UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2008
	For the fiscal year ended December 31, 2009
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transitional period from ____________________ to __________________

Commission file number: 333-54011

ICON Income Fund Eight A L.P. Liquidating Trust

(Exact name of registrant as specified in its charter)

Delaware		26-6785739
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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)

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

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

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 

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 ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~has ~~filers~~submitted ~~pursuant~~electronically toand ~~Item~~posted ~~405 of~~on ~~Regulation~~its ~~S-K~~corporate isWeb ~~not~~site, ~~contained~~if ~~herein~~any, ~~and~~every ~~will~~Interactive ~~not~~Data File required to be submitted ~~contained,~~and posted pursuant to ~~the~~Rule ~~best~~ 405 of ~~registrant's~~Regulation ~~knowledge,~~S-T in(§ ~~definitive~~232.405 ~~proxy~~of orthis chapter) ~~information~~during ~~statements incorporated~~the bypreceding ~~reference~~12 inmonths ~~Part~~(or ~~III~~for ofsuch ~~this~~shorter ~~Form~~period ~~10-K~~that orthe registrant ~~any~~was ~~amendment~~required to ~~this Form 10-K~~submit and post such files). ~~Yes þ No ~~

~~Indicate by~~Yes ~~check mark whether the registrant is a large accelerated filer, an~~ No 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.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. þ

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

Large accelerated filer  Accelerated filer  Non-accelerated filer 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 business day of the registrant’s most recently completed second fiscal quarter: Not applicable. There is no established market for the beneficial interests of the registrant.

~~There~~Number isof nooutstanding ~~established~~beneficial ~~market for equity~~ interests of the registrant on March 19, 2010 is 735,092.

Number of outstanding beneficial interests of the Registrant on March 17, 2009 is 735,092.

DOCUMENTS INCORPORATED BY REFERENCE

None.

*ICON Income Fund Eight A L.P. Liquidating Trust is the transferee of the assets and liabilities of ICON Income Fund Eight A L.P. and files reports under the Commission file number for ICON Income Fund Eight A L.P., which filed a Form 15 on March 16, 2009, indicating its notice of termination of registration and filing requirements.

Table of Contents

	Page
Consolidated Balance Sheets	1
Statement of Net Assets (Liquidation Basis) at December 31, 2009 (unaudited)	1
Consolidated Statements of Operations	2
Statement of Changes in Net Assets (Liquidation Basis) for the Period from March 16, 2009 (Commencement of Operations) through December 31, 2009 (unaudited)	2
Consolidated Statements of Changes in Partners’ Equity	3
Statement of Cash Flows (Liquidation Basis) for the Period from March 16, 2009 (Commencement of Operations) through December 31, 2009 (unaudited)	3
Consolidated Statements of Cash Flows	4
Notes to Financial Statements (unaudited)	4
Notes to Consolidated Financial Statements (unaudited)	6
Signatures	9
Signature Page	12
Certification of Co-Chief Executive Officer	10
Exhibit 31.1 Certification by Co-Chief Executive Officer
Certification of Co-Chief Executive Officer	11
Exhibit 31.2 Certification by Co-Chief Executive Officer
Certification of Chief Financial Officer	12
Exhibit 31.3 Certification by Chief Financial Officer

Table of Contents

ICON Income Fund Eight A L.P.
ICON Income Fund Eight A L.P. Liquidating Trust
(A Delaware Limited Partnership)
(A Delaware Statutory Trust)
Consolidated Balance Sheets
Statement of Net Assets (Liquidation Basis)
Assets
(unaudited)
	December 31,
Assets
	2008
	December 31,
	(unaudited)			2007
	2009
Current assets
Cash and cash equivalents	$	437,613		$	604,745
Cash	$	229,616
Net investment in finance lease		-			1,555,657
Total current assets		229,616
Total current assets		437,613			2,160,402
Non-current assets
Non-current assets
Investment in joint venture		608,831
Investments in joint ventures		983,100			3,346,186
Other non-current assets		171,904
Other non-current assets		168,124			168,127
Total non-current assets		780,735
Total non-current assets		1,151,224			3,514,313
Total Assets		1,010,351
Total Assets	$	1,588,837		$	5,674,715
Liabilities
Liabilities and Partners' Equity
Current liabilities
Current liabilities
Current portion of non-recourse term loan		594,597
Accrued expenses and other current liabilities	$	3325,~~600~~146		$	~~163,804~~
Total Liabilities		33619,~~600~~743			~~163,804~~
Commitments and contingencies
Partners' Equity
Net Assets in Liquidation	$	390,608
General Partner		(632,371	)		(592,856	)
Limited Partners		2,187,608			6,103,767
Total Partners' Equity		1,555,237			5,510,911
Total Liabilities and Partners' Equity	$	1,588,837		$	5,674,715

See accompanying notes to ~~the consolidated~~ financial statements.

Table of Contents

ICON Income Fund Eight A L.P.
ICON Income Fund Eight A L.P. Liquidating Trust
(A Delaware Limited Partnership)
(A Delaware Statutory Trust)
Consolidated Statements of Operations
Statement of Changes in Net Assets (Liquidation Basis)
	Years Ended December 31,
(unaudited)
	2008
	For the period from March 16, 2009
	(unaudited)			2007			2006
	(Commencement of Operations)
Revenue:
	through December 31, 2009
Rental income	$	-		$	1,969,156		$	7,236,254
Revenue:
Finance income		118,343			331,818			645,483
Income from investment in joint venture	$	168,028
Income from investments in joint ventures		27,906,786			215,269			219,075
Interest and other income		95,185
Net gain on sales of equipment		-			1,535,576			19,650
Total revenue		263,213
Interest and other income		37,213			32,629			27,549
Expenses:
Total revenue		28,062,342			4,084,448			8,148,011
Interest		92,064
Expenses:
General and administrative		92,733
Management fees - General Partner		-			-			174,711
Total expenses		184,797
Administrative expense (refunds) reimbursement -
Net income		78,416
General Partner		-			(192,000	)		139,079
Distribution of assets to beneficiaries		(454,793	)
Depreciation and amortization		-			496,447			3,033,905
Net Assets in Liquidation at March 16, 2009		766,985
Interest		-			180,474			548,436
Net Assets in Liquidation at December 31, 2009	$	390,608
Impairment loss		-			-			257,440
General and administrative		564,687			353,104			469,124
Total expenses		564,687			838,025			4,622,695
Income before minority interest		27,497,655			3,246,423			3,525,316
Minority interest		-			(1,093	)		308,559
Net income	$	27,497,655		$	3,247,516		$	3,216,757
Net income allocable to:
Limited Partners	$	27,222,678		$	3,215,041		$	3,184,589
General Partner		274,977			32,475			32,168
	$	27,497,655		$	3,247,516		$	3,216,757
Weighted average number of units of limited
partnership interests outstanding		735,121			735,232			735,351
Net income per weighted average unit of limited
partnership interests	$	37.03		$	4.37		$	4.33

See accompanying notes to ~~the consolidated~~ financial statements.

