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, 2008





[  ]           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, 4thFloor, New York, New York
            10011-1505(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.  [x]
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 limited partnership units of the registrant on April 30, 2008 is
740,380.
















ICON Income Fund Eight B L.P.
              Table
      of ContentsPART I - FINANCIAL INFORMATION
            PageItem 1.  Condensed Consolidated Financial
      Statements
            1Condensed Consolidated Balance Sheets
            1Condensed Consolidated Statements of
      Operations
            2Condensed Consolidated Statement of Changes in Partners’
      Equity
            3Condensed Consolidated Statements of Cash
      Flows
            4Notes to Condensed Consolidated Financial
      Statements
            6Item 2. General Partner’s Discussion and Analysis of
      Financial Condition and Results of Operations
            15Item 3. Quantitative and Qualitative Disclosures About
      Market Risk
            21Item 4T. Controls and Procedures
            22PART II – OTHER INFORMATIONItem 1. Legal Proceedings
            
            23Item 1A.   Risk
Factors
            
            23Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
            23Item 3. Defaults Upon Senior
Securities
            23Item 4. Submission of Matters to a Vote of Security
      Holders
            23Item 5. Other Information
            
            23Item 6. Exhibits
            
            24Signatures
            
            25




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 SheetsAssetsMarch
      31,2008
            
            
            December
      31,(unaudited)
            
            
            2007Current
      assetsCash
      and cash equivalents
            
            $
            345,470
            
            
            $
            414,156Current
      portion of net investment in finance lease
            
            
            1,822,710
            
            
            
            1,764,768Other
      current assets
            
            
            28,450
            
            
            
            4,786Total
      current assets
            
            
            2,196,630
            
            
            
            2,183,710Non-current
      assetsNet
      investment in finance lease, less current portion
            
            
            4,442,651
            
            
            
            4,920,691Leased
      equipment at cost (less accumulated depreciationof
      $27,057,778 and $26,103,232, respectively)
            
            
            52,247,309
            
            
            
            53,201,855Investment
      in joint venture
            
            
            3,379,319
            
            
            
            3,413,505Other
      non-current assets, net
            
            
            1,372,793
            
            
            
            1,393,460Total
      non-current assets
            
            
            61,442,072
            
            
            
            62,929,511Total
      Assets
            
            $
            63,638,702
            
            
            $
            65,113,221Liabilities
      and Partners' EquityCurrent
      liabilitiesCurrent
      portion of non-recourse long-term debt
            
            $
            3,854,382
            
            
            $
            3,795,917Revolving
      line of credit, recourse
            
            
            1,255,000
            
            
            
            1,255,000Deferred
      rental income
            
            
            327,273
            
            
            
            286,364Due
      to affiliates
            
            
            143,070
            
            
            
            143,070Accrued
      expenses and other liabilities
            
            
            428,440
            
            
            
            239,595Total
      current liabilities
            
            
            6,008,165
            
            
            
            5,719,946Non-current
      liabilitiesNon-recourse
      long-term debt, net of current portion
            
            
            41,360,583
            
            
            
            42,346,303Total
      Liabilities
            
            
            47,368,748
            
            
            
            48,066,249Commitments
      and contingenciesPartners'
      EquityGeneral
      Partner
            
            
            (486,360
            )
            
            
            (478,624
            )Limited
      Partners
            
            
            16,756,314
            
            
            
            17,525,596Total
      Partners' Equity
            
            
            16,269,954
            
            
            
            17,046,972Total
      Liabilities and Partners' Equity
            
            $
            63,638,702
            
            
            $
            65,113,221







See accompanying notes to condensed consolidated financial
statements


1
 Table of Contents





ICON Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Condensed
      Consolidated Statements of Operations(unaudited)Three Months Ended March
31,2008
            
            
            2007Revenue:Rental
      income
            
            $
            1,594,091
            
            
            $
            3,519,785Finance
      income
            
            
            219,856
            
            
            
            -Loss
      from investments in joint ventures
            
            
            (41,686
            )
            
            
            (79,607
            )Net
      loss on sales of equipment
            
            
            -
            
            
            
            (939,072
            )Interest
      and other income
            
            
            320
            
            
            
            14,992Total
      revenue
            
            
            1,772,581
            
            
            
            2,516,098Expenses:Depreciation
      and amortization
            
            
            967,884
            
            
            
            1,582,100Interest
            
            
            720,003
            
            
            
            859,866General
      and administrative
            
            
            343,978
            
            
            
            167,248Total
      expenses
            
            
            2,031,865
            
            
            
            2,609,214Loss
      before Minority Interest
            
            
            (259,284
            )
            
            
            (93,116
            )Minority
      interest
            
            
            -
            
            
            
            (23,181
            )Net
      loss
            
            $
            (259,284
            )
            
