**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
            **June
                30, 2007**





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





transition
                period from
            
            to





Commission_File_Number_
            **333-37504**





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





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





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





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





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





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





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





Number
      of
      outstanding limited partnership units of the registrant on July 31, 2007 is
      740,530.
















ICON
                Income Fund Eight B L.P.
              Table
                of ContentsPART
                I - FINANCIAL INFORMATION
            PageItem
                1.  Condensed Consolidated Financial
                StatementsCondensed
                Consolidated Balance Sheets at June 30, 2007
                (unaudited) andDecember
                31, 2006
            1Condensed
                Consolidated Statements of Operations for the
                Three and Six MonthsEnded
                June 30, 2007 and 2006 (unaudited)
            2Condensed
                Consolidated Statement of Changes in Partners’
                Equity for the Year EndedDecember
                31, 2006 and the Three and Six Months EndedJune
                30, 2007 (unaudited)
            3Condensed
                Consolidated Statements of Cash Flows for the Six
                Months EndedJune
                30, 2007 and 2006 (unaudited)
            4Notes
                to Condensed Consolidated Financial Statements
                (unaudited)
            6Item
                2. General Partner’s Discussion and Analysis of
                Financial Condition andResults
                of Operations
            13Item
                3. Quantitative and Qualitative Disclosures About
                Market Risk
            20Item
                4. Controls and Procedures
            21PART
                II – OTHER INFORMATIONItem
                1. Legal Proceedings
            
            22Item
                1A. Risk Factors
            
            22Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            22Item
                3. Defaults Upon Senior
                Securities
            22Item
                4. Submission of Matters to a Vote of Security
                Holders
            22Item
                5. Other Information
            
            22Item
                6. Exhibits
            
            22Signatures
            
            23







*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 SheetsASSETSJune
                30,2007
            
            
            December
                31,(unaudited)
            
            
            2006Cash
                and cash equivalents
            
            $
            848,177
            
            
            $
            888,290Investments
                in finance leases:Minimum
                rents receivable
            
            
            9,422,017
            
            
            
            67,973Initial
                direct costs, net
            
            
            109,990
            
            
            
            -Unearned
                income
            
            
            (2,045,683
            )
            
            
            (306
            )Net
                investments in finance leases
            
            
            7,486,324
            
            
            
            67,667Investments
                in operating leases:Equipment,
                at cost
            
            
            85,255,087
            
            
            
            111,987,930Accumulated
                depreciation
            
            
            (25,432,751
            )
            
            
            (43,018,821
            )Net
                investments in operating leases
            
            
            59,822,336
            
            
            
            68,969,109Investments
                in joint ventures
            
            
            3,525,186
            
            
            
            4,315,573Equipment
                held for sale
            
            
            -
            
            
            
            140,400Other
                assets, net
            
            
            1,401,096
            
            
            
            4,396,322Total
                assets
            
            $
            73,083,119
            
            
            $
            78,777,361LIABILITIES
                AND PARTNERS' EQUITYLiabilities:Notes
                payable - non-recourse
            
            $
            47,934,933
            
            
            $
            52,572,875Revolving
                line of credit
            
            
            6,755,000
            
            
            
            3,125,000Deferred
                rental income
            
            
            189,485
            
            
            
            138,021Accounts
                payable and other liabilities
            
            
            642,852
            
            
            
            2,166,028Due
                to General Partner and affiliates
            
            
            141,278
            
            
            
            -Minority
                interest
            
            
            -
            
            
            
            498,287Total
                liabilities
            
            
            55,663,548
            
            
            
            58,500,211Commitments
                and contingenciesPartners'
                equity:General
                Partner
            
            
            (474,898
            )
            
            
            (446,575
            )Limited
                Partners (740,530 and 741,530 units outstanding,respectively,
                $100 per unit original issue price)
            
            
            17,894,469
            
            
            
            20,723,725Total
                partners' equity
            
            
            17,419,571
            
            
            
            20,277,150Total
                liabilities and partners' equity
            
            $
            73,083,119
            
            
            $
            78,777,361









1
 *Table
          of Contents*







ICON
                Income Fund Eight B L.P.(A
                Delaware Limited Partnership)Condensed
                Consolidated Statements of Operations(unaudited)Three
                Months Ended June 30,
            
            
            Six
                Months Ended June 30,2007
            
            
            2006
            
            
            2007
            
            
            2006Revenue:Rental
                income
            
            $
            1,812,232
            
            
            $
            4,038,662
            
            
            $
            5,332,017
            
            
            $
            8,183,025Finance
                income
            
            
            260,783
            
            
            
            39,503
            
            
            
            260,783
            
            
            
            104,081Loss
                from investments in joint ventures
            
            
            (78,492
            )
            
            
            (790,549
            )
            
            
            (158,099
            )
            
            
            (994,408
            )Net
                gain (loss) on sales of equipment
            
            
            318,060
            
            
            
            466,992
            
            
            
            (621,012
            )
            
            
            446,313Interest
                and other income
            
            
            51,738
            
            
            
            3,012
            
            
            
            66,730
            
            
            
            71,328Total
                revenue
            
            
            2,364,321
            
            
            
            3,757,620
            
            
            
            4,880,419
            
            
            
            7,810,339Expenses:Depreciation
                and amortization
            
            
            1,034,406
            
            
            
            2,798,977
            
            
            
            2,621,240
            
            
            
            5,259,692Interest
            
            
            932,000
            
            
            
            888,822
            
            
            
            1,727,972
            
            
            
            1,742,569Maintenance
                expense
            
            
            -
            
            
            
            277,698
            
            
            
            -
            
            
            
            1,152,698Management
                fees - General Partner
            
            
            -
            
            
            
            55,545
            
            
            
            -
            
            
            
            410,842Administrative
                expense reimbursements - General Partner
            
            
            -
            
            
            