Table of Contents

ICON Income Fund Eight A L.P.
ICON Income Fund Eight A L.P. Liquidating Trust
(A Delaware Limited Partnership)
(A Delaware Statutory Trust)
Consolidated Statements of Changes in Partners' Equity
Statement of Cash Flows (Liquidation Basis)
	Units of Limited									Total
(unaudited)
	Partnership			Limited			General			Partners'
	For the period from March 16, 2009
	Interests			Partners			Partner			Equity
	(Commencement of Operations)
Balance, January 1, 2006		736,882		$	13,676,869		$	(517,128	)	$	13,159,741
	through December 31, 2009
Net income		-			3,184,589			32,168			3,216,757
Cash flows from operating activities:
Units of limited partnership interests redeemed		(1,650	)		(77,210	)		-			(77,210	)
Net income	$	78,416
Cash distributions to partners		-			(3,496,273	)		(35,328	)		(3,531,601	)
Adjustments to reconcile net income to net cash used in
Balance, December 31, 2006		735,232			13,287,975			(520,288	)		12,767,687
operating activities:
Net income		-			3,215,041			32,475			3,247,516
Income from investment in joint venture		(168,028	)
Units of limited partnership interests redeemed		-			-			-			-
Changes in operating assets and liabilities:
Cash distributions to partners		-			(10,399,249	)		(105,043	)		(10,504,292	)
Other assets		(3,780	)
Balance, December 31, 2007		735,232			6,103,767			(592,856	)		5,510,911
Due to affiliates		(468,307	)
Net income		-			27,222,678			274,977			27,497,655
Accrued expenses and other current liabilities		360
Units of limited partnership interests redeemed		(140	)		(4,177	)		-			(4,177	)
Distributions from joint venture		168,028
Cash distributions to partners		-			(31,134,660	)		(314,492	)		(31,449,152	)
Net cash used in operating activities		(393,311	)
Balance, December 31, 2008 (unaudited)		735,092		$	2,187,608		$	(632,371	)	$	1,555,237
Cash flows from investing activities:
Distributions received from joint venture		299,598
Net cash provided by investing activities		299,598
Cash flows from financing activities:
Cash distributions to partners		(454,793	)
Repayment of non-recourse term loan		(351,758	)
Net cash used in financing activities		(806,551	)
Net decrease in cash		(900,264	)
Cash, beginning of period		1,129,880
Cash, end of period	$	229,616
	For the period from March 16, 2009
	(Commencement of Operations)
	through December 31, 2009
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	89,241
Transfer of Net Assets from ICON Income Fund Eight A L.P.
to ICON Income Fund Eight A L.P. Liquidating Trust	$	766,985

See accompanying notes to ~~the consolidated~~ financial statements.

Table of Contents

ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
	Years Ended December 31,
	2008
	(unaudited)			2007			2006
Cash flows from operating activities:
Net income	$	27,497,655		$	3,247,516		$	3,216,757
Adjustments to reconcile net income to net cash provided by
operating activities:
Rental income paid directly to lenders by lessees		-			(1,969,156	)		(7,236,254	)
Finance income		(118,343	)		(331,818	)		(645,483	)
Net gain on sales of equipment		-			(1,535,576	)		(19,650	)
Income from investments in joint ventures		(27,906,786	)		(215,269	)		(219,075	)
Depreciation and amortization		-			496,447			3,033,905
Interest expense on non-recourse financing paid directly
to lenders by lessees		-			180,474			548,436
Impairment loss		-			-			257,440
Minority interest		-			(1,093	)		308,559
Changes in operating assets and liabilities:
Collection of finance lease		1,474,000			1,624,001			2,418,072
Other assets		3			(36,917	)		36,061
Due to General Partner and affiliates, net		-			(143,112	)		120,324
Accrued expenses and other current liabilities		(130,204	)		(75,497	)		(137,000	)
Distributions to/from minority interest holders and joint ventures		27,906,786			217,038			-
Net cash provided by operating activities		28,723,111			1,457,038			1,682,092
Cash flows from investing activities:
Proceeds from sales of equipment		200,000			9,523,555			40,278
Distributions received from joint ventures		2,363,086			371,543			504,896
Net cash provided by investing activities		2,563,086			9,895,098			545,174
Cash flows from financing activities:
Cash distributions to partners		(31,449,152	)		(10,504,292	)		(3,531,601	)
Distributions to minority interest holders in joint ventures		-			(426,000	)		-
Due to General Partner and affiliates, net		-			-			145,000
Units of limited partnership interests redeemed		(4,177	)		-			(77,210	)
Net cash used in financing activities		(31,453,329	)		(10,930,292	)		(3,463,811	)
Net (decrease) increase in cash and cash equivalents		(167,132	)		421,844			(1,236,545	)
Cash and cash equivalents, beginning of the year		604,745			182,901			1,419,446
Cash and cash equivalents, end of year	$	437,613		$	604,745		$	182,901

ICON Income Fund Eight A L.P. Liquidating Trust

~~See~~(A ~~accompanying~~Delaware ~~notes~~Statutory ~~to the consolidated financial statements.~~Trust)

Notes to Financial Statements

December 31, 2009

(unaudited)

(1)	Purpose of Liquidating Trust

ICON Income Fund Eight A L.P. Liquidating Trust, a Delaware Statutory Trust, was formed on February 18, 2009 (the “Liquidating Trust”). The Liquidating Trust is governed by a Liquidating Trust Agreement that appointed ICON Capital Corp. as managing trustee of the Liquidating Trust (the “Managing Trustee”). The Liquidating Trust’s two assets are an investment in ICON Global Crossing, LLC and an interest in the rights to the profits, losses and cash flows from an entity that has an investment in North Sea (Connecticut) Limited Partnership (“North Sea”), if and when received. These assets were transferred to the Liquidating Trust from ICON Income Fund Eight A L.P. (“Fund Eight A”) as of March 16, 2009 (Commencement of Operations) in order to reduce the expenses incurred by Fund Eight A and to maximize potential distributions to investors. As there is no equity in a Liquidating Trust, no statements of changes in members’ equity are presented. On March 16, 2009, all general and limited partnership interests in Fund Eight A were exchanged for an equal number of beneficial interests in the Liquidating Trust.

(2)	Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements of the Liquidating Trust have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”). The financial statements include the accounts of the Liquidating Trust.

The Liquidating Trust accounts for its noncontrolling interests in joint ventures where the Liquidating Trust has influence over financial and operational matters, generally 50% or less ownership interest, under the equity method of accounting. In such cases, the Liquidating Trust's original investments are recorded at cost and adjusted for its share of earnings, losses and distributions. The Liquidating Trust accounts for investments in joint ventures where the Liquidating Trust has virtually no influence over financial and operational matters using the cost method of accounting. In such cases, the Liquidating Trust's original investments are recorded at cost and any distributions received are recorded as revenue.