            $
            (116,297
            )Net
      loss allocable to:Limited
      Partners
            
            $
            (256,691
            )
            
            $
            (115,134
            )General
      Partner
            
            
            (2,593
            )
            
            
            (1,163
            )$
            (259,284
            )
            
            $
            (116,297
            )Weighted
      average number of limitedpartnership
      units outstanding
            
            
            740,503
            
            
            
            741,530Net
      loss per weighted averagelimited
      partnership units
            
            $
            (0.35
            )
            
            $
            (0.16
            )







See accompanying notes to condensed consolidated financial
statements


2
 Table of Contents





ICON Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Condensed
      Consolidated Statement of Changes in Partners' EquityLimitedPartnership
            
            
            
            
            
            
            
            
            TotalUnits
            
            
            Limited
            
            
            General
            
            
            Partners'Outstanding
            
            
            Partners'
            
            
            Partner
            
            
            EquityBalance,
      December 31, 2007
            
            
            740,530
            
            
            $
            17,525,596
            
            
            $
            (478,624
            )
            
            $
            17,046,972Limited
      partnership units redeemed
            
            
            (150
            )
            
            
            (3,473
            )
            
            
            -
            
            
            
            (3,473
            )Cash
      distributions to partners
            
            
            -
            
            
            
            (509,118
            )
            
            
            (5,143
            )
            
            
            (514,261
            )Net
      loss
            
            
            -
            
            
            
            (256,691
            )
            
            
            (2,593
            )
            
            
            (259,284
            )Period
      ended March 31, 2008 (unaudited)
            
            
            740,380
            
            
            $
            16,756,314
            
            
            $
            (486,360
            )
            
            $
            16,269,954







See accompanying notes to condensed consolidated financial
statements


3
 Table of Contents








ICON Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Condensed
      Consolidated Statements of Cash Flows(unaudited)Three Months Ended March
31,2008
            
            
            2007Cash
      flows from operating activities:Net
      loss
            
            $
            (259,284
            )
            
            $
            (116,297
            )Adjustments
      to reconcile net loss to net cash provided byoperating
      activities:Rental
      income paid directly to lenders by lessees
            
            
            (1,635,000
            )
            
            
            (4,550,600
            )Finance
      income
            
            
            (219,856
            )
            
            
            -Net
      loss on sales of equipment
            
            
            -
            
            
            
            939,072Loss
      from investments in joint ventures
            
            
            41,686
            
            
            
            79,607Depreciation
      and amortization
            
            
            967,884
            
            
            
            1,579,134Interest
      expense on non-recourse financing paid directly to lenders by
      lessees
            
            
            707,745
            
            
            
            795,972Interest
      expense from amortization of debt financing costs
            
            
            3,124
            
            
            
            2,966Minority
      interest
            
            
            -
            
            
            
            23,181Changes
      in operating assets and liabilities:Collection
      of finance lease
            
            
            628,134
            
            
            
            67,973Other
      assets
            
            
            (7,639
            )
            
            
            257,429Deferred
      rental income
            
            
            40,909
            
            
            
            1,357,855Accrued
      expenses and other liabilities
            
            
            188,845
            
            
            
            (186,406
            )Net
      cash provided by operating activities
            
            
            456,548
            
            
            
            249,886Cash
      flows from investing activities:Distributions
      received from joint ventures
            
            
            -
            
            
            
            639,000Proceeds
      from sales of equipment
            
            
            -
            
            
            
            5,729,100Purchase
      of equipment
            
            
            -
            
            
            
            (7,754,746
            )Cash
      investment in joint ventures
            
            
            (7,500
            )
            
            
            (4,610
            )Net
      cash used in investing activities
            
            
            (7,500
            )
            
            
            (1,391,256
            )Cash
      flows from financing activities:Cash
      distributions to partners
            
            
            (514,261
            )
            
            
            (1,498,041
            )Proceeds
      from revolving line of credit
            
            
            -
            
            
            
            3,510,000Distributions
      paid to minority interest holders
            
            
            -
            
            
            
            (557,332
            )Redemption
      of limited partnership units
            
            
            (3,473
            )
            
            
            -Net
      cash (used in) provided by financing activities
            
            
            (517,734
            )
            
            
            1,454,627Net
      (decrease) increase in cash and cash equivalents
            
            
            (68,686
            )
            
            
            313,257Cash
      and cash equivalents, beginning of the period
            
            
            414,156
            
            
            
            888,290Cash
      and cash equivalents, end of the period
            
            $
            345,470
            
            
            $
            1,201,547







See accompanying notes to condensed consolidated financial
statements


4
 Table of Contents








ICON
      Income Fund Eight B L.P.(A
      Delaware Limited Partnership)Condensed
      Consolidated Statements of Cash Flows(unaudited)Three Months Ended March
31,2008
            
