aircraft 47820 sold the Aircraft and engines to FedEx for $5,475,000.
      The final lease payment was paid to the lender, satisfying all remaining debt
      obligations.








(6)  Joint
      Ventures





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





ICON
      Aircraft 46835 LLC





ICON
      Aircraft 46835 LLC (“Aircraft 46835”) was a joint venture between the
      Partnership and Fund Nine, formed for the purpose of acquiring an investment
      in
      a McDonnell Douglas DC-10-30F Aircraft (the “Aircraft”) on lease with FedEx that
      was scheduled to expire on March 31, 2007.





On
      September 21, 2006, FedEx provided Aircraft 46835 its irrevocable notice to
      purchase the Aircraft. Pursuant to the lease, Aircraft 46835 had twenty days
      to
      agree with FedEx on the fair value of the Aircraft. The parties were unable
      to
      agree on the fair value of the Aircraft or a mutually acceptable appraiser.
      Therefore, in accordance with the lease, each party’s appraiser appointed a
      third appraiser.





On
      March
      2, 2007, Aircraft 46835 was notified that the third appraiser valued the
      Aircraft at what the General Partner believes is an exceedingly low appraisal,
      valuing the Aircraft at $4,120,000. Pursuant to a formula in the lease, the
      two
      appraisals that are closest in value are to be averaged, which resulted in
      a
      sales price for the Aircraft of $4,260,000, resulting in a loss on the sale
      of
      the Aircraft of approximately $640,000.





On
      March
      30, 2007, Aircraft 46835 sold the Aircraft to FedEx for $4,260,000. The final
      lease payment was paid to the lender, satisfying all remaining debt
      obligations.




Notes
      Payable - Non-Recourse




The
      Partnership’s non-recourse notes payable is paid directly to the lender by the
      lessee and accrues interest at 6.1095% per year. The outstanding balance of
      the
      non-recourse debt at March 31, 2007 was $48,818,247.





The
      Partnership had another non-recourse notes payable in connection with the loan
      for the equipment on lease with Aircraft 47820 which was also paid directly
      to
      the lender by the lessee. The note payable accrued interest at 4.035%. The
      final
      lease payment of approximately $2,900,000 was paid to the lender of the
      non-recourse debt upon the sale of the aircraft (see Note 5), satisfying all
      remaining debt obligations.








9
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          of Contents*




ICON
        Income Fund Eight B L.P.
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 March
        31,
        2007
 (Unaudited)




(8)  Revolving
      Loan Facility - Recourse





On
      August
      31, 2005, the Partnership, together with certain of its affiliates (entities
      sponsored and organized by the General Partner), Fund Nine, ICON Income Fund
      Ten, LLC, and ICON Leasing Fund Eleven, LLC (collectively, the "Borrowers")
      entered into a Commercial Loan Agreement (the "Loan Agreement"), with California
      Bank & Trust (the “Lender”). The Loan Agreement provides for a revolving
      line of credit of up to $17,000,000 pursuant to a senior secured revolving
      loan
      facility (the "Facility") which is secured by all assets of the Borrowers not
      subject to a first priority lien, as defined in the Loan Agreement. Each of
      the
      Borrowers is jointly and severally liable for all amounts borrowed under the
      Facility. Amounts available under the Facility are subject to a borrowing base
      that is determined, subject to certain limitations, on the present value of
      the
      future receivables under certain lease agreements in which the Borrowers have
      a
      beneficial interest.





As
      part
      of the Loan Agreement, the Borrowers are required to comply with certain
      financial covenants, including, a minimum debt coverage ratio, a tangible net
      worth covenant, a leverage ratio and a minimum liquidity covenant. The Borrowers
      are in compliance with these covenants at March 31, 2007. The Loan Agreement
      prohibits the Borrowers from declaring or paying any distribution to investors
      if such a payment would cause the Borrowers to become non-compliant with the
      financial covenants in the Loan Agreement.