            27,101
            
            
            
            -
            
            
            
            161,980General
                and administrative
            
            
            36,084
            
            
            
            153,422
            
            
            
            267,226
            
            
            
            346,050Minority
                interest
            
            
            76,997
            
            
            
            27,058
            
            
            
            100,178
            
            
            
            52,442Total
                expenses
            
            
            2,079,487
            
            
            
            4,228,623
            
            
            
            4,716,616
            
            
            
            9,126,273Net
                income (loss)
            
            $
            284,834
            
            
            $
            (471,003
            )
            
            $
            163,803
            
            
            $
            (1,315,934
            )Net
                income (loss) allocable to:Limited
                Partners
            
            $
            281,986
            
            
            $
            (466,293
            )
            
            $
            162,165
            
            
            $
            (1,302,775
            )General
                Partner
            
            
            2,848
            
            
            
            (4,710
            )
            
            
            1,638
            
            
            
            (13,159
            )$
            284,834
            
            
            $
            (471,003
            )
            
            $
            163,803
            
            
            $
            (1,315,934
            )Weighted
                average number of limited partnershipunits
                outstanding
            
            
            741,365
            
            
            
            741,656
            
            
            
            741,447
            
            
            
            741,973Net
                income (loss) per weighted average limitedpartnership
                unit outstanding
            
            $
            0.38
            
            
            $
            (0.63
            )
            
            $
            0.22
            
            
            $
            (1.76
            )









2
 *Table
          of Contents*








ICON
                Income Fund Eight B L.P.(A
                Delaware Limited Partnership)Condensed
                Consolidated Statement of Changes in Partners' EquityYear
                Ended December 31, 2006 and for the Three and Six Months Ended June
                30,
                2007 (unaudited)LimitedPartnership
            
            
            
            
            
            
            
            
            TotalUnits
            
            
            Limited
            
            
            General
            
            
            Partners'Outstanding
            
            
            Partners'
            
            
            Partner
            
            
            EquityBalance,
                January 1, 2006
            
            
            742,830
            
            
            $
            27,317,628
            
            
            $
            (380,487
            )
            
            $
            26,937,141Limited
                partnership units redeemed
            
            
            (1,300
            )
            
            
            (51,135
            )
            
            
            -
            
            
            
            (51,135
            )Cash
                distributions to partners
            
            
            -
            
            
            
            (5,934,486
            )
            
            
            (59,944
            )
            
            
            (5,994,430
            )Net
                loss
            
            
            -
            
            
            
            (608,282
            )
            
            
            (6,144
            )
            
            
            (614,426
            )Balance,
                December 31, 2006
            
            
            741,530
            
            
            
            20,723,725
            
            
            
            (446,575
            )
            
            
            20,277,150Cash
                distributions to partners
            
            
            -
            
            
            
            (1,483,061
            )
            
            
            (14,980
            )
            
            
            (1,498,041
            )Net
                loss
            
            
            -
            
            
            
            (119,821
            )
            
            
            (1,210
            )
            
            
            (121,031
            )Balance,
                March 31, 2007
            
            
            741,530
            
            
            
            19,120,843
            
            
            
            (462,765
            )
            
            
            18,658,078Limited
                partnership units redeemed
            
            
            (1,000
            )
            
            
            (25,298
            )
            
            
            -
            
            
            
            (25,298
            )Cash
                distributions to partners
            
            
            -
            
            
            
            (1,483,062
            )
            
            
            (14,981
            )
            
            
            (1,498,043
            )Net
                income
            
            
            -
            
            
            
            281,986
            
            
            
            2,848
            
            
            
            284,834Balance,
                June 30, 2007
            
            
            740,530
            
            
            $
            17,894,469
            
            
            $
            (474,898
            )
            
            $
            17,419,571








3
 *Table
          of Contents*








ICON
                Income Fund Eight B L.P.(A
                Delaware Limited Partnership)Condensed
                Consolidated Statements of Cash FlowsSix
                Months Ended June 30,(unaudited)2007
            
            
            2006Cash
                flows from operating activities:Net
                income (loss)
            
            $
            163,803
            
            
            $
            (1,315,934
            )Adjustments
                to reconcile net income (loss) to net cash provided byoperating
                activities:Rental
                income paid directly to lenders by lessees
            
            
            (4,888,924
            )
            
            
            (6,799,919
            )Finance
                income
            
            
            (260,783
            )
            
            
            (104,081
            )Net
                loss (gain) on sales of equipment
            
            
            621,012
            
            
            
            (446,313
            )Loss
                from investments in joint ventures
            
            
            158,099
            
            
            
            994,408Depreciation
                and amortization
            
            
            2,621,240
            
            
            
            5,259,692Interest
                expense on non-recourse financing paid directly to lenders by
                lessees
            
            
            1,543,099
            
            
            
            1,716,818Minority
                interest
            
            
            100,178
            
            
            
            52,442Changes
                in operating assets and liabilities:Collection
                of principal - non-financed receivables
            
            
            696,108
            
            
            
            427,504Due
                from/to General Partner and affiliates
            
            
            141,278
            
            
            
            119,937Other
                assets
            
            
            192,435
            
            
            
            (66,563
            )Deferred
                rental income
            
            
            51,464
            
            
            
            (42,845
            )Accounts
                payable and other liabilities
            
            
            (174,934
            )
            
            
            1,224,645Net
                cash provided by operating activities
            
            
            964,075
            
            
            
            1,019,791Cash
                flows from investing activities:Distributions
                received from joint ventures
            
            
            633,828
            
            
            
            -Proceeds
                from sales of equipment and sales advances received
            
            
            6,176,402
            
            
            
            835,569Purchase
                of equipment
            
            
            (7,754,746
            )
            
            
            -Net
                cash (used in) provided by investing activities
            
            
            (944,516
            )
            
