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, 2009




or


[  ]         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)
            (I.R.S.
      Employer Identification No.)





100 Fifth Avenue, 4thFloor, New York, New York
            10011(Address
      of principal executive offices)
            (Zip
      code)





(212) 418-4700Registrant'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
[x]   No [ ]




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).
 [ ]
Yes     [  ] No


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




Large
accelerated filer [  ] Accelerated
filer [  ]   Non-accelerated filer [x] 
Smaller reporting company [ ]





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 units of limited partnership interests of the registrant on 740,380















ICON Income Fund Eight B L.P.
              Table
      of ContentsPagePART I - FINANCIAL INFORMATION
            1Item 1.  Consolidated Financial
      Statements
            1Consolidated Balance Sheets
            1Consolidated Statements of
    Operations
            2Consolidated Statement of Changes in Partners’
      Equity
            3Consolidated Statements of Cash Flows
            4Notes to Consolidated Financial
    Statements
            6Item
      2.  General Partner’s Discussion and Analysis of Financial
      Condition andResults
      of Operations
            13Item 3. Quantitative and Qualitative Disclosures About
      Market Risk
            18Item 4T. Controls and Procedures
            18PART II – OTHER INFORMATION
            19Item 1. Legal Proceedings
            
            19Item 1A. Risk Factors
            
            19Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
            19Item 3. Defaults Upon Senior
Securities
            19Item 4. Submission of Matters to a Vote of Security
      Holders
            19Item 5. Other Information
            
            19Item 6. Exhibits
            
            20Signatures
            
            21





Table of Contents
  PART I – FINANCIAL INFORMATION
 
 Item 1.  Consolidated Financial
Statements
 
 ICON Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Consolidated
      Balance SheetsAssetsMarch
      31,2009
                      
                      
                      December
      31,(unaudited)
                      
                      
                      2008Current
      assets:Cash
      and cash equivalents
                      
                      $
                      287,658
                      
                      
                      $
                      167,128Current
      portion of net investment in finance leases
                      
                      
                      2,075,801
                      
                      
                      
                      2,009,175Other
      current assets
                      
                      
                      40,073
                      
                      
                      
                      68,751Total
      current assets
                      
                      
                      2,403,532
                      
                      
                      
                      2,245,054Non-current
      assets:Net
      investment in finance leases, less current portion
                      
                      
                      2,366,850
                      
                      
                      
                      2,911,511Leased
      equipment at cost (less accumulated depreciationof
      $30,875,959 and $29,921,414, respectively)
                      
                      
                      44,540,761
                      
                      
                      
                      45,495,306Investments
      in joint ventures
                      
                      
                      1,248,392
                      
                      
                      
                      1,267,392Other
      non-current assets, net
                      
                      
                      1,278,659
                      
                      
                      
                      1,286,384Total
      non-current assets
                      
                      
                      49,434,662
                      
                      
                      
                      50,960,593Total
      Assets
                      
                      $
                      51,838,194
                      
                      
                      $
                      53,205,647Liabilities
      and Partners' EquityCurrent
      liabilities:Current
      portion of non-recourse long-term debt
                      
                      $
                      4,098,116
                      
                      
                      $
                      4,029,270Revolving
      line of credit, recourse
                      
                      
                      1,185,000
                      
                      
                      
                      1,185,000Deferred
      revenue
                      
                      
                      490,909
                      
                      
                      
                      450,000Due
      to affiliates
                      
                      
                      143,070
                      
                      
                      
                      143,070Accrued
      expenses and other current liabilities
                      
                      
                      228,457
                      
                      
                      
                      336,796Total
      current liabilities
                      
                      
                      6,145,552
                      
                      
                      
                      6,144,136Non-current
      liabilities:Non-recourse
      long-term debt, less current portion
                      
                      
                      37,262,467
                      
                      
                      
                      38,317,033Total
      Liabilities
                      
                      
                      43,408,019
                      
                      
                      
                      44,461,169Commitments
      and contingenciesPartners'
      Equity:Limited
      Partners
                      
                      
                      8,994,933
                      
                      
                      
                      9,306,093General
      Partner
                      
                      
                      (564,758
                      )
                      
                      
                      (561,615
                      )Total
      Partners' Equity
                      
                      
                      8,430,175
                      
                      
                      
                      8,744,478Total
      Liabilities and Partners' Equity
                      
                      $
                      51,838,194
                      
                      
                      $
                      53,205,647
 
   1
 Table of Contents
 
 
 ICON Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Consolidated
      Statements of Operations(unaudited)Three Months Ended March
31,2009
                  
                  
                  2008Revenue:Rental
      income
                  
                  $
                  1,594,091
                  
                  
                  $
                  1,594,091Finance
      income
                  
                  
                  158,627
                  
                  
                  
                  219,856Loss
      from investments in joint ventures
                  
                  
                  (19,000
                  )
                  
                  
                  (41,686
                  )Interest
      and other income
                  
                  
                  -
                  
                  
                  
                  320Total
      revenue
                  
                  
                  1,733,718
                  
                  
                  
                  1,772,581Expenses:Depreciation
      and amortization
                  
                  
                  963,074
                  
                  
                  
                  967,884Interest
                  
                  
                  648,552
                  
                  
                  
                  720,003General
      and administrative
                  
                  
                  133,512
                  
                  
                  
                  343,978Total
      expenses
                  
                  
                  1,745,138
                  
                  
                  
                  2,031,865Net
      loss
                  
                  $
                  (11,420
                  )
                  
                  $
                  (259,284
                  )Net
      loss allocable to:Limited
      Partners
                  
                  $
                  (11,306
                  )
                  
                  $
                  (256,691
                  )General
      Partner
                  
                  
                  (114
                  )
                  