            
            2007Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
            
            $
            21,527
            
            
            $
            63,894Supplemental
      disclosure of non-cash investing and financing activities:Principal
      and interest paid directly to lenders by lessees
            
            $
            1,635,000
            
            
            $
            4,550,600Payment
      of maintenance costs
            
            $
            -
            
            
            $
            1,546,000




See accompanying notes to condensed consolidated financial
statements


5
 Table of Contents
 ICON Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (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 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 Form
10-Q.  Accordingly, they do not include all of the information and
footnotes required by US GAAP for complete financial statements.  In
the opinion of ICON Capital Corp. (the “General Partner”), all adjustments
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 Annual Report on Form 10-K for the year ended
December 31, 2007.  The results for the interim period are not
necessarily indicative of the results for the full year.





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





The
Partnership accounts for its non-controlling 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’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 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, at the General Partner’s discretion, 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.




6
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)


(2)
            Organization
      – continued





The
General Partner was originally formed as a Connecticut
corporation.  Effective June 1, 2007, the General Partner was
re-incorporated as a Delaware corporation. The General Partner manages and
controls the business affairs of the Partnership, including, but not limited to,
the equipment leases and financing transactions that the Partnership enters into
under the terms of the Partnership’s amended and restated limited partnership
agreement (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 invested most of the net proceeds from its offering in equipment
subject to leases, equipment financing transactions and residual ownership
rights in leased equipment. 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 was not needed for expenses,
reserves and distributions to partners. The investment in additional equipment
in this manner is called "reinvestment.”





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 distributable cash from operations
and equipment sales to the limited 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.





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 contribution 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 contribution account. After such time, distributions will be allocated
90% to the limited partners and 10% to the General Partner.





(3)
            Summary
      of Significant Accounting Policies





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 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 determination of allowance for
doubtful accounts, depreciation and amortization, impairment losses,
estimated useful lives and residual values. Actual results could differ from
those estimates.





Reclassifications





Certain reclassifications have been
made to the accompanying condensed consolidated financial statements in prior
periods to conform to the current period presentation.




7
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(3)
            Summary
      of Significant Accounting Policies -
continued





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 Measurement” (“SFAS No. 157”).  SFAS No. 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and establishes a hierarchy that
categorizes and prioritizes the sources to be used to estimate fair value. SFAS
No. 157 also expands financial statement disclosures about fair value
measurements. On February 14, 2008, the FASB issued FASB Staff Position SFAS No.
157-1, which amends SFAS No. 157 to exclude SFAS No. 13, “Accounting for
Leases” and other accounting pronouncements that address fair value measurements
of leases from the provisions of SFAS No. 157.  SFAS No. 157 is
effective for the Partnership beginning January 1, 2008. The General Partner
assessed the impact of SFAS No. 157 and concluded that there is no impact to the
financials or the notes to the financials.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities—Including an Amendment of SFAS
No. 115” (“SFAS No. 159”), which permits but does not require us to measure
financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been elected are
reported in earnings.  This statement is effective for the Partnership
beginning January 1, 2008.  The General Partner assessed the impact of
SFAS No. 159 and concluded that there is no impact to the financials or the
notes to the financials.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements—an Amendment of ARB No. 51” (“SFAS No.
160”). SFAS No. 160 establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the retained interest and gain
or loss when a subsidiary is deconsolidated. This statement is effective for the
Partnership’s financial statements issued for fiscal years beginning on or after
December 15, 2008 with earlier adoption prohibited. The General
Partner is currently evaluating the impact of SFAS No. 160 on
the Partnership’s consolidated financial statements.




8
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)




(4)
            Net
      Investment in Finance Lease





Net
investment in finance lease consisted of the following at March 31, 2008 and
December 31, 2007:





March
      31,2008
            
            
            December
      31,(unaudited)
            
            
            2007Minimum
      rents receivable
            
            $
            7,537,613
            
            
            $
            8,165,747Estimated
      residual value
            
            
            1
            
            
            
            1Initial
      direct costs, net
            
            
            72,292
            
            
            
            84,113Unearned
      income
            
            
            (1,344,545
            )
            
            
            (1,564,402
            )Net
      investment in finance lease
            
            
            6,265,361
            
            
            
            6,685,459Less:  Current
      portion of netinvestment
      in finance lease
            
            
            1,822,710
            
            
            
            1,764,768Net
      investment in finance lease,less
      current portion
            
            $
            4,442,651
            
            
            $
            4,920,691





Non-cancelable
minimum annual amounts due on investment in finance lease over the next five
years were as follows at March 31, 2008:





Years  EndingDecember 31,For
      April 1 to December 31, 2008
            
            $
            1,884,4032009
            
            
            2,512,5382010
            
            
            2,512,5382011
            
            
            628,134$
            7,537,613




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”). 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 $254,100 and
recognized a gain on the sale of the equipment of approximately
$111,000.





