**Exhibit 31.2**  

 

 

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**CERTIFICATION OF CO-CHIEF EXECUTIVEOFFICER**

**PURSUANT TO SECTION 302 OF THESARBANES-OXLEY ACT OF 2002**

 

I,Mark Gatto, certify that: 

 

1.      I have reviewed this Annual Reporton Form 10-K of ICON Income Fund Eight B L.P. Liquidating Trust (the“Liquidating Trust”);

 

2.      Based on my knowledge, this reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report; 

 

3.      Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the net assets and changes in net assetsunder the liquidation basis of accounting of the Liquidating Trust as of, andfor, the periods presented in this report; 

 

4.      I am responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the LiquidatingTrust and have: 

 

a.       designed such disclosure controls and procedures, orcaused such disclosure controls and procedures to be designed under mysupervision, to ensure that material information relating to the LiquidatingTrust, including its consolidated subsidiaries, is made known to me by otherswithin those entities, particularly during the period in which this report isbeing prepared; 

 

b.       designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under my supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

c.       evaluated the effectiveness of theLiquidating Trust's disclosure controls and procedures and presented in thisreport my conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and 

 

d.       disclosed in this report any change in the LiquidatingTrust’s internal control over financial reporting that occurred during the Liquidating Trust’s most recent fiscal year that has materially affected, oris reasonably likely to materially affect, the Liquidating Trust’s internalcontrol over financial reporting; and 

 

5.      This report discloses, based on mymost recent evaluation of internal control over financial reporting: 

 

a.       all significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the Liquidating Trust's ability torecord, process, summarize and report financial information; and

 

b.       any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the LiquidatingTrust's internal control over financial reporting.

 

Date: March 26, 2014

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/s/ Mark Gatto

Mark Gatto

Co-Chief ExecutiveOfficer and Co-President 

ICON Capital, LLC

 

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