                  
                  (2,593
                  )$
                  (11,420
                  )
                  
                  $
                  (259,284
                  )Weighted
      average number of units of limitedpartnership
      interests outstanding
                  
                  
                  740,380
                  
                  
                  
                  740,503Net
      loss per weighted averageunit
      of limited partnership interests
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.35
                  )
 See
accompanying notes to consolidated financial statements.  2
 Table of Contents
 
 ICON Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Consolidated
      Statement of Changes in Partners' EquityUnits
      of Limited
                  
                  
                  
                  
                  
                  
                  
                  
                  TotalPartnership
                  
                  
                  Limited
                  
                  
                  General
                  
                  
                  Partners'Interests
                  
                  
                  Partners'
                  
                  
                  Partner
                  
                  
                  EquityBalance,
      December 31, 2008
                  
                  
                  740,380
                  
                  
                  $
                  9,306,093
                  
                  
                  $
                  (561,615
                  )
                  
                  $
                  8,744,478Cash
      distributions to partners
                  
                  
                  -
                  
                  
                  
                  (299,854
                  )
                  
                  
                  (3,029
                  )
                  
                  
                  (302,883
                  )Net
      loss
                  
                  
                  -
                  
                  
                  
                  (11,306
                  )
                  
                  
                  (114
                  )
                  
                  
                  (11,420
                  )Balance,
      March 31, 2009 (unaudited)
                  
                  
                  740,380
                  
                  
                  $
                  8,994,933
                  
                  
                  $
                  (564,758
                  )
                  
                  $
                  8,430,175
 
  
 3
 Table of Contents
  
 ICON Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Consolidated
      Statements of Cash Flows(unaudited)Three Months Ended
                    March 31,2009
                  
                  
                  2008Cash
      flows from operating activities:Net
      loss
                  
                  $
                  (11,420
                  )
                  
                  $
                  (259,284
                  )Adjustments
      to reconcile net loss to net cash provided byoperating
      activities:Rental
      income paid directly to lenders by lessees
                  
                  
                  (1,635,000
                  )
                  
                  
                  (1,635,000
                  )Finance
      income
                  
                  
                  (158,627
                  )
                  
                  
                  (219,856
                  )Loss
      from investments in joint ventures
                  
                  
                  19,000
                  
                  
                  
                  41,686Depreciation
      and amortization
                  
                  
                  963,074
                  
                  
                  
                  967,884Interest
      expense on non-recourse financing paid directly to lenders by
      lessees
                  
                  
                  629,888
                  
                  
                  
                  707,745Interest
      expense from amortization of debt financing costs
                  
                  
                  8,640
                  
                  
                  
                  3,124Changes
      in operating assets and liabilities:Collection
      of finance leases
                  
                  
                  628,133
                  
                  
                  
                  628,134Other
      assets
                  
                  
                  27,763
                  
                  
                  
                  (7,639
                  )Deferred
      revenue
                  
                  
                  40,909
                  
                  
                  
                  40,909Accrued
      expenses and other current liabilities
                  
                  
                  (88,947
                  )
                  
                  
                  188,845Net
      cash provided by operating activities
                  
                  
                  423,413
                  
                  
                  
                  456,548Cash
      flows from investing activities:Investment
      in joint ventures
                  
                  
                  -
                  
                  
                  
                  (7,500
                  )Net
      cash used in investing activities
                  
                  
                  -
                  
                  
                  
                  (7,500
                  )Cash
      flows from financing activities:Cash
      distributions to partners
                  
                  
                  (302,883
                  )
                  
                  
                  (514,261
                  )Units
      of limited partnership interests redeemed
                  
                  
                  -
                  
                  
                  
                  (3,473
                  )Net
      cash used in financing activities
                  
                  
                  (302,883
                  )
                  
                  
                  (517,734
                  )Net
      increase (decrease) in cash and cash equivalents
                  
                  
                  120,530
                  
                  
                  
                  (68,686
                  )Cash
      and cash equivalents, beginning of the period
                  
                  
                  167,128
                  
                  
                  
                  414,156Cash
      and cash equivalents, end of the period
                  
                  $
                  287,658
                  
                  
                  $
                  345,470
 
   4
 Table of Contents
  
 ICON
      Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Consolidated
      Statements of Cash Flows(unaudited)Three Months Ended
                    March 31,2009
                  
                  
                  2008Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
                  
                  $
                  10,024
                  
                  
                  $
                  21,527Supplemental
      disclosure of non-cash operating activities:Principal
      and interest paid on non-recourse long-term debt directly
    tolenders
      by lessees
                  
                  $
                  1,635,000
                  
                  
                  $
                  1,635,000
 
 
   5
 Table of Contents
 ICON Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (1)
              Organization
 
 ICON
Income Fund Eight B L.P. (the “Partnership”) was formed on February 7, 2000 as a
Delaware limited partnership. The Partnership is engaged in one business
segment, the business of purchasing equipment and leasing it to third parties,
providing equipment and other financing 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) acquired a diversified portfolio of equipment
leases and financing transactions, (ii) made monthly cash distributions to its
partners commencing with each partner's admission through the liquidation
period, which commenced on June 17, 2007, (iii) re-invested substantially all
undistributed cash from operations and cash from sales of equipment and
financing transactions during the reinvestment period, and (iv) began to dispose
of its investments and distribute the excess cash from sales of such investments
to its partners with the commencement of the liquidation period.
 
 The
Partnership’s reinvestment period ended and the Partnership commenced its
liquidation period on June 17, 2007. During the liquidation period, the
Partnership is distributing substantially all of its distributable cash from
operations and equipment sales to the partners and will continue the orderly
termination of its operations and affairs. The Partnership will not invest in
any additional finance or lease transactions during the liquidation
period.
 