The
Partnership had an investment in a finance lease with Regus Business Centre
Corp. ("Regus"), which leased office, telecommunications and computer equipment
from the Partnership under the terms of a finance lease since August 2000. On
February 28, 2007, the lease expired and Regus purchased the equipment for $1,
as provided for in the amended lease.





On March
30, 2007, the Partnership purchased telecommunications equipment totaling
approximately $7,755,000 from various vendors, which was leased to Global
Crossing Telecommunications, Inc. on April 1, 2007.  The lease expires
on March 31, 2011. An initial direct cost of approximately $124,000 was incurred
as part of the purchase. The General Partner did not take any acquisition fees
on the purchase.





9
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(5)
            Leased
      Equipment at Cost





Investments
in leased equipment at cost consisted of the following at March 31, 2008 and at
December 31, 2007:





March
      31,2008
            
            
            December
      31,(unaudited)
            
            
            2007Aircraft
      and aircraft related equipment
            
            $
            79,305,087
            
            
            $
            79,305,087Accumulated
      depreciation
            
            
            (27,057,778
            )
            
            
            (26,103,232
            )$
            52,247,309
            
            
            $
            53,201,855





Depreciation expense was $954,546 and
$1,574,335 for the period ended March 31, 2008 and 2007,
respectively.





ICON
Aircraft 47820 LLC (“Aircraft 47820”) was a joint venture between the
Partnership and ICON Income Fund Nine, LLC (“Fund Nine”), an entity also managed
by the General Partner, whose ownership interests were 90% and 10%,
respectively. Aircraft 47820 was formed 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 Federal Express Corporation (“FedEx”). On
March 30, 2007, Aircraft 47820 sold the Aircraft and engines to FedEx for
$5,475,000. The Partnership recognized a loss on the sale of the Aircraft and
engines of approximately $1,025,000 in the first quarter of 2007.





On August
8, 2007, the Partnership sold all of its rights in five Pratt and Whitney 2037
aircraft engine modules on lease to American Airlines, Inc. (formerly TWA
Airlines LLC), to an unaffiliated third party for a gross sales price of
$6,050,000.  In connection with the sale, the Partnership incurred
legal fees and sales commissions of approximately $331,000; relinquished
previously collected security deposits and prepaid rent related to the engine
modules of approximately $172,000; and recorded net proceeds of approximately
$5,547,000 and a gain on sale of approximately $1,042,000.





Aggregate
annual minimum future rentals receivable from each of the Partnership’s
non-cancelable operating leases consisted of the following at March 31,
2008:





Years  EndingDecember 31,For
      April 1 to December 31, 2008
            
            $
            4,905,0002009
            
            $
            6,540,0002010
            
            $
            6,090,0002011
            
            $
            4,455,000





10
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(6)
            Investments
      in Joint Ventures







ICON
Aircraft 46835 LLC


ICON
Aircraft 46835 LLC (“Aircraft 46835”) was a joint venture between the
Partnership and Fund Nine, whose ownership interests were 15% and 85%,
respectively. Aircraft 46835 was formed for the purpose of acquiring an
investment in a McDonnell Douglas DC-10-30F aircraft (the “Aircraft”) on lease
with FedEx. On March 30, 2007, Aircraft 46835 sold the Aircraft to FedEx for
$4,260,000 and recognized a loss on the sale of the Aircraft of approximately
$640,000. The final lease payment was paid to the lender, satisfying all
remaining debt obligations.





ICON SPK
2023-A, LLC





ICON SPK
2023-A, LLC (“ICON SPK”) was a joint venture between the Partnership and Fund
Nine, whose ownership interests were 74.87% and 25.13%, respectively. During the
second quarter of 2007, ICON SPK sold all of its remaining equipment to a third
party.





ICON
Cheyenne, LLC





ICON
Cheyenne, LLC (“ICON Cheyenne”) was a joint venture among the Partnership, ICON
Cash Flow Partners L.P. Seven and ICON Income Fund Eight A L.P., entities also
managed by the General Partner, which had ownership interests of 97.73%, 1.27%,
and 1.00%, respectively. During the second quarter of 2007, ICON Cheyenne sold
all of its remaining equipment to a third party.





ICON
Aircraft 126, LLC





ICON
Aircraft 126, LLC (“ICON 126”) is a joint venture between the Partnership and
Fund Nine, which was formed for the purpose of acquiring all of the outstanding
shares of Delta Aircraft Leasing Limited, a Cayman Islands registered company
that owns, through an owner trust, an Airbus A340-313X aircraft that is on lease
to Cathay Pacific Airways Limited. The lease is scheduled to expire on July 1,
2011.  The Partnership and Fund Nine each have interests of 50% in
ICON 126.