Cash

The Liquidating Trust's cash is held principally at one financial institution and at times may exceed insured limits. The Liquidating Trust has placed these funds in a high quality institution in order to minimize risk relating to exceeding insured limits.

Income Taxes

The Liquidating Trust is taxed as a partnership for federal and State income tax purposes. No provision for income taxes has been recorded since the liability for such taxes is that of each of the individual beneficiaries rather than the Liquidating Trust. The Liquidating Trust's income tax returns are subject to examination by the federal and State taxing authorities, and changes, if any, could adjust the individual income tax of the beneficiaries.

Table of Contents

ICON Income Fund Eight A L.P.
(A Delaware Limited Partnership)
Consolidated Statements of Cash Flows
	Years Ended December 31,
	2008
	(unaudited)		2007		2006
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	-	$	18,688	$	-
Supplemental disclosure of non-cash investing and financing activities:
Principal and interest paid on non-recourse long-term debt
directly to lenders by lessees	$	-	$	7,154,362	$	6,276,095

ICON Income Fund Eight A L.P. Liquidating Trust

~~See~~(A ~~accompanying~~Delaware ~~notes~~Statutory ~~to the consolidated financial statements.~~Trust)

Notes to Financial Statements

December 31, 2009

(unaudited)

(2)	Summary of Significant Accounting Policies - continued

Recently Adopted Accounting Pronouncements

In 2009, the Liquidating Trust adopted the accounting pronouncement regarding the general standards of accounting for, and disclosure of, events that occur after the statement of net assets date but before the financial statements are issued. This pronouncement was effective prospectively for interim and annual reporting periods ending after June 15, 2009. The adoption of this accounting pronouncement did not have a significant impact on the Liquidating Trust’s financial statements.

In 2009, the Liquidating Trust adopted Accounting Standards Codification 105, “Generally Accepted Accounting Principles,” which establishes the Financial Accounting Standards Board Accounting Standards Codification (the “Codification”), which supersedes all existing accounting standard documents and is the single source of authoritative non-governmental US GAAP. All other accounting literature not included in the Codification is considered non-authoritative. This accounting standard is effective for interim and annual periods ending after September 15, 2009. The Codification did not change or alter existing US GAAP and it did not result in a change in accounting practices for the Liquidating Trust upon adoption. The Liquidating Trust has conformed its financial statements and related notes to the new Codification for the period from March 16, 2009 (Commencement of Operations) through December 31, 2009.

(3)	Investment in Joint Venture

ICON Global Crossing, LLC

On November 17, 2005, Fund Eight A, along with ICON Income Fund Ten, LLC (“Fund Ten”) and ICON Leasing Fund Eleven, LLC (“Fund Eleven”), both affiliates of the Managing Trustee, formed ICON Global Crossing, LLC (“ICON Global Crossing”), with original ownership interests of 12%, 44% and 44%, respectively, to purchase telecommunications equipment. On March 31, 2006, Fund Eleven made an additional capital contribution of approximately $7,734,000 to ICON Global Crossing, which changed the ownership interests for Fund Eight A, Fund Ten and Fund Eleven to 7.99%, 30.62% and 61.39%, respectively. The total capital contributions made to ICON Global Crossing as of December 31, 2006 were approximately $25,131,000, of which Fund Eight A’s share was approximately $2,008,000.

During February and April 2006, ICON Global Crossing purchased telecommunications equipment subject to a lease with Global Crossing Telecommunications, Inc. (“Global Crossing”). The purchase price, inclusive of initial direct costs, was approximately $25,278,000. The equipment is subject to a 48-month lease that commenced on April 1, 2006.

On February 13, 2009, Fund Eight A monetized its interest in ICON Global Crossing by issuing a non-recourse note to AIM Financial Corporation (“AIM”), an unaffiliated party, in the amount of approximately $980,000, which amount represented the discounted present value of the future rental streams Fund Eight A expected to receive with respect to its interest in the joint venture. Interest on the unpaid principal balance of the note accrues at a rate of 15% per year. In the event of a default, interest on the unpaid principal balance of the note will accrue at 17% per year. The non-recourse note matures on April 5, 2010.

On March 1, 2009, Fund Eight A distributed to its limited partners approximately $900,000, or approximately $1.22 per unit of limited partnership interest, in proceeds received from monetizing its investment in Global Crossing.

Table of Contents

ICON Income Fund Eight A L.P. Liquidating Trust

(A Delaware ~~Limited~~Statutory ~~Partnership~~Trust)

Notes to ~~Consolidated~~ Financial Statements

December 31, ~~2008, 2007 and 2006~~2009

(unaudited)

(13) ~~Organization~~Investment in Joint Venture - continued

~~ICON~~On ~~Income~~September ~~Fund~~30, ~~Eight~~2009, AICON ~~L.P.~~Global ~~(the~~Crossing ~~“Partnership”)~~sold ~~was~~certain ~~formed~~telecommunications equipment on ~~July~~lease 9,to ~~1997~~Global asCrossing ~~a Delaware~~back ~~limited~~to ~~partnership.~~it ~~The~~for ~~Partnership~~a ~~was~~purchase ~~engaged~~price ~~in one business~~of ~~segment~~$5,493,000 ~~the~~and ~~business~~removed ofthe ~~purchasing~~ equipment ~~and~~from ~~leasing~~the itGlobal ~~to third parties,~~Crossing ~~providing~~lease. The ~~equipment~~transaction ~~and~~was ~~other~~effected ~~financing~~in ~~and,~~order to aredeem ~~lesser~~Fund ~~degree, acquiring~~Eleven’s 61.39% ownership ~~rights~~interest in ofICON ~~leased~~Global ~~equipment at lease expiration~~Crossing. The Onsale ~~March~~proceeds have ~~16,~~been ~~2009,~~paid ~~the Partnership~~to ~~transferred~~Fund ~~all~~Eleven ofand its ~~assets~~ownership ~~and~~interest ~~liabilities~~in to ICON ~~Income~~Global ~~Fund~~Crossing ~~Eight~~was Aassigned L12.P.7% ~~Liquidating~~to ~~Trust, a Delaware Statutory Trust (~~the “Liquidating Trust~~”),~~ and ~~filed~~48.69% ~~Form~~to 15Fund ~~with~~Ten, ~~the Securities and Exchange Commission (“SEC”)~~which toadjusted ~~terminate~~ the ~~registration~~Liquidating ~~of the Partnership~~Trust’s ~~limited partnership interests under the Securities Exchange Act of 1934 as amended (the “Exchange Act”),~~ and ~~announced~~ ~~that~~Fund itTen’s ~~would~~ownership ~~cease~~interests in ~~filing reports under the Exchange Act. The General~~ICON ~~Partner~~Global ~~will~~Crossing ~~issue~~ to ~~beneficiaries~~20.69% and ~~file with the SEC annual reports on Form 10-K and current reports on Form 8-K upon the occurrence of a material event relating to the Partnership~~79. ~~The Partnership’s financial statements have been audited for the years ended December~~ 31%, ~~2007 and 2006, however, the Partnership did not engage independent auditors to perform an audit on the consolidated financial statements contained herein~~respectively. ~~Additionally, the Partnership did not engage independent auditors to perform procedures on the audited consolidated~~ ~~financial statements since April 9, 2008.~~