In
      addition, on August 31, 2005, the Borrowers entered into a Contribution
      Agreement (the “Contribution Agreement”), pursuant to which the Borrowers have
      agreed to certain restrictions on the amounts and terms of their respective
      borrowings under the Facility in order to minimize the risk that a Borrower
      would be unable to repay its portion of the outstanding obligations under the
      Facility at any time. These restrictions include, but are not limited to,
      borrowing in excess of the lesser of (a) an amount each Borrower could
      reasonably expect to repay in one year from its projected cash flow, or (b)
      the
      greater of (i) the borrowing base, as defined in the Loan Agreement, as applied
      to such Borrower and (ii) 50% of the net worth of such Borrower. The
      Contribution Agreement also provides that, in the event a Borrower pays an
      amount under the Contribution Agreement in excess of its share of the total
      obligations under the Facility, whether by reason of an event of default or
      otherwise, the other Borrowers will immediately make a contribution payment
      to
      such Borrower in such amount that the aggregate amount paid by each Borrower
      reflects its allocable share of the aggregate obligations under the Facility.
      The Borrowers' obligations to each other under the Contribution Agreement are
      collateralized by a subordinate lien on the assets of each Borrower. The
      Borrowers are in compliance with the Contribution Agreement at March 31, 2007
      and no amounts are due to or payable by the Partnership under the Contribution
      Agreement.





On
      December 26, 2006, the Borrowers entered into a Loan Modification Agreement
      (the
“Loan Modification”) to the Loan Agreement. The changes to the Loan Agreement
      are an extension of the Facility from August 31, 2007 to September 30, 2008
      and
      the lowering of (i) the interest rate for advances under the Facility from
      the
      Lender’s prime rate plus 0.25% to the Lender’s prime rate and (ii) the interest
      rate on the five separate advances that are permitted to be made under the
      Facility at the rate at which United States dollar deposits can be acquired
      by
      the Lender in the London Interbank Eurocurrency Market (the “LIBOR Rate”) plus
      2.75% per year to the LIBOR Rate plus 2.5% per year. In addition, pursuant
      to
      the terms of the loan modification, the Borrowers no longer have to maintain
      a
      cash reserve. The interest rate at March 31, 2007 was 8.25%.





At
      March
      31, 2007, the Partnership had $6,635,000 outstanding under the Facility, which
      represents the entire amount outstanding for all Borrowers.








10
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          of Contents*




ICON
        Income Fund Eight B L.P.
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 March
        31,
        2007
 (Unaudited)


(9)  Transactions
      with Related Parties





Prior
      to
      May 1, 2006, in accordance with the terms of the LP agreement, the Partnership
      paid the General Partner (i) management fees ranging from 1% to 7% based on
      a
      percentage of the rentals received either directly by the Partnership or through
      joint ventures and (ii) acquisition fees, through the reinvestment period,
      of
      3%, calculated based on the gross value of the Partnership’s acquisition
      transactions. In addition, the General Partner was reimbursed for administrative
      expenses incurred in connection with the Partnership’s operations.





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





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





Effective
      May 1, 2006, the General Partner waived its rights to future management fees
      and
      administrative expense reimbursements.





The
      General Partner also has a 1% interest in the Partnership’s profits, losses,
      cash distributions and liquidation proceeds. The Partnership paid distributions
      to the General Partner $14,980 for the three months ended March 31, 2007 and
      $59,944 for the year ended December 31, 2006. The General Partner’s interest in
      the Partnership’s net loss for the three months ended March 31, 2007 and 2006
      was $1,210 and $8,449, respectively.





Fees
      and
      other expenses charged to operations by the Partnership and paid to the General
      Partner or its affiliates for the three months ended March 31, 2007 and 2006,
      were as follows:





Entity
              
              Capacity
              
              Description
              
              2007
              
              2006ICON
                  Capital Corp.
              
              General
                Partner
              
              Management
                fees
              
              $
              -
              
              $
              355,297ICON
                  Capital Corp.
              
              General
                Partner
              
              Administrative
                expense reimbursements
              
              
              -
              
              
              134,879$
              -
              
              $
              490,176




There
      were no charges during the first quarter ended March 31, 2007 since the fees
      were waived effective May 1, 2006; however, if the charges were made the total
      administrative expense reimbursements for the three months ended March 31,
      2007
      would be approximately $122,000.







