UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K/A




(Amendment No.
1)





þ
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended December 31,
    2008ORo
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934





Commission
file number:  333-37504




ICON
Income Fund Eight B L.P.


(Exact
name of registrant as specified in its charter)




Delaware
            
            13-4101114(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)100
      Fifth Avenue, 4th
      Floor
              New York,
      New York
            
            10011(Address
      of principal executive offices)
            
            (Zip
      Code)





(212)
418-4700


(Registrant’s
telephone number, including area code)




Securities
registered pursuant to Section 12(b) of the Act:  None




Securities
registered pursuant to Section 12(g) of the Act:  Units of Limited Partnership
Interests




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes     No þ




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.Yes     No
þ




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




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this


Form
10-K.  Yes þ    No





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


Large
accelerated filer       Accelerated filer
       Non-accelerated
filer  þ      Smaller
reporting company 




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




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last day of the registrant’s most recently completed second fiscal
quarter:  Not
applicable.




There is
no established market for limited partnership units of the
registrant.




Number of
outstanding units of limited partnership interests of the Registrant
on February 28, 2009 is 740,380.





DOCUMENTS
INCORPORATED BY REFERENCE




None.






Explanatory
Note
 
 ICON
Income Fund Eight B L.P. is filing this Amendment No. 1 (the “Amendment”) to its
Annual Report on Form 10-K for the year ended December 31, 2008, filed with the
Securities and Exchange Commission on March 26, 2009 (the “Original Filing”)
solely to correct a typographical error on the signature page.  No
changes have been made to Part I, Part II, Part III or Part IV of the Original
Filing or any of the Exhibits filed or furnished with the Original
Filing.  Accordingly, those sections have been
omitted.












SIGNATURES





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





File No.
333-37504


ICON
Capital Corp.


General
Partner of the Registrant





Date:
March 25,
2009
 
 /s/Michael A.
Reisner
 Michael
A. Reisner
 Co-Chief
Executive Officer, and Co-President
 (Co-Principal
Executive Officer)
 
 /s/Mark
Gatto
 Mark
Gatto
 Co-Chief
Executive Officer and Co-President
 (Co-Principal
Executive Officer)
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacity and on the dates indicated.
 
 ICON
Capital Corp.
 General
Partner of the Registrant
 
 Date:
March 25,
2009
 
 /s/Michael A.
Reisner
 Michael
A. Reisner
 Co-Chief
Executive Officer, Co-President and Director
   /s/Mark
Gatto
 Mark
Gatto
 Co-Chief
Executive Officer, Co-President and Director
   /s/Anthony
Branca
 Anthony
Branca
 Chief
Financial Officer
 
 /s/Thomas W.
Martin
 Thomas W.
Martin
 Chairman
and Director
  Supplemental
Information to be furnished with reports filed pursuant to Section 15(d) of the
Act by Registrant which have not registered securities pursuant to Section 12 of
the Act. No Annual
Report or proxy material has been sent to security holders.









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