~~The Partnership~~(4) ~~began~~Interest its liquidation period on December 20, 2005. During the liquidation period, the Partnership distributed substantially all distributable cash from operations and equipment sales to the partners and continued the orderly termination of its operations and affairs. The Partnership did not invest in ~~any~~Energy ~~additional financing or lease transactions during the liquidation period.~~Equipment

The ~~general~~Liquidating ~~partner~~Trust ofhas ~~the Partnership is ICON Capital Corp. (the “General Partner”),~~ a ~~Delaware~~right ~~corporation.~~in ~~The General Partner manages~~ and ~~controls~~to ~~the business~~0.8% ~~affairs~~ of the ~~Partnership~~profits, ~~including~~losses, ~~but not limited to, the equipment leases~~ and ~~other financing transactions that the Partnership entered~~cash ~~into~~flows from ~~pursuant~~an ~~to the terms of the Partnership’~~affiliate's limited partnership ~~agreement~~ asinterest ~~amended (the~~in ~~“LP~~North ~~Agreement”). Additionally~~Sea, ~~the~~ ~~General~~an ~~Partner~~entity ~~has~~that owns a 1100% interest in ~~the~~a ~~profits,~~mobile ~~losses,~~offshore ~~cash~~drilling ~~distributions~~rig ~~and~~that is ~~liquidation~~subject ~~proceeds~~to oflease with Rowan Companies, Inc. (the ~~Partnership~~“Charterer”).

The ~~Partnership's~~Charterer ~~maximum~~had ~~offering~~entered ~~was~~into ~~$75,000,000.~~a ~~The~~charter ~~Partnership commenced business operations on its initial closing date, October 14, 1998,~~ with the ~~admission~~ ofowner ~~investors~~trustee ~~holding 12,000 units~~ of ~~limited partnership interests (~~the ~~“Units”),~~drilling ~~representing $1~~rig,~~200,000 of capital~~ ~~contributions. Between~~which ~~October~~had ~~15,~~a ~~1998~~semi-annual ~~and~~charter ~~May~~hire ~~17,~~of ~~2000,~~approximately ~~the final closing date, 737,965 additional Units were sold representing~~ $732,~~796~~600,~~504~~000 during ~~of capital contributions, bringing~~ the ~~total sale of Units to 749,965 representing~~ ~~$74,996,504~~fixed ofrate ~~capital~~renewal ~~contributions. From 1998 through 2008~~term, ~~the Partnership~~which ~~redeemed~~was ~~14,873 Units,~~scheduled ~~leaving~~to ~~735,092 Units~~expire ~~outstanding at~~on ~~December~~March 3115, 2008.

~~Partners’~~On ~~capital~~October ~~accounts~~5, ~~are~~2005, ~~increased~~the ~~for~~Charterer ~~their~~notified ~~initial~~the ~~capital~~owner ~~contribution~~trustee ~~plus~~of ~~their proportionate~~the ~~share~~rig ofthat ~~earnings~~an “Event ~~and~~of ~~decreased~~Loss” byoccurred ~~their~~with ~~proportionate~~respect ~~share~~to ~~of losses~~the ~~and~~rig ~~distributions. Profits,~~in ~~losses,~~September ~~cash~~2005 ~~distributions~~as ~~and~~a result ~~liquidation~~of ~~proceeds~~Hurricane ~~are~~Rita. The ~~allocated~~charter ~~99%~~provides tothat the ~~limited~~Charterer ~~partners~~will ~~and 1%~~ pay to the ~~General~~ ~~Partner~~lender ~~until~~(and ~~each~~upon ~~limited~~satisfaction ~~partner~~of ~~has~~all ~~(a)~~of ~~received~~the ~~cash~~debt ~~distributions and~~outstanding, ~~liquidation sufficient~~ to ~~reduce~~the owner ~~their~~trustee ~~adjusted~~on ~~capital~~behalf ~~account~~of toNorth ~~zero and (b~~Sea) ~~received,~~an inamount ~~addition,~~equal ~~other~~to ~~distributions~~the ~~and~~“Stipulated ~~allocations that would~~Loss ~~provide~~Value” anof 8%the ~~per~~rig. The ~~year~~“Stipulated ~~cumulative~~Loss ~~return~~Value” onof ~~their~~the ~~outstanding~~rig ~~adjusted capital~~is ~~account.~~determined ~~After~~according ~~such~~to ~~time,~~the ~~distributions~~terms ~~will~~of bethe ~~allocated~~charter ~~90%~~between to the ~~limited partners~~Charterer and ~~10%~~the owner totrustee of the ~~General Partner~~rig.

In November 2005, the Charterer commenced a declaratory judgment action in Texas State Court requesting that the court declare, among other things, that “Stipulated Loss Value” should be determined by “the value estimated in advance” of the renewal term of the charter, which amount was never documented or agreed upon by the parties. North Sea immediately filed a counterclaim against the Charterer to, among other things, have the charter enforced in accordance with its terms, and the owner trustee of the rig initiated the appraisal procedure required under the charter. The appraisal procedure was completed and it was determined that the “Stipulated Loss Value” of the rig at the end of the charter was $80,235,317.

On or about May 22, 2006, the Charterer paid to North Sea (i) the March 2006 charter hire payment and (ii) the component of the “Stipulated Loss Value” of the rig represented by the present value of the remaining charter hire payments due to the lender, which amounts were used to fully satisfy the approximately $9,300,000 of outstanding non-recourse debt on the rig. On September 1, 2006, the Charterer and North Sea each filed motions for complete summary judgment. On March 7, 2007, the Texas State Court issued its final judgment and an order of severance and consolidation with respect to the parties’ summary judgment motions. In its final judgment, the Texas State Court (i) granted all of North Sea’s summary judgment motions that support the court’s related order for the Charterer to pay North Sea the approximately $60 million plus interest thereon that North Sea claimed as its damages, as well as $500,000 in attorneys’ fees, (ii) denied all of North Sea’s other summary judgment motions, except for those that were severed pursuant to the order of severance and consolidation, and (iii) denied all of the Charterer’s summary judgment motions.