11
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          of Contents*




Income
        Fund Eight B L.P.
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated ICON Financial Statements
 March
        31,
        2007
 (Unaudited)





Commitments
      & Contingencies




The
      Partnership had a 100% interest in one Airbus A340-313X aircraft and a 50%
      interest in a second Airbus A340-313X aircraft, both on lease to Cathay Pacific
      Airways Limited (“Cathay”). The Partnership had a commitment to pay a portion of
      the Cathay maintenance overhaul costs, which were incurred on or prior to March
      14, 2006. Under the original lease, a maintenance reserve cash account was
      established to pay for the Partnership’s portion of these costs for the 100%
      owned aircraft. In January 2007, the balance on the reserve account was
      $1,404,000, inclusive of accreted interest.








(11)  Recent
      Accounting Pronouncements





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








(12)  Subsequent
      Events





On
      April
      13, 2007, the Partnership sold all of the remaining equipment previously on
      lease held by ICON Cheyenne, LLC (“Cheyenne”) and ICON SPK 2023-A, LLC (“SPK”)
      for total proceeds of approximately $39,000 and $341,000, respectively. The
      loss
      on sale of the equipment for Cheyenne is approximately $15,000. The gain on
      sale
      of the equipment for SPK is approximately $146,000.







12
 *Table
          of Contents*







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





The
      following is a discussion of our results of operations and current financial
      position. This discussion should be read in conjunction with our unaudited
      condensed consolidated financial statements and related notes included elsewhere
      in this report, Part II Item 1A. Risk Factors and the audited consolidated
      financial statements and related notes included in our Annual Report on Form
      10-K for the year ended December 31, 2006.





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





**Forward-Looking
      Statements**





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





**Overview**





We
      operate as an equipment leasing program in which the capital our partners have
      invested is pooled together to make investments, pay fees and establish a small
      reserve. We primarily acquire equipment subject to lease and, to a lesser
      degree, acquire ownership rights to items of leased equipment at lease
      expiration. Some of our equipment leases are acquired for cash and provide
      current cash flow, which we refer to as “income” leases. For the other equipment
      leases, we finance the majority of the purchase price. We refer to these leases
      as “growth” leases. These growth leases generate little or no current cash flow
      because substantially all of the rental payments received from a lessee is
      used
      to service the indebtedness associated with acquiring or financing the lease.
      We
      anticipate that the future value of the leased equipment will exceed our cash
      portion of the purchase price.





We
      invested most of the net proceeds from our offering in items of equipment that
      are subject to a lease. After the net offering proceeds were invested,
      additional investments were made with the cash generated from our initial
      investments to the extent that cash is not needed for expenses, reserves and
      distributions to partners. The investment in additional equipment in this manner
      is called "reinvestment." We purchase equipment from time to time until five
      years from the date we completed our offering. This time frame is called the
      “reinvestment period”.





We
      are
      currently in our reinvestment period. On October 5, 2006 our General Partner
      extended the reinvestment period for six months until approximately April 16,
      2007 and subsequently further extended the reinvestment period for an additional
      two months to June 2007. Therefore, we anticipate entering our liquidation
      period during June 2007, unless our General Partner extends the reinvestment
      period, which it may do, at its discretion, for up to an additional 28 months.
      While in our reinvestment period, we will continue to look to purchase equipment
      subject to leases, either with cash or with a combination of cash and financing.
      As such, we expect our revenue will fluctuate due to our selling some equipment,
      while purchasing other equipment subject to leases. We also expect to have
      gains
      and losses from the sales of equipment during this time period. As for our
      expenses, we anticipate interest expense to decrease as our outstanding debt
      decreases. If we enter into an equipment lease where we finance a portion of
      the
      purchase price, then interest expense will increase.