On
January 30, 2007, ICON 126 paid approximately $143,000 in maintenance costs from
the remaining balance in its maintenance account on behalf of ICON Aircraft 123,
LLC (“ICON 123”), a wholly-owned subsidiary of the Partnership.  ICON
123 will reimburse ICON 126 for the maintenance shortfall when the aircraft in
ICON 123 is sold.





11
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)




(6)
            Investments
      in Joint Ventures - continued





Information
as to the financial position and results of operations of ICON 126 at March 31,
2008 and December 31, 2007 and for the three months ended March 31, 2008 and
2007 are summarized below:





March
      31,2008
            
            
            December
      31,(unaudited)
            
            
            2007Assets
            
            $
            52,352,219
            
            
            $
            53,320,823Liabilities
            
            $
            45,593,584
            
            
            $
            46,493,816Equity
            
            $
            6,758,635
            
            
            $
            6,827,007Partnership's
      share of equity
            
            $
            3,379,318
            
            
            $
            3,413,504Contributions
            
            $
            7,500
            
            
            $
            11,415Three
      Months Ended March 31,(unaudited)2008
            
            
            2007Net
      loss
            
            $
            (83,372
            )
            
            $
            (184,308
            )Partnership's
      share of net loss
            
            $
            (41,686
            )
            
            $
            (92,154
            )








(7)
            Non-Recourse
      Long-Term Debt





The
Partnership’s non-recourse debt 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, 2008 and December 31, 2007 was $45,214,965 and
$46,142,220, respectively.





The
Partnership had another non-recourse long-term debt obligation in connection
with Aircraft 47820 which was also paid directly to the lender by the lessee.
The debt 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 and engines on March 30, 2007 (see Note 5), satisfying all remaining
debt obligations.





(8)
            Revolving
      Line of Credit, Recourse





The
Partnership, along with Fund Nine, ICON Income Fund Ten, LLC (“Fund Ten”), ICON
Leasing Fund Eleven, LLC (“Fund Eleven”), and ICON Leasing Fund Twelve, LLC
(“Fund Twelve”) (entities sponsored and organized by the General Partner
-  collectively, the “Borrowers”) are parties to a Commercial Loan
Agreement (the “Loan Agreement”) with California Bank & Trust (the
“Lender”). The Loan Agreement originally provided 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.





12
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(8)
            Revolving
      Line of Credit, Recourse -
continued





The
Facility was originally set to expire on September 30, 2008 and established (i)
the interest rate for advances under the Facility at 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 which United States dollar deposits can be acquired
by the Lender at the London Interbank Eurocurrency Market Rate (“LIBOR”) plus 2.5%. The
interest rate at March 31, 2008 was 5.25%.





The
Borrowers were in compliance with the covenants under the Loan Agreement at
March 31, 2008.





Aggregate
borrowings by all Borrowers under the Facility amounted to $4,255,000 at March
31, 2008. The Partnership had $1,255,000 in borrowings outstanding under the
Facility as of such date.  The balance of $3,000,000 relates to
borrowings by Fund Ten. Subsequent to March 31, 2008, Fund Ten repaid the
outstanding $3,000,000 balance.





On May 1,
2008, the Borrowers entered into a Loan Modification Agreement. The agreement
increased the revolving line of credit up to $30,000,000 and extended the
expiration date to April 30, 2010. The Borrowers may request a one year
extension to the revolving line of credit within 390 days of the expiration
date, but the Lender has no obligation to extend. The quarterly commitment fee
of 0.5% was reduced to 0.25% on unused commitments under the
Facility.






(9)
            Transactions
      with Related Parties





Prior to
May 1, 2006 and 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
reinvestment period, of 3% of the gross value of the Partnership’s acquisition
transactions.  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 financing 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 that are
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 or expenses for rent, depreciation or utilities of the
General Partner.





Although
the General Partner continues to provide these services, effective May 1, 2006,
the General Partner waived its rights to future management fees and
administrative expense reimbursements.





13
 Table of Contents
 ICON
Income Fund Eight B L.P.
 (A
Delaware Limited Partnership)
 Notes to
Condensed Consolidated Financial Statements
 March 31,
2008
 (unaudited)





(9)
            Transactions
      with Related Parties - continued





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 $5,143 for the three months ended March 31,
2008.  The General Partner’s interest in the Partnership’s net loss
for the three months ended March 31, 2008 and 2007 was $2,593 and $1,163,
respectively.





In
January 2007, ICON 123 repaid outstanding maintenance costs of approximately
$1,546,000 with the balance in its reserve account of approximately $1,403,000,
inclusive of accreted interest. The remaining balance of approximately $143,000
was borrowed from ICON 126 and is repayable on demand.