 The
general partner of the Partnership is ICON Capital Corp. (the “General
Partner”), a Delaware corporation. The General Partner manages and controls the
business affairs of the Partnership, including, but not limited to, the
equipment leases and other financing transactions that the Partnership entered
into pursuant to the terms of the Partnership’s limited partnership agreement,
as amended (the “LP Agreement”).  Additionally, the General Partner
has a 1% interest in the profits, losses, cash distributions and liquidation
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 investors holding 15,816 units of limited partnership interests
(“Units”) representing $1,581,551 of capital contributions.  Between
June 15, 2000 and October 17, 2001, the final closing date, 734,184 additional
Units were sold representing $73,418,449 of capital contributions, bringing the
total sale of Units to 750,000 representing $75,000,000 of capital
contributions. Through March 31, 2009, the Partnership redeemed 9,620 Units,
leaving 740,380 Units outstanding at March 31, 2009.
 
 Partners’
capital accounts are increased for their initial capital contribution plus their
proportionate share of earnings and decreased by their proportionate share of
losses and distributions. Profits, losses, cash distributions and liquidation
proceeds are allocated 99% to the limited partners and 1% to the General Partner
until each limited partner has (a) received cash distributions and liquidation
proceeds sufficient to reduce their adjusted capital account to zero and (b)
received, in addition, other distributions and allocations that would provide an
8% per year cumulative return on their outstanding adjusted capital account.
After such time, distributions will be allocated 90% to the limited partners and
10% to the General Partner.
 
 
 6
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
 
 (2)
              Summary
      of Significant Accounting Policies
 
 
 Basis of
Presentation and Consolidation
 The
accompanying consolidated financial statements of the Partnership have been
prepared in accordance with U.S. generally accepted accounting principles (“US
GAAP”) for interim financial information and pursuant to the rules and
regulations of the Securities and Exchange Commission for Quarterly Reports on
Form 10-Q. In the opinion of the General Partner, all adjustments
considered necessary for a fair presentation have been
included.  These consolidated financial statements should be read
together with the consolidated financial statements and notes included in the
Partnership’s Annual Report on Form 10-K for the year ended December 31,
2008.  The results for the interim period are not necessarily
indicative of the results for the full year.
 
 The
consolidated financial statements include the accounts of the Partnership and
its majority-owned subsidiaries. All intercompany accounts and transactions have
been eliminated in consolidation.
 
 The
Partnership accounts for its noncontrolling interests in joint ventures where
the Partnership has influence on financial and operational matters, generally
50% or less 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 has majority ownership, the financial
condition and results of operations of the joint venture are
consolidated. Noncontrolling interest represents the minority owner's
proportionate share of its equity in the joint venture. The noncontrolling
interest is adjusted for its share of the earnings, losses, investments and
distributions of the joint venture.
 
 Effective
January 1, 2009, the Partnership adopted and, for presentation and disclosure
purposes, retrospectively applied Statement of Financial Accounting Standards
(“SFAS”) No. 160, “Noncontrolling Interests in Consolidated Financial
Statements – an amendment of ARB No. 51” (“SFAS No. 160”). As a
result, noncontrolling interests are reported as a separate component of
consolidated equity and income (loss) attributable to the noncontrolling
interest is included in consolidated net income (loss). The adoption of
this standard had no impact on the Partnership's consolidated financial
statements for the periods presented.
 
 Asset
Impairments
 
 The
significant assets in the Partnership’s portfolio are periodically reviewed, no
less frequently than annually, to determine whether events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable. An impairment loss will be recognized only if the carrying value of
a long-lived asset is not recoverable and exceeds its fair value.  If
there is an indication of impairment, the General Partner will estimate the
future cash flows (undiscounted and without interest charges) expected from the
use of the asset and its eventual disposition. Future cash flows are the future
cash inflows expected to be generated by an asset less the future outflows
expected to be necessary to obtain those inflows. If an impairment is
determined to exist, the impairment loss will be measured as the amount by which
the carrying value of a long-lived asset exceeds its fair value and recorded in
the consolidated statement of operations in the period the determination is
made.
  7
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (2)
              Summary
      of Significant Accounting Policies -
continued
  The
events or changes in circumstances that generally indicate that an asset may be
impaired are (i) the estimated fair value of the underlying equipment is less
than its carrying value or (ii) the lessee is experiencing financial
difficulties and it does not appear likely that the estimated proceeds from the
disposition of the asset will be sufficient to satisfy the residual position in
the asset and, if applicable, the remaining obligation to the non-recourse
lender. Generally in the latter situation, the residual position relates to
equipment subject to third-party non-recourse debt where the lessee remits its
rental payments directly to the lender and the Partnership does not recover its
residual position until the non-recourse debt is repaid in full. The preparation
of the undiscounted cash flows requires the use of assumptions and estimates,
including the level of future rents, the residual value expected to be realized
upon disposition of the asset, estimated downtime between re-leasing events and
the amount of re-leasing costs. The General Partner’s review for impairment
includes a consideration of the existence of impairment indicators including
third-party appraisals, published values for similar assets, recent transactions
for similar assets, adverse changes in market conditions for specific asset
types and the occurrence of significant adverse changes in general industry and
market conditions that could affect the fair value of the asset.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with US GAAP requires the
General Partner to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities as of the date of the consolidated financial statements and the
reported amounts of revenue and expenses during the reporting period.
Significant estimates primarily include the determination of allowance for
doubtful accounts, depreciation and amortization, impairment losses, estimated
useful lives and residual values.  Actual results could differ from
those estimates.
 