13
 *Table
          of Contents*





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





At
      March
      31, 2007, our portfolio, which we hold either directly or through joint venture
      investments with affiliates and others, consists primarily of the following
      equipment subject to lease:





*Air
      Transportation Equipment:*





·
            We
                have a 100% interest in one Airbus A340-313X aircraft and a 50% interest
                in a second Airbus A340-313X aircraft, both on lease to Cathay Pacific
                Airways Limited (“Cathay”) with original expiration dates of March 14,
                2006 and March 27, 2006, respectively. We entered into lease extensions
                with respect to each of the Airbus A340-313X aircraft to extend the
                terms
                of the leases from March 14, 2006 and March 27, 2006 to October 1,
                2011
                and July 1, 2011, respectively.





·
            We
                have a 100% interest in five aircraft engines on lease to TWA, LLC,
                a
                subsidiary of American Airlines. The lease is scheduled to expire
                on May
                28, 2008.





*Other
      Equipment:*





·
            We
                have a 97.73% interest in ICON Cheyenne, LLC (“Cheyenne”). Cheyenne is a
                joint venture with certain affiliates of our General Partner, which
                holds
                a portfolio of 7 active leases with expiration dates through September
                2007. The portfolio consists of over the road rolling stock, manufacturing
                equipment and materials handling
                equipment.





·
            We
                have a 74.87% interest in ICON SPK 2023-A, LLC (“SPK”). SPK is a joint
                venture with certain affiliates of our General Partner, which holds
                a
                portfolio of 5 active leases with expiration dates through April
                2008. The
                portfolio consists of various equipment leases, including material
                handling, telecommunication and computer equipment.







***Lease
      and Other Significant Transactions***





*Sale
      of Aircraft 47820*





We
      had a
      90% interest in a joint venture, ICON Aircraft 47820 LLC (“Aircraft 47820”) on
      lease to FedEx, which was set to expire on March 31, 2007. The aircraft and
      engines were sold on March 30, 2007 for $5,475,000. The net book value of the
      asset at the date of sale was approximately $6,500,000. The Partnership
      recognized a loss of approximately $1,025,000 for the three months ended March
      31, 2007.





**New
      Accounting Pronouncements**





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







14
 *Table
          of Contents*








**Results
      of Operations for the Three Months Ended March 31, 2007 (the “2007 Quarter”) and
      2006 (the “2006 Quarter”)**





We
      are
      currently in our reinvestment period and anticipate entering our liquidation
      period during June 2007, unless our General Partner extends the reinvestment
      period, which it may do, at its discretion, for up to an additional 28 months.
      While in the reinvestment period, we will continue to look for equipment leases
      to purchase, either with cash or with a combination of cash and financing.
      As
      such, we expect our revenue will fluctuate due to our selling some equipment
      leases while purchasing other equipment leases. We also expect to have gains
      and
      losses from the sales of equipment during this time period. As for our expenses,
      we anticipate interest expense to decrease as our outstanding debt decreases.
      If
      we enter into an equipment lease where we finance a portion of the purchase
      price then interest expense will increase.





Effective
      May 1, 2006, the General Partner waived its rights to future management fees
      and
      administrative expense reimbursements.





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





Revenue
      for the 2007 Quarter and 2006 Quarter are summarized as follows:





Three
                Months Ended March 31,2007
            
            2006
            
            ChangeTotal
                revenue
            
            $
            2,516,098
            
            $
            4,052,719
            
            $
            (1,536,621
            )Rental
                income
            
            
            3,519,785
            
            
            4,144,363
            
            
            (624,578
            )Finance
                income
            
            
            -
            
            
            64,578
            
            
            (64,578
            )Net
                  loss on sale of equipment
            
            
            (79,607
            )
            
            (203,859
            )
            
            124,252Loss
                from investments in joint ventures
            
            
            (939,072
            )
            
            (20,679
            )
            
            (918,393
            )Interest
                and other income
            
            
            14,992
            
            
            68,316
            
            
            (53,324
            )