            
            835,569Cash
                flows from financing activities:Cash
                distributions to partners
            
            
            (2,996,084
            )
            
            
            (2,989,058
            )Proceeds
                from revolving line of credit
            
            
            3,630,000
            
            
            
            1,795,000Distributions
                to minority interest in  joint venture
            
            
            (668,290
            )
            
            
            (219,127
            )Cash
                paid for redemption of limited partnership units
            
            
            (25,298
            )
            
            
            (51,135
            )Net
                cash used in financing activities
            
            
            (59,672
            )
            
            
            (1,464,320
            )Net
                (decrease) increase in cash and cash equivalents
            
            
            (40,113
            )
            
            
            391,040Cash
                and cash equivalents, beginning of the period
            
            
            888,290
            
            
            
            964,730Cash
                and cash equivalents, end of the period
            
            $
            848,177
            
            
            $
            1,355,770









4
 *Table
          of Contents*








ICON
                Income Fund Eight B L.P.(A
                Delaware Limited Partnership)Condensed
                Consolidated Statements of Cash FlowsSix
                Months Ended June 30,(unaudited)2007
            
            
            2006Supplemental
                disclosure of cash flow information:Cash
                paid during the period for interest
            
            $
            184,873
            
            
            $
            25,267Supplemental
                disclosure of non-cash investing and financing activities:Principal
                and interest paid directly to lenders by lessees
            
            $
            6,181,041
            
            
            $
            8,052,371Escrow
                utilized to pay non-recourse debt
            
            $
            -
            
            
            $
            281,868Transfer
                of equipment from operating lease to direct finance lease
            
            $
            7,743,990
            
            
            $
            403,565Payment
                of maintenance overhaul costs
            
            $
            1,546,000
            
            
            $
            -









5
 *Table
          of Contents*





ICON
        Income Fund Eight B L.P.
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 June
        30,
        2007
 (unaudited)


(1)
            Basis
                of Presentation and Consolidation





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





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





In
      joint
      ventures where the Partnership’s 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 acquiring equipment subject to lease and, to a lesser degree,
      acquiring ownership rights to items of leased equipment at lease
      expiration.  The Partnership will continue until December 31, 2017,
      unless terminated sooner.





The
      General Partner was a Connecticut corporation.  Effective June 1,
      2007, the General Partner was reincorporated 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 pursuant to the
      terms of the Partnership’s limited partnership agreement (the “LP
      Agreement”).  Additionally, the General Partner has a 1% interest in
      the profits, losses, cash distributions and liquidation proceeds of the
      Partnership.








6
 *Table
          of Contents*




ICON
        Income Fund Eight B L.P.
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 June
        30,
        2007
 (unaudited)





(2)
            Organization
                - continued





The
      Partnership invested most of the net proceeds from its offering in items of
      equipment that were subject to a lease.  After the net offering
      proceeds were invested, additional investments were made with the cash generated
      from the Partnership’s initial investments to the extent that cash 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 received cash distributions and
      liquidation proceeds sufficient to reduce their adjusted capital contribution
      account to zero and have received, in addition, other distributions and
      allocations that provide an 8% per annum 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)
            Use
                of Estimates





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





Reclassifications





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





(4)
            Investments
                in Finance Leases





On
      December 31, 2006 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 $254,000
      and
      recognized a gain on the sale of the equipment of approximately
      $111,000.








7
 *Table
          of Contents*




ICON
        Income Fund Eight B L.P.
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 June
        30,
        2007
 (unaudited)





(4)
            Investments
                in Finance Leases - continued





During
      March 2007, the Partnership purchased state-of-the-art telecommunications
      equipment from various vendors totaling approximately $7,858,000, which is
      being
      leased to Global Crossing Telecommunications, Inc. (“Global Crossing”) effective
      April 1, 2007.  The lease expires on March 31, 2011. Monthly rent is
      approximately $209,000, payable in advance on the first business day of each
      month.  An initial direct cost in legal fees of approximately $124,000
      was incurred as part of the purchase.








(5)
            Investments
                in Operating Leases





Investments
      in operating leases consist of the following at June 30, 2007 and at December
      31, 2006:





June
                  30, 2007(unaudited)
            
            
            December
                31, 2006Aircraft
                and aircraft related equipment
            
            $
            83,455,910
            
            
            $
            107,935,824Material
                handling, telecommunication, over the road rollingstock,
                manufacturing and computer equipment
            
            
            1,799,177
            
            
            
            4,052,10685,255,087
            
            
            
            111,987,930Accumulated
                depreciation
            
            
            (25,432,751
            )
            
            
            (43,018,821
            )$
            59,822,336
            
            
            $
            68,969,109





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, 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”) that was scheduled
      to expire on March 31, 2007.





On
      March
      30, 2007, Aircraft 47820 sold the Aircraft and engines to FedEx for $5,475,000
      and a loss on the sale of the Aircraft of approximately $1,025,000 was
      recognized. The final lease payment was paid to the lender, satisfying all
      remaining debt obligations.








(6)
            Joint
                Ventures





ICON
                Aircraft 46835 LLC





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





On
      March
      30, 2007, Aircraft 46835 sold the Aircraft to FedEx for $4,260,000 and a loss
      on
      the sale of the Aircraft of approximately $640,000 was recognized. The final
      lease payment was paid to the lender, satisfying all remaining debt
      obligations.






8
 *Table
          of Contents*


ICON
        Income Fund Eight B L.P.
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 June
        30,
        2007
 (unaudited)





(6)
            Joint
                Ventures - continued





ICON
      SPK
      2023-A, LLC





ICON
      SPK
      2023-A, LLC (“SPK”) was a joint venture between the Partnership and Fund Nine,
      whose ownership interests were 74.87% and 25.13%, respectively. During the
      three
      months ended June 30, 2007, SPK sold all of its remaining equipment to a third
      party for total sales proceeds of approximately $348,000.  A total
      gain on sales of approximately $264,000 was recognized by SPK.