 Recent
Accounting Pronouncements
 
 In
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 157, “Accounting for Fair Value Measurements” (“SFAS No. 157”). SFAS
No. 157 defines fair value, establishes a framework for measuring fair value,
and enhances fair value measurement disclosure and is effective for fiscal
years beginning after November 15, 2007 and interim periods within those fiscal
years. In February 2008, the FASB issued FASB Staff Position
(“FSP”) No. 157-2, “Effective Date of FASB Statement No. 157” (“FSP
157-2”). FSP 157-2 delayed the effective date of SFAS No. 157 for all
non-financial assets and non-financial liabilities, except for items that
are recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually), for fiscal years beginning after November
15, 2008. The measurement and disclosure requirements related to financial
assets and financial liabilities were adopted by the Partnership on January 1,
2008. The Partnership adopted FSP No. 157-2 on January 1, 2009.  The
adoption of SFAS No. 157 and FSP No. 157-2 for financial and non-financial
assets and financial and non-financial liabilities did not have a significant
impact on the consolidated financial statements.
 
 8
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
 
 (2)
              Summary
      of Significant Accounting Policies -
continued
 
 In April
2009, the FASB issued FSP No. 157-4, “Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability have Significantly Decreased and
Identifying Transactions that are Not Orderly” (“FSP 157-4”). FSP 157-4 provides
additional guidance for estimating fair value in accordance with SFAS No. 157
when the volume and level of activity for the asset or liability have
significantly decreased. Additionally, FSP 157-4 provides guidance on
identifying circumstances that indicate a transaction is not
orderly.   The FASB expanded the scope of FSP 157-4 to all assets
and liabilities measured at fair value.  FSP 157-4 is effective for
interim and annual reporting periods ending after June 15, 2009, and shall be
applied prospectively.  The General Partner is currently evaluating
the impact of FSP 157-4 on the Partnership’s consolidated financial
statements.
  In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(“APB”) 28-1, “Interim Disclosure about Fair Value of Financial Instruments”
(“FSP 107-1/APB 28-1”). FSP 107-1/APB 28-1 requires interim disclosures
regarding the fair values of financial instruments that are within the scope of
FAS 107, “Disclosures about the Fair Value of Financial Instruments.”
Additionally, FSP 107-1/APB 28-1 requires disclosure of the methods and
significant assumptions used to estimate the fair value of financial instruments
on an interim basis as well as changes of the methods and significant
assumptions from prior periods. FSP 107-1/APB 28-1 does not change the
accounting treatment for these financial instruments and is effective for
interim and annual reporting ending after June 15, 2009.
 
 (3)
              Net
      Investment in Finance Leases
 
 Net
investment in finance leases consisted of the following:
 March
      31,2009
                  
                  
                  December
      31,(unaudited)
                  
                  
                  2008Minimum
      rents receivable
                  
                  $
                  5,025,075
                  
                  
                  $
                  5,653,209Estimated
      residual value
                  
                  
                  1
                  
                  
                  
                  1Initial
      direct costs, net
                  
                  
                  33,096
                  
                  
                  
                  41,624Unearned
      income
                  
                  
                  (615,521
                  )
                  
                  
                  (774,148
                  )Net
      investment in finance leases
                  
                  
                  4,442,651
                  
                  
                  
                  4,920,686Less:  Current
      portion of netinvestment
      in finance leases
                  
                  
                  2,075,801
                  
                  
                  
                  2,009,175Net
      investment in finance leases,less
      current portion
                  
                  $
                  2,366,850
                  
                  
                  $
                  2,911,511
 
 Non-cancelable
minimum annual amounts due on investment in finance leases over the next three
years were as follows at March 31, 2009:
 
 For
      the period April 1 to December
      31, 2009
                              
                              $
                              1,884,404For
      the year ending December 31, 2010
                              
                              
                              2,512,538For
      the year ending December 31, 2011
                              
                              
                              628,133$
                              5,025,075
 
 9
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
 (4)
                Leased
      Equipment at Cost
 Leased
equipment at cost consisted of the following:
 March
      31,2009
                  
                  
                  December
      31,(unaudited)
                  
                  
                  2008Aircraft
      and aircraft related equipment
                  
                  $
                  79,305,087
                  
                  
                  $
                  79,305,087Less:
      Accumulated depreciation
                  
                  
                  (30,875,959
                  )
                  
                  
                  (29,921,414
                  )Less:
      Asset impairment
                  
                  
                  (3,888,367
                  )
                  
                  
                  (3,888,367
                  )$
                  44,540,761
                  
                  
                  $
                  45,495,306
 
 Depreciation expense was $954,545 and
$954,546 for the three months ended March 31, 2009 and 2008,
respectively.
 
 Aggregate
annual minimum future rentals receivable from the Partnership’s non-cancelable
lease consisted of the following at March 31, 2009:
 
 For
      the period April 1 to December 31, 2009
                        
                        $
                        4,905,000For
      the year ending December 31, 2010
                        
                        $
                        6,090,000For
      the year ending December 31, 2011
                        
                        $
                        4,455,000
  (5)
                Investments
      in Joint Ventures
 The
Partnership and one of its affiliates, ICON Income Fund Nine, LLC (“Fund
Nine”), an entity also managed and controlled by the General Partner,
formed a joint venture, discussed below, for the purpose of acquiring and
managing a leased aircraft.  The Partnership and the affiliate have
substantially identical investment objectives and participate on the same terms
and conditions.  The Partnership and the other member have a right of
first refusal to purchase the equipment, on a pro-rata basis, if the member
desires to sell its interests in the equipment or joint venture.
 