Total
      revenue for the 2007 Quarter decreased $1,536,621, or 37.9%, as compared to
      the
      2006 Quarter. The net loss on sale of equipment is primarily due to the sale
      of
      Aircraft 47820 on March 30, 2007, which resulted in a total loss of
      approximately $1,025,000. The net loss on sale of equipment was offset by the
      gain on sale of the equipment with K-Mart Corporation (“K-Mart”), which occurred
      on February 9, 2007. The net book value of the K-Mart asset sold was $140,000
      with proceeds of approximately $254,000. The decrease in rental income is
      primarily due to the extension of our lease with Cathay during March 2006,
      which
      included a reduction in monthly rental payments of approximately $170,000.
      In
      addition, there were sales of various leases during 2006 for Cheyenne, which
      contributed to the decrease in rental income for the 2007 Quarter. An offset
      to
      the decrease in total revenue was the decrease in loss from investments in
      joint
      ventures. During the 2006 Quarter, we extended our lease with the second Cathay,
      whose sole asset was an Airbus A340-313X aircraft, which reduced the rental
      income. We recorded an additional net income of approximately $130,000 in the
      2007 Quarter as a result of the lease extension, as compared to the 2006
      Quarter.







15
 *Table
          of Contents*








Expenses
      for the 2007 Quarter and the 2006 Quarter are summarized as
      follows:





2007
            
            2006
            
            ChangeTotal
                expenses
            
            $
            2,637,129
            
            $
            4,897,650
            
            $
            (2,260,521
            )Depreciation
                and amortization
            
            
            1,586,834
            
            
            2,460,715
            
            
            (873,881
            )Interest
            
            
            795,972
            
            
            853,747
            
            
            (57,775
            )Management
                fees - General Partner
            
            
            -
            
            
            355,297
            
            
            (355,297
            )Administrative
                expense reimbursements - General Partner
            
            
            -
            
            
            134,879
            
            
            (134,879
            )General
                and administrative
            
            
            231,142
            
            
            192,628
            
            
            38,514Maintenance
                expense
            
            
            -
            
            
            875,000
            
            
            (875,000
            )Minority
                interest
            
            
            23,181
            
            
            25,384
            
            
            (2,203
            )





Total
      expenses for the 2007 Quarter decreased $2,260,521, or 46.2% from the 2006
      Quarter. The decrease in total expenses is primarily due to the decrease in
      maintenance expense and depreciation and amortization. The Maintenance expense
      for the 2006 Quarter was in connection with a one-time charge for required
      maintenance overhaul costs related to an aircraft on lease to a 100% interest
      owned aircraft with Cathay; there was no maintenance expense incurred for the
      2007 Quarter. The decrease in Depreciation and amortization is primarily due
      to
      the impairment of the aircraft owned by Aircraft 47820 during 2006 of
      approximately $3,626,000 which attributed to the decrease in monthly
      depreciation expense from approximately $433,000 to $113,000. The decrease
      in
      both Management fees - General Partner and Administrative expense reimbursements
      - General Partner is due to our General Partner’s decision, effective May 1,
      2006, to waive all future management fees and administrative expense
      reimbursements, although the General Partner continues to provide these services
      (see Note 9 of Item 1. Condensed Consolidated Financial Statements - Notes
      to
      Condensed Consolidated Financial Statements (Unaudited)).





*Net
      Loss*





As
      a
      result of the foregoing factors, the net loss for 2007 Quarter and 2006 Quarter
      was $121,031 and $844,931, respectively.  The net loss per weighted average
      number of limited partnership units outstanding for the 2007 and 2006 Quarters
      were $0.16 and $1.13, respectively.








**Liquidity
      and Capital Resources**








*Sources
      and Uses of Cash* ****





At
      March
      31, 2007 and 2006, we had cash and cash equivalents of $1,371,609 and $840,218,
      respectively. During our reinvestment period our main source of cash has been
      from operating and investing activities, which we expect to continue during
      the
      liquidation period. During our reinvestment period our main use of cash has
      been
      from financing activities, which we anticipate will continue during the
      liquidation period.








*Operating
      Activities*




*Sources
      of Cash*




Our
      main
      source of cash from operating activities in the 2007 Quarter was the collection
      of receivables from operating leases of approximately $300,000.