ICON
      Cheyenne, LLC





ICON
      Cheyenne, LLC (“Cheyenne”) was a joint venture among the Partnership, ICON Cash
      Flow Partners L.P. Seven and ICON Income Fund Eight A L.P., which are entities
      also managed by the General Partner that had ownership interests of 97.73%,
      1.27%, and 1.00%, respectively. During the three months ended June 30, 2007,
      Cheyenne sold all of its remaining equipment to a third party for total sales
      proceeds of approximately $111,000.  A total gain on sale of
      approximately $110,000 was recognized by Cheyenne.




(7)
              Notes
                  Payable - Non-Recourse





The
      Partnership’s non-recourse notes payable is paid directly to the lender by the
      lessee and accrues interest at 6.1095% per year. The outstanding balance of
      the
      non-recourse debt at June 30, 2007 was $47,934,933.





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





(8)
            Revolving
                Loan Facility - Recourse





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





As
      part
      of the Loan Agreement, the Borrowers are required to comply with certain
      financial covenants, including, a minimum debt coverage ratio, a tangible net
      worth covenant, a leverage ratio and a minimum liquidity covenant. The Borrowers
      are in compliance with these covenants at June 30, 2007. The Loan Agreement
      prohibits the Borrowers from declaring or paying any distribution to investors
      if such a payment would cause the Borrowers to become non-compliant with the
      financial covenants in the Loan Agreement.







9
 *Table
          of Contents*


ICON
        Income Fund Eight B L.P.
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 June
        30,
        2007
 (unaudited)





(8)
            Revolving
                Loan Facility – Recourse -
                continued





In
      addition, on August 31, 2005, the Borrowers entered into a Contribution
      Agreement (the “Contribution Agreement”), pursuant to which the Borrowers have
      agreed to certain restrictions on the amounts and terms of their respective
      borrowings under the Facility in order to minimize the risk that a Borrower
      would be unable to repay its portion of the outstanding obligations under the
      Facility at any time. These restrictions include, but are not limited to,
      borrowing in excess of the lesser of (a) an amount each Borrower could
      reasonably expect to repay in one year from its projected cash flow, or (b)
      the
      greater of (i) the borrowing base, as defined in the Loan Agreement, as applied
      to such Borrower and (ii) 50% of the net worth of such Borrower. The
      Contribution Agreement also provides that, in the event a Borrower pays an
      amount under the Contribution Agreement in excess of its share of the total
      obligations under the Facility, whether by reason of an event of default or
      otherwise, the other Borrowers will immediately make a contribution payment
      to
      such Borrower in such amount that the aggregate amount paid by each Borrower
      reflects its allocable share of the aggregate obligations under the Facility.
      The Borrowers' obligations to each other under the Contribution Agreement are
      collateralized by a subordinate lien on the assets of each Borrower. The
      Borrowers are in compliance with the Contribution Agreement at June 30, 2007
      and
      no amounts are due to or payable by the Partnership under the Contribution
      Agreement.





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





On
      June
      20, 2007, the Loan Agreement, the Contribution Agreement and the Loan
      Modification were modified so that ICON Leasing Fund Twelve, LLC (“Fund
      Twelve”), an entity also managed by the General Partner, became a permitted
      borrower. Although Fund Twelve does not have any outstanding borrowings under
      the Facility, as a result of its entry into the Loan Modification, it is jointly
      and severally liable for the outstanding balance.





At June
      30, 2007, the Partnership had $6,755,000 outstanding under the Facility, which
      represents the entire amount outstanding for all Borrowers.








(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 received either directly by the Partnership
      or through joint ventures and (ii) acquisition fees through the reinvestment
      period of 3%, based on the gross value of the Partnership’s acquisition
      transactions.  In addition, the General Partner was reimbursed for
      administrative expenses incurred in connection with the Partnership’s
      operations.







10
 *Table
          of Contents*




ICON
        Income Fund Eight B L.P.
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 June
        30,
        2007
 (unaudited)





(9)
            Transactions
                with Related Parties - continued





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





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





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 $29,961 for the six months ended June
      30,
      2007 and $59,944 for the year ended December 31, 2006.  The General
      Partner’s interest in the Partnership’s net income for the three months ended
      June 30, 2007 was $2,848 and the net loss for the three months ended June
      30, 2006 was $4,710. The General Partner’s interest in the Partnership’s net
      income for the six months ended June 30, 2007 was $1,638 and the
      net loss for the six months ended June 30, 2006 was $13,159.





Fees
      and
      other expenses charged to operations by the Partnership and paid to the General
      Partner or its affiliates for the three and six months ended June 30, 2007
      and
      2006, were as follows:





Three
                Months Ended
            
            
            Six
                Months EndedJune
                30,
            
            
            June
                30,(unaudited)
            
            
            (unaudited)Entity
            Capacity
            Description
            
            2007
            
            
            2006
            
            
            2007
            
            
            2006ICON
                Capital Corp.
            General
                Partner
            Management
                fees
            
            $
            -
            
            
            $
            55,545
            
            
            $
            -
            
            
            $
            410,842ICON
                Capital Corp.
            General
                Partner
            Administrative
                expense reimbursements
            
            
            -
            
            
            
            27,101
            
            
            
            -
            
            
            
            161,980$
            -
            
            
            $
            82,646
            
            
            $
            -
            
            
            $
            572,822








There
      were no charges during the three and six months ended June 30, 2007 since the
      fees were waived effective May 1, 2006. However, if the charges were made the
      total management fees for the three and six months ended June 30, 2007 would
      have been approximately $91,000 and $270,000, respectively. If the charges
      were
      made the total administrative expense reimbursements for the three and six
      months ended June 30, 2007 would have been approximately $122,000 and $244,000,
      respectively.