 ICON
Aircraft 126, LLC
 
 During
February 2002, the Partnership and 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 that
owns, through an owner trust, an Airbus A340-313X aircraft (“Aircraft 126”).
Aircraft 126 was subject to a lease with Cathay Pacific Airways Limited
(“Cathay”) at the time of purchase, which was consummated during March 2002. The
lease was initially scheduled to expire in March 2006, but has been extended to
July 1, 2011. The Partnership and Fund Nine each have ownership interests of
50.0% in ICON 126.
  10
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (5)
                Investments
      in Joint Ventures - continued
 Information
as to the results of operations of ICON 126 is summarized below:
 
 Three
      Months Ended March 31,(unaudited)2009
                  
                  
                  2008Revenue
                  
                  $
                  1,592,148
                  
                  
                  $
                  1,593,233Net
      loss
                  
                  $
                  (38,000
                  )
                  
                  $
                  (83,372
                  )Partnership's
      share of net loss
                  
                  $
                  (19,000
                  )
                  
                  $
                  (41,686
                  )
 
 (6)
              Non-Recourse
      Long-Term Debt
 
 The
aggregate maturities of non-recourse long-term debt consisted of the following
at March 31, 2009:
 
 For
      the period April 1 to December 31, 2009
                          
                          $
                          3,043,550For
      the year ending December 31, 2010
                          
                          
                          3,826,797For
      the year ending December 31, 2011
                          
                          
                          34,490,236$
                          41,360,583
  (7)
                Revolving
      Line of Credit, Recourse  -
continued
 The
Partnership and certain of its affiliates (entities sponsored and organized by
the General Partner) Fund Nine, ICON Income Fund Ten, LLC, ICON Leasing Fund
Eleven, LLC (“Fund Eleven”) and ICON Leasing Fund Twelve, LLC (collectively, the
“Borrowers”), are parties to a Commercial Loan Agreement, as amended (the “Loan
Agreement”), with California Bank & Trust (“CB&T”). The Loan Agreement
provides for a revolving line of credit of up to $30,000,000 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. At March 31, 2009, no amounts were accrued
related to the Partnership's joint and several obligations 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.
  11
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Consolidated Financial Statements
 March 31,
2009
 (unaudited)
  (7)
                  Revolving
      Line of Credit, Recourse  -
continued
 The
Facility expires on April 30, 2010 and the Borrowers may request a one year
extension to the revolving line of credit within 390 days of the expiration
date, but CB&T has no obligation to extend. The interest rate for general
advances under the Facility is CB&T’s prime rate and the interest rate on up
to five separate advances that are permitted to be made under the Facility is
the rate at which U.S. dollar deposits can be acquired by CB&T in the London
Interbank Eurocurrency Market plus 2.5% per year. The interest rate at March 31,
2009 was 3.25%. In addition, the Borrowers are obligated to pay a quarterly
commitment fee of 0.25% on unused commitments under the Facility.
 
 Aggregate
borrowings by all Borrowers under the Facility amounted to $6,785,000 at March
31, 2009. The balances of $1,185,000 and $5,600,000 were borrowed by the
Partnership and Fund Eleven, respectively. Subsequent to March 31, 2009, the
Partnership repaid $100,000, which reduced the
Partnership's outstanding loan balance to $1,085,000.
 
 Pursuant
to the Loan Agreement, the Borrowers are required to comply with
certain covenants.  At March 31, 2009, the Borrowers were in
compliance with all covenants.
  (8)
                Transactions
      with Related Parties
 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 recognized either directly by the Partnership or through its joint
ventures and (ii) acquisition fees, through the end of the reinvestment period,
of 3% of the financing amount of the Partnership’s
investments.  In addition, the General Partner was reimbursed for
certain 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 and other financing activities.  Such
services include, but are not limited to, 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, liaising 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 or its
affiliates that are necessary to the Partnership’s operations.  These costs
include the General Partner’s and its affiliates’ 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.
 
 Although
the General Partner continues to provide these services, effective May 1, 2006,
the General Partner waived its rights to all 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 of $3,029 for the three months ended March 31, 2009.
Additionally, the General Partner’s interest in the Partnership’s net loss for
the three months ended March 31, 2009 and 2008 was $114 and $2,593,
respectively.
   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 together with our unaudited
consolidated financial statements and related notes included elsewhere in this
Quarterly Report on Form 10-Q and the audited consolidated financial statements
and related notes included in our Annual Report on Form 10-K for the year ended
December 31, 2008.  This discussion should also be read in conjunction
with the disclosure below regarding “Forward-Looking Statements” and the “Risk
Factors” set forth in Item 1A of Part II herein.
  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,” “expect,” “continue,” “further,” “plan,” “seek,”
“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. We undertake no obligation to update publicly or review
any forward-looking statement, whether as a result of new information, future
developments or otherwise.
 
 Overview
 
 We operate as an equipment leasing program in which the capital our
partners invested was pooled together to make investments, pay fees and
establish a small reserve. We primarily acquired equipment subject to lease,
purchased equipment and leased it to third-party end users or financed equipment
for third parties and, to a lesser degree, acquired ownership rights to leased
equipment at lease expiration. Some of our equipment leases were acquired for
cash and provided current cash flow, which we refer to as “income” leases. For
our other equipment leases, we financed the majority of the purchase price
through borrowings from third parties. We refer to these leases as “growth”
leases. These growth leases generated little or no current cash flow because
substantially all rental payments received from the lessee were used to service
the indebtedness associated with acquiring or financing the lease. For these
leases, we anticipated that the future value of the leased equipment would
exceed the cash portion of the purchase price.
 
 Our General Partner is ICON Capital Corp. (our “General Partner”),
a Delaware Corporation. Our General Partner manages and controls our
business affairs, including, but not limited to, our equipment leases and other
financing transactions, under the terms of our amended and restated limited
partnership agreement (our “LP Agreement”). We began our liquidation period on
June 17, 2007.  During our liquidation period, we are selling and will
continue to sell our assets in the ordinary course of business. As we sell our
assets, both rental income and finance income will decrease over time as will
expenses related to our assets such as depreciation and amortization 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. We
will continue to liquidate our assets during this period and we expect to see a
reduction in revenue and expenses accordingly.
 