16
 *Table
          of Contents*





*Investing
      Activities*





*Sources
      of Cash*




Our
      primary source of cash from investing activities in the 2007 Quarter was the
      proceeds of approximately $5,475,000 and $254,000 from the sales of Aircraft
      47820 and leases with K-Mart, respectively.





Our
      primary source of cash from investing activities in the 2006 Quarter was the
      proceeds of approximately $253,000 from the sale of one of our majority owned
      subsidiaries.





*Uses
      of Cash*





Our
      primary use of cash in investing activities in the 2007 Quarter was due to
      the
      purchase of state-of-the-art
      telecommunications equipment from various vendors totaling approximately
      $7,755,000. The equipment is set to be leased to Global Crossing
      Telecommunications, Inc. (“Global Crossing”) commencing on April 1, 2007.





Our
      primary use of cash in investing activities in the 2006 Quarter was due to
      the
      distributions paid by our majority-owned subsidiaries to its
      members.








*Financing
      Activities*





*Sources
      of Cash*





Our
      sole
      source of cash from financing activities during the 2007 Quarter was from the
      proceeds from our revolving loan facility of $3,510,000.





Our
      sole
      source of cash from financing activities during the 2006 Quarter was from the
      proceeds from our revolving loan facility of $1,145,000.





*Uses
      of Cash* ****





Our
      sole
      use of cash in financing activities during the 2007 Quarter was distributions
      paid to our partners consisting of $1,483,061 to the limited partners and
      $14,980 to the General Partner.





Our
      primary use of cash in financing activities during the 2006 Quarter was
      distributions paid to our partners consisting of $1,485,662 to the limited
      partners and $15,007 to the General Partner.





*Financings
      and Borrowings*





Effective
      March 14, 2006 and in connection with the Cathay lease extension, we refinanced
      the non-recourse debt related to the Cathay aircraft in which we have 100%
      interest. The refinancing was entered into because the original non-recourse
      debt of approximately $52,850,000 was due to be repaid on March 14, 2006. We
      had
      established, under the original lease, a reserve account totaling approximately
      $282,000, which was used to reduce the balloon payment to approximately
      $52,568,000. We refinanced approximately $52,568,000, which accrues interest
      at
      the LIBOR plus 1.165%, matures on October 1, 2011 and has a balloon payment
      of
      approximately $32,000,000. The variable interest rate of the refinanced
      non-recourse debt was fixed at 6.1095% automatically under the terms of the
      debt
      agreement, effective October 3, 2006. The outstanding balance of our
      non-recourse debt at March 31, 2007 was $48,818,247.








17
 *Table
          of Contents*








*Revolving
      Loan Facility*





On
      August
      31, 2005, we, together with certain of our affiliates (entities sponsored and
      organized by our General Partner), Fund Nine, ICON Income Fund Ten, LLC, and
      ICON Leasing Fund Eleven, LLC (collectively, the "Borrowers") entered into
      a
      Commercial Loan Agreement (the "Loan Agreement"), with California Bank &
Trust (the “Lender”). The Loan Agreement provides for a revolving line of credit
      of up to $17,000,000 pursuant to a senior secured revolving loan facility (the
      "Facility") which is secured by all assets of the Borrowers not subject to
      a
      first priority lien, as defined in the Loan Agreement. Each of the Borrowers
      is
      jointly and severally liable for all amounts borrowed under the Facility.
      Amounts available under the Facility are subject to a borrowing base that is
      determined, subject to certain limitations, on the present value of the future
      receivables under certain lease agreements in which the Borrowers have a
      beneficial interest.





As
      part
      of the Loan Agreement, the Borrowers are required to comply with certain
      financial covenants, including, a minimum debt coverage ratio, a tangible net
      worth covenant, a leverage ratio and
      a
      minimum liquidity covenant. The Borrowers are in compliance with these covenants
      at March 31, 2007. The Loan Agreement prohibits the Borrowers from declaring
      or
      paying any distribution to investors if such a payment would cause the Borrowers
      to become non-compliant with the financial covenants in the Loan
      Agreement.