(10)
              Concentrations


At March
31, 2008, the Partnership had approximately 82.1% of its assets and
approximately 95.5% of its liabilities concentrated in the airline industry. At
December 31, 2007, the Partnership had approximately 81.8% of its assets and
approximately 95.9% of its liabilities concentrated in the airline
industry.





For the
period ended March 31, 2008 and 2007, the Partnership had two lessees that
accounted for 100% and 91.4%, respectively, of total rental income and finance
income.







14
 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 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, 2007.




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,” “intend,” “plan”, “seek”, “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 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 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 of the rental payments received from the lessee was used
to service the indebtedness associated with acquiring or financing the lease.
For these leases, we anticipate that the future value of the leased equipment
will exceed the cash portion of the purchase price.




On June
17, 2007, we began our liquidation period.  During our liquidation
period, we have continued to distribute substantially all distributable cash
from operations and equipment sales to our partners and are continuing the
orderly termination of our operations and affairs.




At March
31, 2008, our portfolio, which we hold either directly or through joint venture
investments with affiliates, consisted 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”).  The leases are scheduled to expire
      on October 1, 2011 and July 1, 2011,
  respectively.








15
 Table of Contents






Telecommunications
Equipment





·
            We
      have a 100% interest in telecommunications equipment on lease to Global
      Crossing Telecommunications, Inc. (“Global Crossing”). The lease is
      scheduled to expire on March 31,
2011.





Energy
Equipment





·
            We
      have a 5.93% interest in the rights to the profits, losses and cash flows
      from an entity that owns a 50.0% interest in a mobile offshore drilling
      rig subject to a lease with Rowan Companies,
  Inc.





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 Measurement” (“SFAS No. 157”).  SFAS No. 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and establishes a hierarchy that
categorizes and prioritizes the sources to be used to estimate fair value. SFAS
No. 157 also expands financial statement disclosures about fair value
measurements. On February 14, 2008, the FASB issued FASB Staff Position SFAS No.
157-1, which amends SFAS No. 157 to exclude SFAS No. 13, “Accounting for
Leases” and other accounting pronouncements that address fair value measurements
of leases from the provisions of SFAS No. 157.  SFAS No. 157 is
effective for us beginning January 1, 2008. Our General Partner assessed the
impact of SFAS No. 157 and concluded that there is no impact to the financials
or the notes to the financials.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities—Including an Amendment of SFAS
No. 115” (“SFAS No. 159”), which permits but does not require us to measure
financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been elected are
reported in earnings.  This statement is effective for us beginning
January 1, 2008.  Our General Partner assessed the impact of SFAS No.
159 and concluded that there is no impact to the financials or the notes to the
financials.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements—an Amendment of ARB No. 51” (“SFAS No.
160”). SFAS No. 160 establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the retained interest and gain
or loss when a subsidiary is deconsolidated. This statement is effective for our
financial statements issued for fiscal years beginning on or after
December 15, 2008 with earlier adoption prohibited. Our General
Partner is currently evaluating the impact of SFAS No. 160 on our consolidated
financial statements.




16
 Table of Contents






Results
of Operations for the Three Months Ended March 31, 2008 (the “2008 Quarter”) and
2007 (the “2007 Quarter”)





On June
17, 2007, we began our liquidation period. 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.





Revenue
for the 2008 Quarter and 2007 Quarter are summarized as follows:





Three Months Ended March
31,2008
            
            
            2007
            
            
            ChangeRental
      income
            
            $
            1,594,091
            
            
            $
            3,519,785
            
            
            $
            (1,925,694
            )Finance
      income
            
            
            219,856
            
            
            
            -
            
            
            
            219,856Loss
      from investments in joint ventures
            
            
            (41,686
            )
            
            
            (79,607
            )
            
            
            37,921Net
      loss on sales of equipment
            
            
            -
            
            
            
            (939,072
            )
            
            
            939,072Interest
      and other income
            
            
            320
            
            
            
            14,992
            
            
            
            (14,672
            )Total
      revenue
            
            $
            1,772,581
            
            
            $
            2,516,098
            
            
            $
            (743,517
            )





Total
revenue for the 2008 Quarter decreased by $743,517, or 29.6%, as compared to the
2007 Quarter.  The decrease in rental income was primarily due to (i)
the sale of a McDonnell Douglas DC-10-30F aircraft and two spare engines (the
“Aircraft and engines”), in which we had a 90% ownership interest, on March 30,
2007 and (ii) the sale of aircraft engine modules previously on lease to
American Airlines, Inc. (formerly TWA Airlines LLC) in August
2007.  These leases accounted for $1,805,292 of the change in rental
income.  The increase in finance income was due to the addition of the
Global Crossing lease as of April 1, 2007.  The net loss on sales of
equipment during the 2007 Quarter was due to a loss on sale of the Aircraft and
engines of approximately $1,025,000, which was partly offset by a gain on sale
of the equipment previously on lease with K-Mart Corporation of approximately
$111,000.  There was no gain or loss on sale of equipment recognized
in the 2008 Quarter.