 
 13
 Table of Contents
 At March 31, 2009, our portfolio, which we hold either directly or
through joint ventures, consisted primarily of the following
investments:
 
 Telecommunications Equipment
 
 ·
              We own telecommunications equipment subject to a lease
      with Global Crossing Telecommunications, Inc. (“Global Crossing”).
      The lease is scheduled to expire on March 31,
  2011.
 
 Air Transportation Equipment
 
 ·
              We own one Airbus A340-313X aircraft (“Aircraft 123”) and
      have a 50% interest through a joint venture with ICON Income Fund Nine,
      LLC (“Fund Nine”), an entity also managed by our General Partner, in a
      second Airbus A340-313X aircraft (“Aircraft 126”).  Both
      aircraft are on lease to Cathay Pacific Airways Limited (“Cathay”), which
      are currently in lease extensions that are scheduled to expire on October
      1, 2011 and July 1, 2011,
respectively.
 
 Energy Equipment
 
 ·
              We have a 5.93% interest in the rights to the profits, losses
      and cash flows from an entity that owns a 50% interest in a mobile
      offshore drilling rig subject to a lease with Rowan Companies,
      Inc.
 
 Recent Significant Transactions
 
 None.
 
 Recent Accounting Pronouncements
 
 In September 2006, the Financial Accounting Standards Board
(“FASB”) issued Statement of Financial Accounting Standards (“SFAS”)
No. 157, “Accounting for Fair Value Measurements” (“SFAS No. 157”). SFAS
No. 157 defines fair value, establishes a framework for measuring fair value,
and enhances fair value measurement disclosure and is effective for fiscal years
beginning after November 15, 2007 and interim periods within those fiscal years.
In February 2008, the FASB issued FASB Staff Position (“FSP”) No.
157-2, “Effective Date of FASB Statement No. 157” (“FSP 157-2”). FSP
157-2 delayed the effective date of SFAS No. 157 for all non-financial
assets and non-financial liabilities, except for items that are recognized
or disclosed at fair value in the financial statements on a recurring basis (at
least annually), for fiscal years beginning after November 15, 2008. The
measurement and disclosure requirements related to financial assets and
financial liabilities were adopted by us on January 1, 2008. 
We adopted FSP No. 157-2 on January 1, 2009.  The adoption of
SFAS No. 157 and FSP No. 157-2 for financial and non-financial assets and
financial and non-financial liabilities did not have a significant impact on our
consolidated financial statements.
 
 In April 2009, the FASB
issued FSP No. 157-4, “Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability have Significantly Decreased and Identifying
Transactions that are Not Orderly” (“FSP 157-4”). FSP 157-4 provides additional
guidance for estimating fair value in accordance with SFAS No. 157 when the
volume and level of activity for the asset or liability have significantly
decreased. Additionally, FSP 157-4 provides guidance on identifying
circumstances that indicate a transaction is not orderly.   The
FASB expanded the scope of FSP 157-4 to all assets and liabilities measured at
fair value.  FSP 157-4 is effective for interim and annual reporting
periods ending after June 15, 2009, and shall be applied prospectively. Our
General Partner is currently evaluating the impact of FSP 157-4 on our
consolidated financial statements.
  In
April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board
(“APB”) 28-1, “Interim Disclosure about Fair Value of Financial Instruments”
(“FSP 107-1/APB 28-1”). FSP 107-1/APB 28-1 requires interim disclosures
regarding the fair values of financial instruments that are within the scope of
FAS 107, “Disclosures about the Fair Value of Financial Instruments.”
Additionally, FSP 107-1/APB 28-1 requires disclosure of the methods and
significant assumptions used to estimate the fair value of financial instruments
on an interim basis as well as changes of the methods and significant
assumptions from prior periods. FSP 107-1/APB 28-1 does not change the
accounting treatment for these financial instruments and is effective for
interim and annual reporting ending after June 15, 2009.
 
  14
 Table of Contents
 
 
 Results of Operations for the Three Months Ended March 31, 2009
(the “2009 Quarter”) and 2008 (the “2008 Quarter”)
 
 Revenue for the 2009 Quarter and 2008 Quarter are summarized as
follows:
 
 Three Months Ended March
      31,2009
                  
                  
                  2008
                  
                  
                  ChangeRental income
                  
                  $
                  1,594,091
                  
                  
                  $
                  1,594,091
                  
                  
                  $
                  -Finance income
                  
                  
                  158,627
                  
                  
                  
                  219,856
                  
                  
                  
                  (61,229
                  )Loss from investments in joint
    ventures
                  
                  
                  (19,000
                  )
                  
                  
                  (41,686
                  )
                  
                  
                  22,686Interest and other income
                  
                  
                  -
                  
                  
                  
                  320
                  
                  
                  
                  (320
                  )Total revenue
                  
                  $
                  1,733,718
                  
                  
                  $
                  1,772,581
                  
                  
                  $
                  (38,863
                  )
 
 Total revenue for the 2009 Quarter decreased $38,863, or 2.2%, as
compared to the 2008 Quarter. The decrease in finance income will continue as
the Global Crossing lease matures. The decrease in our loss from investments in
joint ventures was primarily due to the decrease in the net loss recorded by
ICON Aircraft 126 LLC (“ICON 126”) as a result of a decrease in interest and
other operating expenses.
 