11
 *Table
          of Contents*




ICON
        Income Fund Eight B L.P.
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 June
        30,
        2007
 (unaudited)


(10)
            Commitments
                  & Contingencies





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





(11)
            Recent
                Accounting Pronouncements





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








(12)
            Subsequent
                Event




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 $338,000 and relinquished
        previously collected security deposits and prepaid rent related to the engine
        modules of approximately $172,000, resulting in net proceeds to the Partnership
        of approximately $5,540,000 and a gain on sale of approximately
        $970,000.




12
 *Table
          of Contents*








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





The
      following is a discussion of our results of operations and current financial
      position. This discussion should be read 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, 2006.




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





**Forward-Looking
      Statements**





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





**Overview**





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





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





At
      June
      30, 2007, our portfolio, which we hold either directly or through joint venture
      investments with affiliates and others, consists primarily of the following
      equipment subject to lease:





*Air
      Transportation Equipment:*





·
            We
                have a 100% interest in one Airbus A340-313X aircraft (“Cathay 123”) and a
                50% interest in a second Airbus A340-313X aircraft (“Cathay 126”), both on
                lease to Cathay Pacific Airways Limited (“Cathay”) with original
                expiration dates of March 14, 2006 and March 27, 2006,
                respectively.  We entered into lease extensions with respect to
                each of the Airbus A340-313X aircraft to extend the terms of the
                leases
                from March 14, 2006 and March 27, 2006 to October 1, 2011 and July
                1,
                2011, respectively.








13
 *Table
          of Contents*








·
            We
                have a 100% interest in five Pratt and Whitney 2037 aircraft engine
                modules (the “Engine Modules”) on lease to American Airlines, Inc.,
                formerly TWA Airlines, LLC (“TWA”).  The lease is scheduled to
                expire on May 28, 2008.





*Telecommunications
      Equipment:*





·
            We
                have a 100% interest in ICON Global Crossing, LLC (“ICON Global
                Crossing”), which purchased state-of-the-art 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% interest in a mobile offshore drilling
                rig
                subject to a lease with Rowan Companies,
                Inc.








***Lease
      and Other Significant Transactions***





*Sale
      of ICON Aircraft 47820, LLC*





We
      had a
      90.00% interest in ICON Aircraft 47820, LLC (“Aircraft 47820”). Aircraft 47820
      was a joint venture with ICON Income Fund Nine, LLC (“Fund Nine”), an entity
      also managed by our General Partner. On March 30, 2007, Aircraft 47820 sold
      the
      McDonnell Douglas DC-10-30F aircraft and two spare engines (the “Aircraft and
      engines”) on lease to Federal Express Corporation (“FedEx”), for $5,475,000 and
      a loss on sale of approximately $1,025,000 was recognized.





*Sale
      of ICON Aircraft 46835, LLC*





We
      had a
      15.00% interest in ICON Aircraft 46835, LLC (“Aircraft 46835”). Aircraft 46835
      was a joint venture with Fund Nine. On March 30, 2007, Aircraft 46835 sold
      the
      McDonnell Douglas DC-10-30F aircraft on lease to FedEx, for $4,260,000 and
      a
      loss on sale of approximately $640,000 was recognized.





*Sale
      of ICON Cheyenne, LLC*





We
      had a
      97.73% interest in ICON Cheyenne, LLC (“Cheyenne”). Cheyenne was a joint venture
      with ICON Cash Flow Partners L.P. Seven and ICON Income Fund Eight A L.P.,
      which
      are entities also managed by our General Partner. Cheyenne held a portfolio
      of
      seven active leases with expiration dates through September 2007.  The
      portfolio consisted of over the road rolling stock, manufacturing equipment
      and
      materials handling equipment. During the three months ended June 30, 2007,
      Cheyenne sold all of its remaining equipment to a third party for total sales
      proceeds of approximately $111,000.  A total gain on sale of
      approximately $110,000 was recognized by Cheyenne.





*Sale
      of ICON SPK 2023-A, LLC*





We
      had a
      74.87% interest in ICON SPK 2023-A, LLC (“SPK”).  SPK was a joint
      venture with Fund Nine, which held a portfolio of five active leases with
      expiration dates through April 2008.  The portfolio consisted of
      various equipment leases, including material handling, telecommunication and
      computer equipment. During the three months ended June 30, 2007, SPK sold all
      of
      its remaining equipment to a third party for total sales proceeds of
      approximately $348,000.  A total gain on sales of approximately
      $264,000 was recognized by SPK.






14
 *Table
          of Contents*








**New
      Accounting Pronouncements**





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








**Results
      of Operations for the Three Months Ended June 30, 2007 (the “2007 Quarter”) and
      2006 (the “2006 Quarter”)**





We
      began
      our liquidation period on June 17, 2007.  During the liquidation
      period, we will sell our assets in the ordinary course of business. As we begin
      to sell our assets, both rental income and finance income will decrease over
      time as will expenses related to our assets, such as depreciation expense.
      Additionally, interest expense should decrease as we reach the expiration of
      leases that were financed and the debt is repaid to the lender. As leased
      equipment is sold, we will experience both gains and losses on these
      sales.