The Charterer appealed the Texas State Court’s judgment and filed its appeals brief on November 7, 2007. On March 31, 2009, by a two to one decision of the appellate panel, the Court of Appeals rendered its decision to reverse the Texas State Court’s decision. On February 4, 2010, the Texas Court of Appeals denied North Sea’s motions for rehearing and reconsideration. The Managing Trustee strongly disagrees with the decision of the appellate panel and continues to believe its interpretation of the charter agreement with the Charterer and the Texas State Court’s decision are both correct. To that end, North Sea filed a petition to review the Court of Appeals decision in the Texas Supreme Court on March 22, 2010.

Table of Contents

ICON Income Fund Eight A L.P. Liquidating Trust

(A Delaware ~~Limited~~Statutory ~~Partnership~~Trust)

Notes to ~~Consolidated~~ Financial Statements

December 31, ~~2008, 2007 and 2006~~ 2009

(unaudited)

(24) ~~Summary~~Interest ofin ~~Significant~~Energy ~~Accounting~~Equipment ~~Policies~~- continued

~~Basis~~The Managing Trustee and the other North Sea partners are working vigorously to have the Court of Appeals’ decision reconsidered and, if necessary, overturned as ~~Presentation~~soon as practicable. While it is not possible at this stage to determine the likelihood of the outcome of the litigation, the Managing Trustee and ~~Consolidation~~the other North Sea partners believe that the Texas State Court’s decision is correct and the Managing Trustee is working with the other North Sea partners to vigorously pursue its claims and defend the court’s decision. Although the court initially ruled in North Sea’s favor, the final outcome of any appeal is uncertain. The appeals process may span several more years, during which time the Liquidating Trust expects to incur additional expenses and legal fees. If the Texas State Court’s decision is ultimately reversed on appeal, the matter could be remanded to the Texas State Court and could proceed to trial, which would further delay a resolution of the dispute. A trial would require the Liquidating Trust and the other North Sea partners to devote significant resources, including substantial time and money, to the pursuit of North Sea’s claims. There is no certainty that a trial will result in a favorable verdict. If the Charterer prevails on appeal, it is anticipated that such a verdict would have a material adverse effect on the cash available for distribution to the beneficiaries of the Liquidating Trust.

~~The~~As of ~~accompanying~~December ~~consolidated~~31, ~~financial~~2009, ~~statements~~the ofinterest ~~the~~was ~~Partnership~~approximately ~~have~~$168,000 ~~been prepared~~and is included in other ~~accordance~~non-current ~~with~~assets ~~U.S.~~in ~~generally~~the ~~accepted~~accompanying ~~accounting~~statement ~~principles~~of ~~(“US~~net ~~GAAP”)~~assets.

~~The consolidated~~(5) ~~financial~~Controls ~~statements include the accounts of the Partnership~~ and ~~its~~ ~~majority- owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.~~Procedures

~~The Partnership~~Evaluation accounts for its noncontrolling interests in joint ventures where the Partnership has influence over financial and operational matters, generally 50% or less ownership interest, under the equity method of ~~accounting.~~disclosure ~~In such~~controls ~~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 policy.procedures

In ~~joint~~ ~~ventures~~connection ~~where~~with the ~~Partnership’s~~preparation ~~interest~~of isthis ~~majority~~Annual ~~owned~~Report on Form 10-K for the period from March 16, 2009 (Commencement of Operations) through December 31, 2009, as well as the financial statements for our Managing Trustee, our Managing ~~condition~~Trustee carried out an evaluation, under the supervision and ~~results~~with the participation of ~~operations~~the management of ~~the~~our ~~joint~~Managing ~~venture~~Trustee, ~~are~~including its Co-Chief ~~consolidated. Minority~~Executive ~~interest~~Officers ~~represents~~and the ~~minority~~Chief ~~owner~~Financial Officer, of the effectiveness of the design and operation of our Managing Trustee’s disclosure controls and ~~proportionate~~procedures ~~share~~as of ~~its~~the ~~equity~~end inof the ~~joint~~period ~~venture.~~covered ~~The~~by ~~minority~~this ~~interest~~report ~~is adjusted~~pursuant ~~for~~to the Securities ~~minority~~Exchange ~~owner’s~~Act ~~share~~ of 1934, as amended. Based on the ~~earnings~~foregoing evaluation, the ~~losses~~Co-Chief Executive Officers and the Chief Financial Officer concluded that ~~distributions~~our ofManaging ~~the~~Trustee’s ~~joint~~disclosure ~~venture~~controls and procedures were effective.

~~Cash~~In designing and evaluating our Managing Trustee’s disclosure controls and ~~cash~~procedures, ~~equivalents~~our Managing Trustee 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 Managing Trustee’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.

Cash and cash equivalents include cash in banks and highly liquid investments with original maturity dates of three months or less.

The Partnership's cash and cash equivalents are held principally at one financial institution and at times may exceed insured limits. The Partnership has placed these funds in high quality institutions in order to minimize risk relating to exceeding insured limits.

Allowance for Doubtful Accounts

When evaluating the adequacy of the allowance for doubtful accounts, the Partnership estimates the uncollectibility of receivables by analyzing lessee, borrower and other counterparty concentrations, creditworthiness and current economic trends. The Partnership records an allowance for doubtful accounts when the analysis indicates that the probability of full collection is unlikely. No allowance was deemed necessary at December 31, 2008 and 2007.

Unguaranteed Residual Values

The Partnership carries its investments in unguaranteed residual values at cost. The net book value is equal to or less than fair value at each reporting period and is subject to the Partnership's impairment review policy.

Revenue Recognition

The Partnership leased equipment to third parties and each such lease is classified as either a finance lease or an operating lease, which is based upon the terms of each lease. For a finance lease, initial direct costs were capitalized and amortized over the term of the related lease. For an operating lease, the initial direct costs are included as a component of the cost of the equipment and depreciated.

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ICON Income Fund Eight A L.P. Liquidating Trust

(A Delaware ~~Limited~~Statutory ~~Partnership~~Trust)

Notes to ~~Consolidated~~ Financial Statements

December 31, ~~2008, 2007 and 2006~~2009

(unaudited)

(25) ~~Summary~~Controls ofand ~~Significant~~Procedures ~~Accounting~~- ~~Policies–~~ continued

~~For~~Our ~~finance~~Managing ~~leases,~~Trustee’s ~~the~~Co-Chief ~~Partnership~~Executive ~~recorded,~~Officers atand ~~lease~~Chief ~~inception,~~Financial ~~the~~Officer ~~total minimum~~have ~~lease~~determined ~~payments~~that ~~receivable~~no ~~from~~weakness ~~the~~in ~~lessee,~~disclosure ~~the~~controls ~~estimated unguaranteed residual value of the equipment at lease termination, the initial direct costs related to the lease~~ and ~~the~~procedures ~~related~~had ~~unearned income. Unearned income~~any ~~represented~~material ~~the~~effect ~~difference~~on ~~between~~ the ~~sum~~accuracy ofand ~~the~~completeness ~~minimum lease payments receivable plus the estimated unguaranteed residual value, minus the cost~~ of ~~the leased~~our ~~equipment. Unearned~~financial ~~income~~reporting ~~is recognized as finance income~~and ~~over~~disclosure ~~the~~included ~~term~~in ofthis ~~the~~Annual ~~lease~~Report ~~using~~on ~~the~~Form ~~effective interest rate method~~10-K.