 Expenses for the 2009 Quarter and the 2008 Quarter are summarized
as follows:
 
 Three Months Ended March
      31,2009
                  
                  
                  2008
                  
                  
                  ChangeDepreciation and amortization
                  
                  $
                  963,074
                  
                  
                  $
                  967,884
                  
                  
                  $
                  (4,810
                  )Interest
                  
                  
                  648,552
                  
                  
                  
                  720,003
                  
                  
                  
                  (71,451
                  )General and administrative
                  
                  
                  133,512
                  
                  
                  
                  343,978
                  
                  
                  
                  (210,466
                  )Total expenses
                  
                  $
                  1,745,138
                  
                  
                  $
                  2,031,865
                  
                  
                  $
                  (286,727
                  )
 
 Total expenses for the 2009 Quarter decreased $286,727, or 14.1%,
as compared to the 2008 Quarter. The decrease in interest expense is due to the
pay down of a portion of our non-recourse debt. The decrease in general and
administrative expense was primarily due to a reduction in professional fees and
certain State income tax expenses.
 
 Net Loss
 
 As a result of the foregoing factors, the net loss for the 2009
Quarter and 2008 Quarter was $11,420 and $259,284, respectively. Net loss
per weighted average unit of limited partnership interests for the 2009 Quarter
and 2008 Quarter was $0.02 and $0.35, respectively.
 
  15
 Table of Contents
 
 Financial
Condition
 This section discusses the major balance sheet variances at March
31, 2009, as compared to December 31, 2008.
 
 
 Total Assets
 Total assets decreased $1,367,453, from $53,205,647 at
December 31, 2008 to $51,838,194 at March 31, 2009. The decrease was
primarily due to the depreciation of our leased equipment of $954,545,
distributions paid to our partners of $302,883 and the decrease in our net
investment in finance lease of $478,035 as a result of the collection of rents
receivable from our finance lease with Global Crossing of $628,133. The decrease
in total assets was partially offset by the recognition of unearned income of
$158,627 during the 2009 Quarter.
 
 
 Current Assets
 Current assets increased $158,478, from
$2,245,054 at December 31, 2008 to $2,403,532 at March 31,
2009. The increase was primarily due to an increase in cash and cash
equivalents and an increase in the current portion of our finance lease with
Global Crossing during the 2009 Quarter.
 
 Total Liabilities
 
 Total liabilities decreased $1,053,150, from
$44,461,169 at December 31, 2008 to $43,408,019 at March 31,
2009. The decrease was primarily due to the repayment of a portion of the
outstanding balance on the non-recourse debt obligation related to Aircraft
123.
 
 Current Liabilities
 
 Current liabilities increased $1,416, from
$6,144,136 at December 31, 2008 to $6,145,552 at March 31,
2009.  The increase was primarily due to an increase in the current
portion of our non-recourse debt obligation and an increase in deferred
revenue related to Aircraft 123, offset by a reduction in accrued expenses
and other current liabilities.
 
 Partners’ Equity
 
 Partners’ equity
decreased $314,303, from $8,744,478 at December 31, 2008 to
$8,430,175 at March 31, 2009. During our liquidation period, we have
distributed substantially all of the distributable cash from operations and
equipment sales to our partners. We also recorded a net loss during the 2009
Quarter.
 
 
 Liquidity and Capital Resources
 Cash Flow Summary
 
 At March 31, 2009 and December 31, 2008, we had cash and cash
equivalents of $287,658 and $167,128, respectively. During our liquidation
period, our main source of cash is expected to be from operating and investing
activities from the sale or disposal of our assets. Our main use of cash during
the liquidation period is expected to be from financing activities in the form
of cash distributions to our partners.
  Operating Activities
 
 Sources of Cash
 
 Sources of cash from operating activities decreased $33,135, from
$456,548 in the 2008 Quarter to $423,413 in the 2009 Quarter. The decrease was
due to the reduction in overall lease activity during our liquidation
period.
   16
 Table of Contents
  Investing Activities
 
 Uses of Cash
 
 Uses of cash in investing activities decreased from $7,500 in the
2008 Quarter to $0 in the 2009 Quarter. The decrease was due to the absence of
any purchase of additional equipment or additional investments in joint ventures
during the 2009 Quarter as we are in our liquidation period.
 
 Financing Activities
 
 Uses of
Cash
 
 Uses of cash in financing activities decreased $214,851, from
$517,734 in the 2008 Quarter to $302,883 in the 2009 Quarter. The decrease was
primarily due to a reduction in the distributions paid to our partners in the
2009 Quarter. During the 2009 Quarter and 2008 Quarter, we paid distributions to
our partners of $302,883, and $514,261, respectively.
 
 Liquidity
 
 Non-Recourse Debt
 
 At March 31, 2009, we had a non-recourse debt obligation that was
being paid directly to the lender by the lessee and was accruing interest at
6.1095% per year. The debt matures on October 1, 2011 and has a balloon payment
of approximately $32,000,000 at maturity. The outstanding balance of our
non-recourse debt was $41,360,583 at March 31, 2009.
 
 Our General Partner believes that with the cash we currently have
available, the cash being generated from our remaining leases, and the proceeds
from equipment and asset sales, is sufficient to continue our operations into
the foreseeable future. We have the ability to borrow additional funds under our
revolving line of credit (see Note 7 to our consolidated financial statements),
if necessary. However, our ability to generate cash in the future is subject to
general economic, financial, competitive, regulatory and other factors that
affect us and our lessees’ businesses that are beyond our
control.
 
 Distributions
 
 During our liquidation period, our primary use of cash has been,
and we expect will continue to be, distributions to our partners. We, at our
General Partner’s discretion, paid monthly distributions to each of our partners
beginning the first month after each such partner was admitted through the end
of our reinvestment period, which was on June 17, 2007. During the liquidation
period, we plan to make distributions in accordance with the terms of our LP
Agreement. We expect that distributions made during the liquidation period will
vary, depending on the timing of the sale of our assets, our receipt of rental
income, and income from our investments. We paid distributions to our limited
partners and our General Partner during the 2009 Quarter of $299,854 and $3,029,
respectively.
 