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








Three
                Months Ended June 30,2007
            
            
            2006
            
            
            ChangeTotal
                revenue
            
            $
            2,364,321
            
            
            $
            3,757,620
            
            
            $
            (1,393,299
            )Rental
                income
            
            
            1,812,232
            
            
            
            4,038,662
            
            
            
            (2,226,430
            )Finance
                income
            
            
            260,783
            
            
            
            39,503
            
            
            
            221,280Loss
                from investments in joint ventures
            
            
            (78,492
            )
            
            
            (790,549
            )
            
            
            712,057Net
                gain (loss) on sales of equipment
            
            
            318,060
            
            
            
            466,992
            
            
            
            (148,932
            )Interest
                and other income
            
            
            51,738
            
            
            
            3,012
            
            
            
            48,726








Total
      revenue for the 2007 Quarter decreased $1,393,299, or 37.1%, as compared to
      the
      2006 Quarter.  The decrease in total revenue was primarily due to a
      decrease in rental income that was partly offset by a reduction in the loss
      from
      joint ventures and an increase in finance income. The decrease in rental income
      was primarily due to the sale of the Aircraft and engines on lease with FedEx
      in
      March 2007 and the extension of our lease with Cathay for Cathay 123 during
      March 2006, which resulted in a reduction in monthly rental payments. The
      reduction in monthly rental payments were approximately $540,000 per month
      for
      Aircraft 47820 and approximately $170,000 per month for Cathay 123. The
      reduction in net gain on sales of equipment was due to the gain on sales of
      assets  sold by Cheyenne and SPK during the 2006 Quarter that exceeded
      the gain on sales of additional assets sold by Cheyenne and SPK in the 2007
      Quarter. The decrease in revenue was partly offset by a decrease in the loss
      from investments in joint ventures resulting from our lease extension with
      Cathay for Cathay 126  during the 2006 Quarter, which reduced rental
      income and the loss from income in joint ventures. The increase in finance
      income was primarily due to the addition of the Global Crossing lease in the
      2007 Quarter.







15
 *Table
          of Contents*







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





Three
                Months Ended June 30,2007
            
            
            2006
            
            
            ChangeTotal
                expenses
            
            $
            2,079,487
            
            
            $
            4,228,623
            
            
            $
            (2,149,136
            )Depreciation
                and amortization
            
            
            1,034,406
            
            
            
            2,798,977
            
            
            
            (1,764,571
            )Interest
            
            
            932,000
            
            
            
            888,822
            
            
            
            43,178Maintenance
                expense
            
            
            -
            
            
            
            277,698
            
            
            
            (277,698
            )Management
                fees - General Partner
            
            
            -
            
            
            
            55,545
            
            
            
            (55,545
            )Administrative
                expense reimbursements - General Partner
            
            
            -
            
            
            
            27,101
            
            
            
            (27,101
            )General
                and administrative
            
            
            36,084
            
            
            
            153,422
            
            
            
            (117,338
            )Minority
                interest
            
            
            76,997
            
            
            
            27,058
            
            
            
            49,939








Total
      expenses for the 2007 Quarter decreased $2,149,136, or 50.8% as compared to
      the
      2006 Quarter.  The decrease in total expenses was primarily due to the
      decrease in depreciation and amortization, maintenance and general and
      administrative expense.  The decrease in depreciation and amortization
      was primarily due to the sale of the Aircraft and engines in March 2007 and
      the
      extension of our lease with Cathay for Cathay 123 during March 2006, which
      reduced monthly depreciation expense. The maintenance expense for the 2006
      Quarter was due to a one-time charge for required maintenance and overhaul
      costs
      for Cathay 123; there was no maintenance expense incurred for the 2007 Quarter.
      The decrease in general and administrative expense was primarily due to the
      decrease in state partnership taxes paid during the 2007 Quarter.





*Net
      Income(Loss)*





As
      a
      result of the foregoing factors, the net income was $284,834  for
      the 2007 Quarter and the net loss was $471,003 for the 2006 Quarter.
 The net income per weighted average number of limited partnership units
      outstanding was $0.38 for the 2007 Quarter and the net loss per weighted
      average number of limited partnership units outstanding was $0.63 for the 2006
      Quarter.





**Results
      of Operations for the Six Months Ended June 30, 2007 (the “2007 Period”) and
      2006 (the “2006 Period”)**





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





Six
                Months Ended June 30,2007
            
            
            2006
            
            
            ChangeTotal
                revenue
            
            $
            4,880,419
            
            
            $
            7,810,339
            
            
            $
            (2,929,920
            )Rental
                income
            
            
            5,332,017
            
            
            
            8,183,025
            
            
            
            (2,851,008
            )Finance
                income
            
            
            260,783
            
            
            
            104,081
            
            
            
            156,702Loss
                from investments in joint ventures
            
            
            (158,099
            )
            
            
            (994,408
            )
            
            
            836,309Net
                gain (loss) on sales of equipment
            
            
            (621,012
            )
            
            
            446,313
            
            
            
            (1,067,325
            )Interest
                and other income
            
            
            66,730
            
            
            
            71,328
            
            
            
            (4,598
            )





Total
      revenue for the 2007 Period decreased $2,929,920, or 37.5%, as compared to
      the
      2006 Period.  The decrease in total revenue was primarily due to a
      decrease in rental income and a loss on sale of equipment, partly offset by
      a
      reduction in the loss from joint ventures and an increase in finance income.
      The
      decrease in rental income was primarily due to the sale of the Aircraft and
      engines in March 2007 and the extension of our lease with Cathay for Cathay
      123
      during March 2006, which resulted in a reduction in monthly rental payments.
      The
      reduction in monthly rental payments were approximately $540,000 per month
      for
      Aircraft 47820 and approximately $170,000 per month for Cathay 123. The increase
      in net loss on sales of equipment was primarily due to the $1,025,000 loss
      recorded on the sale of the Aircraft and engines on March 30, 2007, partly
      offset by gains on sales of equipment with K-Mart Corporation and various assets
      sold by Cheyenne and SPK during the 2007 Period that exceeded the gain on sales
      of equipment by Cheyenne in the 2006 Period. The decrease in total revenue
      was
      partly offset by a decrease in the loss from investments in joint ventures
      resulting from our lease extension with Cathay for Cathay 126 during the 2006
      Period, which reduced rental income and the loss from income in joint ventures.
      The increase in finance income was primarily due to the addition of the Global
      Crossing lease in the 2007 Period.