~~For~~Evaluation ~~operating~~of ~~leases,~~internal ~~rental~~control ~~income is recognized on a straight-line basis~~ over ~~the lease~~financial term. Billed operating lease receivables were included in accounts receivable until collected. Accounts receivable is stated at its estimated net realizable value. Deferred income is the difference between the timing of the cash payments and the income recognized on a straight-line basis.reporting

~~The~~Our ~~General~~Managing ~~Partner~~Trustee ~~has~~is anresponsible ~~investment~~for ~~committee~~establishing ~~that~~and ~~approves~~maintaining ~~each~~adequate internal ~~new~~control ~~equipment lease and other~~over ~~financing~~financial ~~transaction~~reporting. As ~~part~~Internal ofcontrol ~~its~~over financial ~~process, it~~reporting ~~determined~~is defined in Rules 13a-15(f) and 15d-15(f) under the ~~residual~~Securities Exchange ~~value~~Act of 1934, ifas ~~any~~amended, as a process designed to beprovide ~~used~~reasonable assurance ~~once~~regarding the reliability of financial reporting and the preparation ~~investment~~of ~~was~~financial ~~approved. The~~statements ~~factors~~for ~~considered~~external purposes in ~~determining~~accordance ~~the~~with generally ~~residual~~accepted ~~value~~accounting ~~included,~~principles ~~but~~and ~~were~~includes ~~not~~those ~~limited~~policies and procedures that (1) pertain to, the ~~creditworthiness~~maintenance of ~~the~~records that in reasonable detail accurately ~~potential~~and ~~lessee,~~fairly reflect the ~~type~~transactions and dispositions of ~~equipment~~the ~~considered,~~assets ~~how~~of the Liquidating ~~equipment~~Trust; ~~was~~(2) provide reasonable assurance that transactions are ~~integrated~~recorded ~~into~~as ~~the~~necessary ~~potential~~to ~~lessee’s~~permit ~~business~~preparation of financial statements in accordance with generally accepted accounting principles, ~~the~~and ~~length~~that receipts and expenditures of the ~~lease~~Liquidating Trust are being made only in accordance with authorizations of management and directors of the Liquidating Trust; and (3) ~~industry~~provide inreasonable ~~which~~assurance ~~the~~regarding ~~potential~~prevention ~~lessee~~or ~~operated. Residual~~timely ~~values~~detection ~~are~~of ~~reviewed~~unauthorized ~~for~~acquisition, ~~impairment~~use inor ~~accordance~~disposition ~~with~~of the ~~Partnership’~~Liquidating Trust's ~~impairment review~~assets ~~policy~~that could have a material effect on the financial statements.

~~Per~~Because of ~~Unit~~its inherent limitations, internal control over financial reporting may not ~~Data~~prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Net~~Our ~~income~~Managing ~~(loss)~~Trustee ~~per~~assessed ~~Unit~~the iseffectiveness ~~based~~of ~~upon~~its internal control over financial reporting as of December 31, 2009. In making this assessment, our Managing Trustee used the ~~weighted~~criteria ~~average~~set ~~number~~forth by the Committee of ~~Units~~Sponsoring ~~outstanding~~Organizations ~~during~~of the ~~year~~Treadway Commission (“COSO”) in “Internal Control — Integrated Framework.”

~~Unit~~Based on ~~Redemptions~~its assessment, our Managing Trustee believes that, as of December 31, 2009, its internal control over financial reporting is effective.

~~The Partnership~~(6) ~~may,~~Subsequent at its discretion, redeem Units from a limited number of its limited partners, as provided for in its LP Agreement. The redemption price for any Units approved for redemption is based upon a formula, as provided in the LP Agreement. Limited partners were required to hold their Units for at least one year before redemptions will be permitted.Events

~~Use~~On March 17, 2010, the Liquidating Trust, through its wholly-owned subsidiary, ICON Global Crossing, and Global Crossing agreed to extend the lease which was set to expire on March 31, 2010. The lease is now scheduled to expire on March 31, 2011. In connection with the extension, ICON Global Crossing and Global Crossing agreed to fix the purchase option at $1 for each schedule of ~~Estimates~~equipment.

~~The preparation~~In ofaddition, ~~financial~~on ~~statements~~March in23, ~~conformity~~2010, ~~with US GAAP requires~~ the ~~General~~ ~~Partner~~note todelivered ~~make~~by ~~estimates~~Fund ~~and~~Eight ~~assumptions~~A ~~that affect the reported~~to ~~amounts~~AIM ofwas ~~assets~~extended ~~and~~until ~~liabilities~~March 31, ~~the~~2011 ~~disclosure~~to ofcoincide ~~contingent~~with ~~assets and liabilities as of~~ the ~~date~~expiration of the ~~consolidated financial statements and the~~ ~~reported amounts of revenues and expenses during the reporting period~~lease. Significant estimates primarily include the determination of allowance for doubtful accounts, depreciation and amortization, impairment losses, estimated useful lives and residual values. Actual results could differ from those estimates.

Recent Accounting Pronouncements

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

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~~ICON Income Fund Eight A L.P.~~ SIGNATURES

(APursuant ~~Delaware~~to ~~Limited~~the ~~Partnership~~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.

~~Notes to~~ICON ~~Consolidated~~Income ~~Financial~~Fund ~~Statements~~Eight A L.P. Liquidating Trust

~~December 31, 2008, 2007 and 2006~~(Registrant)

~~(unaudited)~~By: ICON Capital Corp.

(3)Managing Trustee ~~Net~~of ~~Investment~~the ~~in Finance Lease~~Registrant)

~~Net investments~~March ~~in finance lease consisted of the following at December 31~~24, ~~2008 and~~ ~~2007:~~2010

	2008		2007
Minimum rents receivable	$	-	$	1,474,000
Estimated residual value		-		200,000
Unearned income		-		(118,343	)
Net investment in finance lease	$	-	$	1,555,657

By: /s/ Michael A. Reisner

Michael A. Reisner

Co-Chief Executive Officer and Co-President

(Co-Principal Executive Officer)

~~The Partnership~~By: ~~had~~/s/ anMark ~~investment~~Gatto inMark aGatto ~~finance~~Co-Chief ~~lease~~Executive ~~with~~Officer ~~Regus~~and ~~Business~~Co-President ~~Centre Corp.~~ (~~“Regus”),~~Co-Principal ~~which~~Executive leased office, telecommunications and computer equipment from the Partnership under the terms of a finance lease entered into in August 2000. On February 28, 2007, the lease expired and Regus purchased the equipment pursuant to a purchase option.Officer)

~~During~~Pursuant ~~December~~to ~~2005,~~ the ~~Partnership~~requirements ~~purchased~~of ~~from~~the ~~and~~Securities ~~simultaneously~~Exchange ~~leased~~Act ~~back certain manufacturing equipment to Playcore Wisconsin, Inc. (“Playcore”) for a purchase price~~ of $41934,~~040,000.~~ ~~The~~this ~~equipment~~report ~~was~~has ~~subject to a 36-month lease that~~been ~~commenced~~signed onbelow ~~January~~by ~~1, 2006. On December 11, 2008,~~ the ~~Partnership~~following ~~sold~~persons ~~the equipment to Playcore pursuant to a purchase option at lease expiration for $200,000. There was no gain or loss recognized~~ on ~~this~~behalf ~~transaction. The Partnership received a total~~ of ~~approximately~~the ~~$5,200,000~~registrant onand ~~this~~in ~~investment from~~the ~~rental~~capacities ~~payments~~ and ~~sale~~on ~~proceeds~~the dates indicated.