In
      addition, on August 31, 2005, the Borrowers entered into a Contribution
      Agreement (the “Contribution Agreement”), pursuant to which the Borrowers have
      agreed to certain restrictions on the amounts and terms of their respective
      borrowings under the Facility in order to minimize the risk that a Borrower
      would be unable to repay its portion of the outstanding obligations under the
      Facility at any time. These restrictions include, but are not limited to,
      borrowing in excess of the lesser of (a) an amount each Borrower could
      reasonably expect to repay in one year from its projected cash flow, or (b)
      the
      greater of (i) the borrowing base, as defined in the Loan Agreement, as applied
      to such Borrower and (ii) 50% of the net worth of such Borrower. The
      Contribution Agreement also provides that, in the event a Borrower pays an
      amount under the Contribution Agreement in excess of its share of the total
      obligations under the Facility, whether by reason of an event of default or
      otherwise, the other Borrowers will immediately make a contribution payment
      to
      such Borrower in such amount that the aggregate amount paid by each Borrower
      reflects its allocable share of the aggregate obligations under the Facility.
      The Borrowers' obligations to each other under the Contribution Agreement are
      collateralized by a subordinate lien on the assets of each Borrower. The
      Borrowers are in compliance with the Contribution Agreement at March 31, 2007
      and no amounts are due to or payable by us under the Contribution
      Agreement.





On
      December 26, 2006, the Borrowers entered into a Loan Modification Agreement
      (the
“Loan Modification”) to the Loan Agreement. The changes to the Loan Agreement
      are an extension of the Facility from August 31, 2007 to September 30, 2008
      and
      the lowering of (i) the interest rate for advances under the Facility from
      the
      Lender’s prime rate plus 0.25% to the Lender’s prime rate and (ii) the interest
      rate on the five separate advances that are permitted to be made under the
      Facility at the rate at which United States dollar deposits can be acquired
      by
      the Lender in the London Interbank Eurocurrency Market (the “LIBOR Rate”) plus
      2.75% per year to the LIBOR Rate plus 2.5% per year. In addition, pursuant
      to
      the terms of the Loan Modification, the Borrowers no longer have to maintain
      a
      cash reserve. The interest rate at March 31, 2007 was 8.25%.





At
      March
      31, 2007, we had $6,635,000, outstanding under the Facility, which represents
      the entire amount outstanding for all Borrowers.





Our
      General Partner believes that with the cash we have currently available, cash
      being generated from our equipment leases and cash from the proceeds from sales
      of equipment, we have sufficient cash to continue our operations into the
      foreseeable future. We have the ability to borrow funds under the Facility
      if
      necessary. However, our ability to generate cash in the future is subject to
      general economic, financial, competitive, regulatory and other factors that
      affect our lessees’ business that are beyond our control. See “Part II, Item 1A.
      Risk Factors.”






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          of Contents*





*Distributions*





We
      pay
      monthly distributions to our limited partners beginning with the first month
      after the limited partners’ admission through the termination of our
      reinvestment period, which we anticipate will be in June 2007. We paid
      distributions to our limited partners for the three months ended March 31,
      2007
      of $1,483,061. We paid distributions to our General Partner for the three months
      ended March 31, 2007 of $14,980.





**Contractual
      Obligations and Commitments and Off Balance Sheet
      Transactions**





At
      March
      31, 2007 we have both non-recourse and recourse debt obligations. The lenders
      have security interests in equipment relating to the non-recourse debt and
      an
      assignment of the rental payments under the leases. If the lessee were to
      default on the non-recourse debt, the equipment would be returned to the lender
      in extinguishment of the non-recourse debt. At March 31, 2007, our outstanding
      non-recourse indebtedness was $48,818,247. We are a party to the Facility,
      as
      discussed in the financing and borrowings section above. We have $6,635,000
      of
      borrowings under this Facility at March 31, 2007.