16
 *Table
          of Contents*





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








Six
                Months Ended June 30,2007
            
            
            2006
            
            
            ChangeTotal
                expenses
            
            $
            4,716,616
            
            
            $
            9,126,273
            
            
            $
            (4,409,657
            )Depreciation
                and amortization
            
            
            2,621,240
            
            
            
            5,259,692
            
            
            
            (2,638,452
            )Interest
            
            
            1,727,972
            
            
            
            1,742,569
            
            
            
            (14,597
            )Maintenance
                expense
            
            
            -
            
            
            
            1,152,698
            
            
            
            (1,152,698
            )Management
                fees - General Partner
            
            
            -
            
            
            
            410,842
            
            
            
            (410,842
            )Administrative
                expense reimbursements - General Partner
            
            
            -
            
            
            
            161,980
            
            
            
            (161,980
            )General
                and administrative
            
            
            267,226
            
            
            
            346,050
            
            
            
            (78,824
            )Minority
                interest
            
            
            100,178
            
            
            
            52,442
            
            
            
            47,736








Total
      expenses for the 2007 Period decreased $4,409,657, or 48.3%, as compared to
      the
      2006 Period.  The decrease in total expenses was primarily due to the
      decrease in depreciation and amortization and maintenance expense. The decrease
      in depreciation and amortization was primarily due to the sale of the Aircraft
      and engines in March 2007 and the extension of our lease with Cathay for Cathay
      123 during March 2006, which reduced monthly depreciation expense. The
      maintenance expense for the 2006 Period was due to a one-time charge for
      required maintenance and overhaul costs for Cathay 123; there was no maintenance
      expense incurred for the 2007 Period.. The decrease in both management fees
–
General Partner and administrative expense reimbursements – General Partner was
      due to our General Partner’s decision, effective May 1, 2006, to waive all
      future management fees and administrative expense reimbursements, although
      the
      General Partner continues to provide these services.








*Net
      Income(Loss)*





As
      a
      result of the foregoing factors, the net income was $163,803 for the
      2007 Period and the net loss was $1,315,934 for the 2006 Period.  The
      net income per weighted average number of limited partnership units outstanding
      was $0.22 for the 2007 Period and the net loss per weighted average number
      of
      limited partnership units outstanding was $1.76 for the 2006
      Period.








**Liquidity
      and Capital Resources**





*Sources
      and Uses of Cash*





At
      June
      30, 2007, we had cash and cash equivalents of $848,177. The operation then
      sale
      or disposal of our assets during our liquidation period which commenced on
      June
      17, 2007 is expected to be our main source of cash from operating and investing
      activities. Our main use of cash during our liquidation period is expected
      to be
      from financing activities.




*Operating
      Activities*





*Sources
      of Cash*





Our
      main
      source of cash from operating activities in the 2007 Period was the collection
      of receivables from operating and financing leases of approximately $300,000
      and
      $700,000, respectively.






17
 *Table
          of Contents*





*Investing
      Activities*





*Sources
      of Cash*





Our
      primary source of cash from investing activities in the 2007 Period was the
      proceeds of approximately $5,475,000, $348,000 and $254,000 from the sales
      of
      the Aircraft and engines and the equipments on lease with SPK and K-Mart,
      respectively.





Our
      primary source of cash from investing activities in the 2006 Period was the
      proceeds of approximately $836,000 from the sale of one of our majority owned
      subsidiaries.





*Uses
      of Cash*





Our
      primary use of cash in investing activities in the 2007 Period was the purchase
      of state-of-the-art telecommunications equipment from various vendors totaling
      $7,754,746.  The equipment is on lease to Global Crossing as of April
      1, 2007.





*Financing
      Activities*





*Sources
      of Cash*





Our
      primary source of cash from financing activities during the 2007 Period was
      from
      the proceeds from our revolving loan facility of $3,630,000.





Our
      sole
      source of cash from financing activities during the 2006 Period was from the
      proceeds from our revolving loan facility of $1,795,000.





*Uses
      of Cash*





Our
      primary use of cash in financing activities during the 2007 Period was
      distributions paid to our partners consisting of $2,966,123 to the limited
      partners and $29,961 to the General Partner.





Our
      primary use of cash in financing activities during the 2006 Period was
      distributions paid to our partners consisting of $2,969,057 to the limited
      partners and $20,001 to the General Partner.








*Revolving
      Loan Facility*





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






18
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          of Contents*





As
      part
      of the Loan Agreement, the Borrowers are required to comply with certain
      financial covenants, including, a minimum debt coverage ratio, a tangible net
      worth covenant, a leverage ratio


and
      a
      minimum liquidity covenant. The Borrowers are in compliance with these covenants
      at June 30, 2007. The Loan Agreement prohibits the Borrowers from declaring
      or
      paying any distribution to investors if such a payment would cause the Borrowers
      to become non-compliant with the financial covenants in the Loan
      Agreement.





In
      addition, on August 31, 2005, the Borrowers entered into a Contribution
      Agreement (the “Contribution Agreement”), pursuant to which the Borrowers have
      agreed to certain restrictions on the amounts and terms of their respective
      borrowings under the Facility in order to minimize the risk that a Borrower
      would be unable to repay its portion of the outstanding obligations under the
      Facility at any time. These restrictions include, but are not limited to,
      borrowing in excess of the lesser of (a) an amount each Borrower could
      reasonably expect to repay in one year from its projected cash flow, or (b)
      the
      greater of (i) the borrowing base, as defined in the Loan Agreement, as applied
      to such Borrower and (ii) 50% of the net worth of such Borrower. The
      Contribution Agreement also provides that, in the event a Borrower pays an
      amount under the Contribution Agreement in excess of its share of the total
      obligations under the Facility, whether by reason of an event of default or
      otherwise, the other Borrowers will immediately make a contribution payment
      to
      such Borrower in such amount that the aggregate amount paid by each Borrower
      reflects its allocable share of the aggregate obligations under the Facility.
      The Borrowers' obligations to each other under the Contribution Agreement are
      collateralized by a subordinate lien on the assets of each Borrower. The
      Borrowers are in compliance with the Contribution Agreement at June 30, 2007
      and
      no amounts are due to or payable by us under the Contribution
      Agreement.