Expenses
for the 2008 Quarter and the 2007 Quarter are summarized as
follows:





Three Months Ended March
31,2008
            
            
            2007
            
            
            ChangeDepreciation
      and amortization
            
            $
            967,884
            
            
            $
            1,582,100
            
            
            $
            (614,216
            )Interest
            
            
            720,003
            
            
            
            859,866
            
            
            
            (139,863
            )General
      and administrative
            
            
            343,978
            
            
            
            167,248
            
            
            
            176,730Total
      expenses
            
            $
            2,031,865
            
            
            $
            2,609,214
            
            
            $
            (577,349
            )





Total
expenses for the 2008 Quarter decreased by $577,349, or 22.1%, from the 2007
Quarter.  Depreciation and amortization expense decreased primarily
due to (i) the sale of the Aircraft and engines and (ii) the sale of aircraft
engine modules previously on lease to American Airlines, Inc. (formerly TWA
Airlines LLC) in August 2007.  These leases accounted for
approximately $591,000 in depreciation expense for the 2007
Quarter.  The decrease in interest expense was primarily due to a
reduction in the balance of debt outstanding.  The increase in general
and administrative expenses was primarily due to expenses incurred or accrued
for in the 2008 Quarter related to audit and tax fees for services performed for
the year ended December 31, 2007.






17
 Table of Contents





Minority
Interest





Minority
interest expense for the 2008 Quarter decreased by $23,181, or 100%, as compared
to the 2007 Quarter. The decrease was due to the sale of the assets of two
majority-owned subsidiaries - ICON SPK 2023-A, LLC and ICON Cheyenne, LLC –
during the second quarter of 2007.





Net
Loss





As a
result of the foregoing factors, the net loss for the 2008 and 2007 Quarter
was $259,284 and $116,297, respectively.  The net loss per weighted average
number of limited partnership units outstanding for the 2008 and 2007 Quarter
was $0.35 and $0.16, respectively.







Financial
Condition


This
section discusses the major balance sheet variances at March 31, 2008 compared
to December 31, 2007.







Total
Assets


Total
assets decreased $1,474,519 from $65,113,221 at December 31, 2007 to
$63,638,702 at March 31, 2008. The decrease was primarily due to the
depreciation of our leased equipment and the collection of rents receivable for
our finance lease with Global Crossing during the 2008 Quarter.







Current
Assets


Current
assets increased $12,920 from $2,183,710 at December 31, 2007 to $2,196,630 at
March 31, 2008.





Total
Liabilities





Total
liabilities decreased $697,501 from $48,066,249 at December 31, 2007 to
$47,368,748 at March 31, 2008. The decrease was primarily due to the repayment
of a portion of the outstanding balance on the non-recourse debt obligation
related to the aircraft on lease to Cathay.





Current
Liabilities





Current
liabilities increased $288,219 from $5,719,946 at December 31, 2007 to
$6,008,165 at March 31, 2008. The increase was primarily due to accrued expenses
for the 2008 Quarter, including audit and tax fees and state partnership
taxes.





Total Partners’Equity





Total partners’ equity decreased
$777,018 from $17,046,972 at December 31, 2007 to $16,269,954 at March 31, 2008.
During our liquidation period, we are distributing substantially all
distributable cash from operations and equipment sales to our limited partners.
We also recorded a net loss during the 2008 Quarter.





18
 Table of Contents






Liquidity
and Capital Resources





Sources and Uses of
Cash





At March
31, 2008 and 2007, we had cash and cash equivalents of $345,470 and $1,201,547,
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 increased $206,662 from $249,886 in the 2007
Quarter to $456,548 in the 2008 Quarter. The increase was primarily due to the
addition of our financing lease with Global Crossing ̧ which was partly offset by
a reduction in overall lease activity since we are in the liquidation
period.





Investing
Activities





Sources
of Cash





Sources
of cash from investing activities decreased from $6,368,100 in the 2007 Quarter
to $0 in the 2008 Quarter. The decrease was due to the absence of any sale of
equipment during the 2008 Quarter. During the 2007 Quarter, our sources of cash
resulted from the sales of equipment and distributions from joints ventures
resulting from the sales of equipment.





Uses
of Cash





Uses of
cash from investing activities decreased $7,751,856 from $7,759,356 in the 2007
Quarter to $7,500 in the 2008 Quarter.  The decrease was due to the
absence of any purchase of additional equipment.





Financing
Activities





Sources
of Cash





Source of
cash from financing activities decreased from $3,510,000 in the 2007 Quarter to
$0 in the 2008 Quarter.  The decrease reflected that there were no
additional borrowings during the 2008 Quarter.