We
      had a
      100% interest in one Airbus A340-313X aircraft and a 50% interest in a second
      Airbus A340-313X aircraft, both on lease to Cathay Pacific Airways Limited
      (“Cathay”). We had a commitment to pay a portion of the Cathay maintenance
      overhaul costs, which were incurred on or prior to March 14, 2006. Under the
      original lease, a maintenance reserve cash account was established to pay for
      our portion of these costs for the 100% owned aircraft. In January the balance
      on the reserve account was $1,404,000, inclusive of accreted
      interest.





**Subsequent
      Events**





On
      April
      13, 2007, we sold all of the remaining equipment previously on lease held by
      Cheyenne and SPK for total proceeds of approximately $39,000 and $341,000,
      respectively. The loss on sale of the equipment for Cheyenne is approximately
      $15,000. The gain on sale of the equipment for SPK is approximately
      $146,000.








**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk**





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





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





We
      manage
      our exposure to equipment and residual risk by monitoring the markets our leased
      equipment is in and maximizing remarketing proceeds through the re-lease or
      sale
      of our equipment.







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          of Contents*








**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, 2007, as well as the financial statements and Quarterly
      Reports on Form 10-Q for the period ended March 31, 2007 for our affiliates,
      our
      General Partner carried out an evaluation, under the supervision and with the
      participation of the management of our General Partner, including its Chief
      Executive Officer and the Principal Financial and Accounting Officer, of the
      effectiveness of the design and operation of our General Partner’s disclosure
      controls and procedures as of the end of the period covered by this report
      pursuant to the Securities Exchange Act of 1934. Based on the foregoing
      evaluation, except as noted below, the Chief Executive Officer and the Principal
      Financial and Accounting Officer concluded that our General Partner’s disclosure
      controls and procedures were effective.





While
      evaluating our General Partner’s disclosure controls and procedures, our General
      Partner recognized that greater internal controls were needed to aid in a more
      efficient closing of our financial statements, thereby requiring our General
      Partner to hire additional skilled accounting staff to support the senior vice
      president of accounting hired by our General Partner at the end of the third
      quarter of 2004.  In addition, our General Partner hired two additional
      accounting staff members during 2005 who are certified public accountants and
      are experienced with public reporting entities. Subsequently in 2006, our
      General Partner hired an additional accounting staff member who is a certified
      public accountant and is experienced with public reporting entities. Subsequently,
      in 2007 our General Partner hired (i) two additional senior accountants with
      more than 16 and 8 years, respectively, of experience with public reporting
      entities, the most senior of those accountants having assumed the
      responsibilities of the senior vice president of accounting and (ii) two
      additional accountants that are experienced with public reporting entities. Our
      General Partner will continue to evaluate its disclosure controls and procedures
      to determine their effectiveness and adequacy and will take the steps necessary,
      in our General Partner’s opinion, to ensure the adequacy of our General
      Partner’s disclosure controls and procedures.





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





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







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          of Contents*





**PART
      II - OTHER INFORMATION**


**Item
      1 - Legal Proceedings**





In
      the
      ordinary course of conducting our business, there may be certain claims, suits
      and complaints filed against us. In the opinion of management, the outcome
      of
      such matters, if any, will not have a material impact on our consolidated
      financial position or results of operations. No material legal proceedings
      are
      currently pending or to our knowledge threatened against us or against any
      of
      our assets .





**Item
      1A. Risk Factors**





There
      have been no material changes from the risk factors disclosed in “Item 1A. Risk
      Factors” of our Annual Report on Form 10-K for the year ended December 31, 2006.





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





No
      redemptions were made during the first quarter ended March 31,
      2007.




**Item
      3. Defaults Upon Senior Securities**





Not
      applicable.




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





No
      matters were submitted to a vote of security holders during the 2007 Quarter.





**Item
      5. Other Information**





Not
      applicable.





**Item
      6. Exhibits**





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





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





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








21
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          of Contents*





**SIGNATURES**





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





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








*Date:
      May 15, 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:
      May 15, 2007*





*/s/
      Michael A. Reisner*


Michael
      A. Reisner


Director,
      Executive Vice President and Chief Financial Officer


(Principal
      Financial and Accounting Officer)


ICON
      Capital Corp.


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






22