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





On
      June
      20, 2007, the Loan Agreement, the Contribution Agreement and the Loan
      Modification were modified so that ICON Leasing Fund Twelve, LLC (“Fund
      Twelve”), an entity also managed by our General Partner, became a permitted
      borrower. Although Fund Twelve does not have any outstanding borrowings under
      the Facility, as a result of its entry into the Loan Modification, it is jointly
      and severally liable for the outstanding balance.





At June
      30, 2007, we had $6,755,000 outstanding under the Facility, which
      represents the entire amount outstanding for all Borrowers.





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





*Distributions*





We
      paid
      monthly distributions to our limited partners beginning with the first month
      after the limited partners’ admission through the termination of our
      reinvestment period, which was in June 2007. During the liquidation period,
      we
      expect to continue to make distributions pursuant to the terms of the
      partnership agreement. We expect that distributions made during the liquiation
      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 for the six months ended June 30, 2007 of $2,966,123. We paid
      distributions to our General Partner for the six months ended June 30, 2007
      of
      $29,961.






19
 *Table
          of Contents*





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





At
      June
      30, 2007 we have both non-recourse and recourse debt obligations. The lenders
      have security interests in equipment relating to the non-recourse debt and
      an
      assignment of the rental payments under the leases. If the lessee were to
      default on the non-recourse debt, the equipment would be returned to the lender
      in extinguishment of the non-recourse debt. At June 30, 2007, our outstanding
      non-recourse indebtedness was $47,934,933. We are a party to the Facility,
      as
      discussed in the financing and borrowings section above. We have $6,755,000
      of
      borrowings under this Facility at June 30, 2007.





**Subsequent
      Event**





On
      August
      8, 2007, we sold all of all of our rights in the Engine Modules on lease to
      TWA,
      to an unaffiliated third party for a gross sales price of $6,050,000. 
In
      connection with the sale we incurred legal fees and sales commissions of
      approximately $338,000 and relinquished previously collected security deposits
      and prepaid rent related to the Engine Modules of approximately
      $172,000, resulting in net proceeds of approximately $5,540,000 and a gain
      on
      sale of approximately $970,000.


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





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





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





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







20
 *Table
          of Contents*







**Item
      4. Controls and Procedures**





*Evaluation
      of disclosure controls and procedures*





In
      connection with the preparation of this Quarterly Report on Form 10-Q for the
      period ended June 30, 2007, as well as the condensed consolidated financial
      statements and Quarterly Reports on Form 10-Q for the period ended June 30,
      2007
      for our affiliates, our General Partner carried out an evaluation, under the
      supervision and with the participation of the management of our General Partner,
      including its Chief Executive Officer and the Principal Financial and Accounting
      Officer, of the effectiveness of the design and operation of our General
      Partner’s disclosure controls and procedures as of the end of the period covered
      by this report pursuant to the Securities Exchange Act of 1934. Based on the
      foregoing evaluation, except as noted below, the Chief Executive Officer and
      the
      Principal Financial and Accounting Officer concluded that our General Partner’s
      disclosure controls and procedures were effective.





While
      evaluating our General Partner’s disclosure controls and procedures during 2006,
      our General Partner recognized that greater internal controls were needed to
      aid
      in a more efficient closing of our financial statements, thereby requiring
      our
      General Partner to hire additional skilled accounting staff. In response, our
      General Partner hired several additional accounting staff members who are
      certified public accountants and/or are experienced with public reporting
      entities, including three additional senior accountants with more than 16,
      10
      and 9 years, respectively, of experience with public reporting entities, the
      most senior of those accountants having assumed the responsibilities of the
      senior vice president of accounting. Our General Partner will continue to
      evaluate its disclosure controls and procedures to determine their effectiveness
      and adequacy and will take the steps necessary, in our General Partner’s
      opinion, to ensure the adequacy of our General Partner’s disclosure controls and
      procedures.





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





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






21
 *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,
      2006.





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





There
      were 1,000 limited partnership units redeemed during the six months ended
      June 30, 2007.  The redemption amounts are calculated according to a
      specified redemption formula in accordance with the partnership
      agreement.  Redeemed units have no voting rights and do not share in
      distributions.  The partnership 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 ofAdditional
                Member
            
            
            Price
                  Paid PerAdditionalShares
                Redeemed
            
            
            Member
              SharesJanuary
                1, 2007 through January 31, 2007
            
            
            -
            
            
            $
            -February
                1, 2007 through February 28, 2007
            
            
            -
            
            
            $
            -March
                1, 2007 through March 31, 2007
            
            
            -
            
            
            $
            -April
                1, 2007 through April 30, 2007
            
            
            -
            
            
            $
            -May
                1, 2007 through May 31, 2007
            
            
            -
            
            
            $
            -June
                1, 2007 through June 30, 2007
            
            
            1,000
            
            
            $
            25.30





**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 six months
      ended
      June 30, 2007.





**Item
      5.  Other Information**





Not
      applicable.





**Item
      6.  Exhibits**





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






22
 *Table
          of Contents*





**SIGNATURES**





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





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








*Date:
      August 10, 2007*





*/s/
      Thomas W. Martin*


Thomas
      W.
      Martin


Chairman,
      Chief Executive Officer and President of the General Partner


(Principal
      Executive Officer)


ICON
      Capital Corp.


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





*Date:
      August 10, 2007*





*/s/Michael A. Reisner*


Michael
      A. Reisner


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


(Principal
      Financial and Accounting Officer)


ICON
      Capital Corp.


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







23