~~(4)~~ ICON ~~Investments~~Income inFund ~~Joint~~Eight ~~Ventures~~A L.P. Liquidating Trust

~~Gulf Coast Leasing, LLC~~(Registrant)

~~During March~~By: ~~2000, the Partnership acquired a 50% ownership interest in Gulf Coast~~ICON ~~Leasing,~~Capital ~~LLC (“Gulf Coast”), which acquired a 50% residual value interest in a mobile offshore drilling rig (the “Cecil Provine”) subject to charter with an unaffiliated third-party~~Corp. The Partnership invested $1,997,000. On June 6, 2008, the Partnership was informed that the owner trustee of the trust entered into an agreement, dated as of May 30, 2008, to sell the rig to an unaffiliated third-party for $119,000,000. All of the rental payments under the lease were used to service the non-recourse debt that was incurred to acquire the equipment, which matured on June 23, 2008. The renewal term of the charter also expired on June 23, 2008, however, the owner trustee and the charterer extended the renewal term of the charter from June 27, 2008 to and including July 7, 2008 without any additional payment of charter hire. On July 7, 2008, Gulf Coast sold its residual value interest.

(Managing Trustee of the Registrant)

March 24, 2010

By: /s/ Michael A. Reisner

Michael A. Reisner

Co-Chief Executive Officer and Co-President and Director

(Co-Principal Executive Officer)

By: /s/ Mark Gatto

Mark Gatto

Co-Chief Executive Officer and Co-President and Director

(Co-Principal Executive Officer)

By: /s/ Anthony J. Branca

Anthony J. Branca

Chief Financial Officer

(Principal Accounting and Financial Officer)

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants 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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~~ICON~~CERTIFICATION ~~Income~~OF ~~Fund~~CO-CHIEF ~~Eight~~EXECUTIVE ~~A L.P.~~OFFICER

(APURSUANT ~~Delaware~~TO ~~Limited~~SECTION ~~Partnership)~~302 OF THE SARBANES-OXLEY ACT OF 2002

~~Notes to~~I, ~~Consolidated~~Michael ~~Financial~~A. ~~Statements~~Reisner, certify that:

~~December~~1. I have ~~31,~~reviewed ~~2008,~~this ~~2007~~Annual ~~and~~Report ~~2006~~on Form 10-K of ICON Income Fund Eight A L.P. Liquidating Trust (the “Liquidating Trust”);

~~(unaudited)~~2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

~~(4)~~3. ~~Investments~~Based on my knowledge, the financial statements, and other financial information included in ~~Joint~~this ~~Ventures~~report, -fairly ~~continued~~present in all material respects the financial condition, changes in financial condition and cash flows of the Liquidating Trust as of, and for, the periods presented in this report;

~~Information~~4. The asLiquidating toTrust’s ~~the~~other ~~results~~certifying ofofficers ~~operations~~and ofI ~~Gulf~~are ~~Coast~~responsible for establishing ~~the~~and ~~years~~maintaining ~~ended~~disclosure ~~December~~controls ~~31,~~and procedures (as defined in ~~2008~~Exchange Act Rules 13a–15(e) and ~~2007,~~15d–15(e)) ~~respectively,~~and isinternal ~~summarized~~control ~~below~~over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Liquidating Trust and have:

	2008		2007
Total revenue	$	59,514,000	$	-
Net income	$	55,378,440	$	-
Partnership's share of net income	$	27,689,220	$	-

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Liquidating Trust, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

~~ICON Global~~b. ~~Crossing~~designed such internal control over financial reporting, ~~LLC~~or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

~~On November~~c. ~~17,~~evaluated ~~2005,~~ the ~~Partnership,~~effectiveness ~~along~~of ~~with~~the ~~ICON~~Liquidating ~~Income~~Trust's ~~Fund~~disclosure ~~Ten,~~controls ~~LLC (“Fund Ten”)~~ and ~~ICON~~procedures ~~Leasing Fund Eleven, LLC (“Fund Eleven”), formed ICON Global Crossing, LLC (“ICON Global Crossing”), with original ownership interests of 12%, 44%~~ and ~~44%,~~presented ~~respectively,~~in tothis ~~purchase~~report ~~telecommunications~~our ~~equipment.~~conclusions ~~On March~~about ~~31,~~the ~~2006,~~effectiveness ~~Fund Eleven made an additional capital contribution~~ of ~~approximately~~ ~~$7,734,000 to ICON Global Crossing, which changed~~ the ~~ownership interests~~disclosure ~~for~~controls ~~the Partnership, Fund Ten~~ and ~~Fund Eleven to 7.99%~~procedures, ~~30.62% and 61.39%, respectively. The total capital contributions made to ICON Global Crossing~~ as of ~~December~~the ~~31,~~end ~~2006~~of ~~were~~the ~~approximately~~period ~~$25,131,000,~~covered ofby ~~which the~~this ~~Partnership’s~~report ~~share~~based ~~was~~on ~~approximately~~such ~~$2,008,000.~~evaluation; and

~~Between February~~d. ~~and~~disclosed ~~April~~in ~~2006,~~this ~~ICON~~report ~~Global~~any ~~Crossing~~change ~~purchased~~in ~~telecommunications equipment~~the ~~that~~Liquidating isTrust’s ~~subject~~internal tocontrol aover ~~lease~~financial ~~with~~reporting ~~Global~~that ~~Crossing. The purchase~~occurred ~~price,~~during ~~inclusive~~the ofLiquidating ~~initial~~Trust’s ~~direct~~most ~~costs,~~recent ~~was~~fiscal ~~approximately $25~~year that has materially affected,~~278,000. The~~ ~~equipment~~or is ~~subject~~reasonably likely to amaterially ~~48-month~~affect, ~~lease~~the ~~that commenced~~Liquidating onTrust’s ~~April~~internal 1,control ~~2006.~~over financial reporting; and

~~Information~~5. This asreport todiscloses, ~~the~~based ~~results~~on our ofmost ~~operations~~recent evaluation of ~~ICON~~internal ~~Global Crossing for the years ended~~control ~~December~~over ~~31,~~financial ~~2008 and 2007, respectively, is summarized below~~reporting:

	2008		2007
Total revenue	$	7,304,794	$	7,341,311
Net income	$	2,722,983	$	2,703,981
Partnership's share of net income	$	217,566	$	216,048

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Liquidating Trust’s ability to record, process, summarize and report financial information; and

~~(5)~~b. ~~Transactions~~any ~~with~~fraud, ~~Related~~whether ~~Parties~~or not material, that involves management or other employees who have a significant role in the Liquidating Trust’s internal control over financial reporting.