Uses of Cash





Uses of
cash from financing activities decreased $1,537,639 from $2,055,373 in the 2007
Quarter to $517,734 in the 2008 Quarter.  The decrease was primarily
due to a reduction in the distributions paid to our partners in the 2008
Quarter. During the 2008 and 2007 Quarters, we paid distributions to our
partners of $514,261, and $1,498,041, respectively.





19
 Table of Contents






Financings
and Borrowings





Non-Recourse Long-Term
Debt





At March
31, 2008, 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
outstanding balance of the non-recourse debt at March 31, 2008 was
$45,214,965.





Revolving
Line of Credit, Recourse





We, along
with Fund Nine, ICON Income Fund Ten, LLC (“Fund Ten”), ICON Leasing Fund
Eleven, LLC (“Fund Eleven”), and ICON Leasing Fund Twelve, LLC (“Fund Twelve”)
(entities sponsored and organized by the General Partner
-  collectively, the “Borrowers”) are parties to a Commercial Loan
Agreement (the “Loan Agreement”) with California Bank & Trust (the
“Lender”). The Loan Agreement originally provided 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.





The
Facility was originally set to expire on September 30, 2008 and established (i)
the interest rate for advances under the Facility at 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 which United States dollar deposits can be acquired
by the Lender at the London Interbank Eurocurrency Market Rate (“LIBOR”) plus 2.5%. The
interest rate at March 31, 2008 was 5.25%.





The
Borrowers were in compliance with the covenants under the Loan Agreement at
March 31, 2008.





Aggregate
borrowings by all Borrowers under the Facility amounted to $4,255,000 at March
31, 2008. We had $1,255,000 in borrowings outstanding under the Facility as of
such date.  The balance of $3,000,000 relates to borrowings by Fund
Ten. Subsequent to March 31, 2008, Fund Ten repaid the outstanding $3,000,000
balance.





On May 1,
2008, the Borrowers entered into a Loan Modification Agreement. The agreement
increased the revolving line of credit up to $30,000,000 and extended the
expiration date to April 30, 2010. The Borrowers may request a one year
extension to the revolving line of credit within 390 days of the expiration
date, but the Lender has no obligation to extend. The quarterly commitment fee
of 0.5% was reduced to 0.25% on unused commitments under the
Facility.





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, 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’ businesses that are beyond our control.  See “Part
II, Item 1A.  Risk Factors.”






20
 Table of Contents








Distributions





We paid
monthly distributions to each of our partners beginning the first month after
each such partner was admitted through the termination of our reinvestment
period, which was on June 17, 2007. During the liquidation period, we plan to
make distributions pursuant to the terms of the 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 in the 2008 Quarter of $509,118 and $5,143, respectively.





Contractual
Obligations and Commitments and Off Balance Sheet Transactions





At March
31, 2008, 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, 2008, our outstanding
non-recourse indebtedness was $45,214,965. We are a party to the Facility, as
discussed in the financing and borrowings section above. We had $1,255,000 of
borrowings under this Facility at March 31, 2008.





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
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,
2007.





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 equipment.







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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
period ended March 31, 2008, 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 our
most recently completed fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.




22
 Table 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,
2007.





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





There
were 150 limited partnership units redeemed during the three months ended
March 31, 2008.  The redemption amounts are calculated according to a
specified redemption formula in accordance with the LP
agreement.  Redeemed units have no voting rights and do not share in
distributions.  The LP Agreement limits the number of limited
partnership units which can be redeemed in any one year and redeemed limited
partnership units may not be reissued.





Total
      Number ofLimited
      Partnership
            
            
            Price
      Paid PerLimitedUnits Redeemed
            
            
            Partnership
              UnitsJanuary
      1, 2008 through January 31, 2008
            
            
            -
            
            
            $
            -February
      1, 2008 through February 29, 2008
            
            
            -
            
            
            $
            -March
      1, 2008 through March 31, 2008
            
            
            150
            
            
            $
            23.15





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, 2008.





Item 5. Other Information





Not
applicable.







23
 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. 333-54001 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. 333-54001 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 June 20, 2007 between California Bank
      & Trust and ICON Income Fund Eight B L.P., ICON Income Fund Nine,
      LLC, ICON Income Fund Ten, LLC, ICON Leasing Fund Eleven, LLC and ICON
      Leasing Fund Twelve, LLC (Incorporated by reference to Exhibit 10.1 to
      Registrant’s Current Report on Form 8-K dated June 25, 2007).10.4
            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, ICON Leasing Fund Eleven, LLC and ICON
      Leasing Fund Twelve, LLC.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.




24
 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.


Sole
General Partner of the Registrant





May
15, 2008





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





May
15, 2008





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





May
15, 2008





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




25