 Commitments and Contingencies and Off-Balance Sheet
Transactions
 
 Commitments and Contingencies
 
 At March 31, 2009, we had both non-recourse and recourse debt
obligations. The lender has a security interest in equipment relating to each
non-recourse debt instrument and an assignment of the rental payments under the
lease associated with the equipment. In that case, the lender is being paid
directly by the lessee. If the lessee defaults on the lease, the equipment would
be returned to the lender in extinguishment of the non-recourse debt. At March
31, 2009, our outstanding non-recourse debt obligations were $41,360,583. We are
a party to the revolving line of credit, as discussed in the Financing and
Borrowings section above. We had $1,185,000 of borrowings under the revolving
line of credit at March 31, 2009.
 
 Off-Balance Sheet Transactions
 
 None.
   17
 Table of Contents
 
 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. There were no other material changes to the disclosure related to
these items since the filing of our Annual Report on Form 10-K for the year
ended December 31, 2008.
 
 We
currently have two outstanding notes payable, one of which is non-recourse debt
and the other is associated with our recourse revolving line of
credit.  Due to the fixed nature of the non-recourse debt, the
conditions in the credit markets as of March 31, 2009 have not had any impact on
us. With respect to our revolving line of credit, which is subject to a variable
interest rate, our General Partner has evaluated the impact of the conditions of
the credit markets on the outstanding balance and has determined that it will
not have any material impact on us.  Furthermore, we are currently in
our liquidation period and, therefore, as we have no current intentions of
obtaining additional external financing or refinancing our existing
indebtedness, we do not expect any adverse impact on our cash flows should
credit conditions in general remain the same or deteriorate
further.
 
 In
general, we managed our exposure to interest rate risk by obtaining fixed rate
debt. The fixed rate debt was 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 each lease are assigned to the lender in satisfaction of the
debt.
 
 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 equipment.
 
 Item 4T. Controls and Procedures
 
 Evaluation of disclosure controls
and procedures
 
 In
connection with the preparation of this Quarterly Report on Form 10-Q for the
three months ended March 31, 2009, as well as the financial statements for our
General Partner, our General Partner carried out an evaluation, under the
supervision and with the participation of the management of our General Partner,
including its Co-Chief Executive Officers and Chief Financial 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 Co-Chief Executive Officers and the Chief Financial Officer
concluded that our General Partner’s disclosure controls and procedures were
effective.
 
 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.
 
 Evaluation
of internal control over financial reporting
 
 There
have been no changes in our internal control over financial reporting during the
three months ended March 31, 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
   18
 Table of Contents
 
 
 PART II - OTHER INFORMATION
 
 Item
1. Legal Proceedings
 
 In the
ordinary course of conducting our business, we may be subject to 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. We are not aware of
any material legal proceedings that are currently pending 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,
2008.
 
 Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
 
 There
were no units of limited partnership interests sold or redeemed during the three
months ended March 31, 2009.
 
 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 three months
ended March 31, 2009.
 
 Item 5. Other Information
 
 Not
applicable.




19
 Table of Contents








Item 6. Exhibits





3.1
            Amended
      and Restated Agreement of Limited Partnership of Registrant (Incorporated
      by reference to Exhibit 4.1 to Registrant’s Post-Effective Amendment No. 6
      to Form S-1 Registration Statement No. 333-54011 dated May 19,
      2000).4.1
            Certificate
      of Limited Partnership of Registrant (Incorporated by reference to Exhibit
      4.3 to Registrant’s Post-Effective Amendment No. 6 Form S-1 Registration
      Statement No. 333-54011 dated May 19,
2000).10.1
            Commercial
      Loan Agreement, by and between California Bank & Trust, ICON Income
      Fund Eight B L.P.,  ICON Income Fund Nine, LLC; ICON Income Fund
      Ten, LLC and ICON Leasing Fund Eleven, LLC, dated August 31, 2005
      (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report
      on Form 8-K dated August 31, 2005).10.2
            Loan
      Modification Agreement, by and between California Bank & Trust and
      ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC, ICON Income
      Fund Ten, LLC and ICON Leasing Fund Eleven, LLC, dated December 26, 2006
      (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report
      on Form 8-K dated December 29, 2006).10.3
            Loan
      Modification Agreement dated as of May 1, 2008 between California Bank
      & Trust and ICON Income Fund Eight B L.P., ICON Income Fund Nine, LLC,
      ICON Income Fund Ten, LLC and ICON Leasing Fund Eleven, LLC and ICON
      Leasing Fund Twelve, LLC (Incorporated by reference to Exhibit 10.4 to
      Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31,
      2008, filed May 15, 2008).31.1
            Rule
      13a-14(a)/15d-14(a). Certification of Co-Chief Executive
      Officer.31.2
            Rule
      13a-14(a)/15d-14(a). Certification of Co-Chief Executive
      Officer.31.3
            Rule
      13a-14(a)/15d-14(a). Certification of Chief Financial
    Officer.32.1
            Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
            Certification
      of Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.3
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.





20
 Table of Contents






SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacity and on the dates indicated.





File No.
333-37504


ICON
Capital Corp.


General
Partner of the Registrant





May 13,
2009





/s/
      Mark GattoMark
      GattoCo-Chief
      Executive Officer and Co-President
              (Co-Principal
      Executive Officer)






May 13,
2009





/s/
      Michael A. ReisnerMichael
      A. ReisnerCo-Chief
      Executive Officer and Co-President
              (Co-Principal
      Executive Officer)






May 13,
2009





/s/
      Anthony J. BrancaAnthony
      J. BrancaChief
      Financial Officer
              (Principal
      Accounting and Financial
Officer)




21