~~In accordance~~Date: ~~with~~March ~~the terms of the LP Agreement~~24, the Partnership paid the General Partner (i) management fees ranging from 1% to 7%, based on a percentage of the rentals recognized either directly by the Partnership or through its joint ventures and (ii) acquisition fees, through the end of the reinvestment period, of 3% of the gross value of the Partnership’s investments. In addition, the General Partner was reimbursed for certain administrative expenses incurred in connection with the Partnership’s operations.2010

The General Partner performed certain services relating to the management of the Partnership’s equipment leasing and other financing activities. Such services included, but are not limited to, the collection of lease payments from the lessees of the equipment, re-leasing services in connection with equipment which is off-lease, inspections of the equipment, liaising with and general supervision of lessees to assure that the equipment is being properly operated and maintained, monitoring performance by the lessees of their obligations under the leases and the payment of operating expenses.

Table of Contents

ICON Income Fund Eight A L.P.

(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

December 31, 2008, 2007 and 2006

(unaudited)

(5) Transactions with Related Parties - continued

Administrative expense reimbursements are costs incurred by the General Partner or its affiliates that are necessary to the Partnership’s operations. These costs included the General Partner’s and its affiliates’ legal, accounting, investor relations and operations personnel, as well as professional fees and other costs that were charged to the Partnership based upon the percentage of time such personnel dedicated to the Partnership. Excluded were 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 April 1, 2006, the General Partner waived its rights to all future management fees and administrative expense reimbursements.

The General Partner also has a 1% interest in the Partnership’s profits, losses, cash distributions and liquidation proceeds. The Partnership paid distributions to the General Partner of $314,492, $105,043 and $35,328, for the years ended December 31, 2008, 2007 and 2006, respectively. Additionally, the General Partner’s interest in the Partnership’s net income was $274,977, $32,475 and $32,168, for the years ended December 31, 2008, 2007 and 2006, respectively.

(6) Commitments and Contingencies

The Partnership has a 0.8% ownership interest in the profits, losses, and cash flows from its limited partnership interest in an entity that owns a 100% interest in a mobile offshore drilling rig that is subject to lease with Rowan Companies, Inc. The fair value of this interest was determined using an appraisal and cash flow analysis.

(7) Subsequent Events

On February 13, 2009, the Partnership monetized its interest in ICON Global Crossing by issuing a non-recourse note to AIM Financial Corporation, an unaffiliated party, in the amount of approximately $980,000, which amount represented the discounted present value of the future rental streams the Partnership expected to receive with respect to its interest in the joint venture. Interest on the unpaid principal balance of the note accrues at a rate of 15% per year. In the event of a default, interest on the unpaid principal balance of the note will accrue at 17% per year.

On March 1, 2009, proceeds of approximately $900,000, or approximately $1.22 per Unit, of the proceeds received from the Partnership monetizing its investment in Global Crossing were distributed to the Partnership’s limited partners.

On March 16, 2009, all of the Partnership’s assets and liabilities were transferred to the Liquidating Trust and a certificate of cancellation of the Partnership was filed with the Secretary of State of Delaware, terminating the Partnership’s existence. As of March 16, 2009, the Partnership’s units of general and limited partnership interests were exchanged for an equal number of beneficial interests in the Liquidating Trust and all partners in the Partnership became beneficiaries of the Liquidating Trust.

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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. 333-54011

ICON Capital Corp.

Managing Trustee of the Registrant

Dated: March 27, 2009

/s/ Michael A. Reisner

Michael A. Reisner

Co-Chief Executive Officer and Co-President

~~(Co-Principal~~ICON ~~Executive~~Capital ~~Officer)~~Corp.

Managing Trustee of ICON Income Fund Eight A L.P. Liquidating Trust

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CERTIFICATION OF CO-CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Gatto, certify that:

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

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

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, changes in financial condition and cash flows of the Liquidating Trust as of, and for, the periods presented in this report;

4. The Liquidating Trust’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 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 Liquidating Trust and have:

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the Liquidating Trust's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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

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

any fraud, whether or not material, that involves management or other employees who have a significant role in the Liquidating Trust’s internal control over financial reporting.

Date: March 24, 2010

/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.

Managing Trustee of ~~the~~ICON Income ~~Registrant~~Fund Eight A L.P. Liquidating Trust

~~Date: March 27, 2009~~11

~~/s/~~Table ~~Michael~~of ~~A. Reisner~~Contents

~~Michael A.~~CERTIFICATION ~~Reisner~~OF CHIEF FINANCIAL OFFICER

~~Co-Chief~~PURSUANT ~~Executive~~TO ~~Officer,~~SECTION Co302 OF THE SARBANES-~~President~~OXLEY ~~and~~ACT ~~Director~~OF 2002

~~(Co-Principal~~I, ~~Executive~~Anthony ~~Officer)~~J. Branca, certify that:

~~/s/~~1. ~~Mark~~I have ~~Gatto~~reviewed this Annual Report on Form 10-K of ICON Income Fund Eight A L.P. Liquidating Trust (the “Liquidating Trust”);

~~Mark~~2. Based ~~Gatto~~on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

~~Co-Chief~~3. Based ~~Executive~~on ~~Officer~~my knowledge, ~~Co-President~~the financial statements, and ~~Director~~other financial information included in this report, fairly present in all material respects the financial condition, changes in financial condition and cash flows of the Liquidating Trust as of, and for, the periods presented in this report;

4. The Liquidating Trust’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (~~Co-Principal~~as defined in ~~Executive~~Exchange ~~Officer~~Act Rules 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 Liquidating Trust and have:

~~/s/~~a. ~~Anthony Branca~~designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Liquidating Trust, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

~~Anthony Branca~~b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

any fraud, whether or not material, that involves management or other employees who have a significant role in the Liquidating Trust’s internal control over financial reporting.

Date: March 24, 2010

/s/ Anthony J. Branca

Anthony J. Branca

Chief Financial Officer

~~(Principal~~ICON ~~Accounting~~Capital ~~and Financial Officer)~~Corp.

~~/s/~~Managing Trustee of ICON ~~Thomas~~Income WFund Eight A L. ~~Martin~~P. Liquidating Trust

Thomas W. Martin

Chairman

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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