UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March~~June 3130, 2013

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

For the transition period from

~~Commission_File_Number~~Commission ~~333~~File Number: 000-~~177051-03~~54943

ICON OIL & GAS FUND-A L.P.

(Exact name of registrant as specified in its charter)

Delaware	45-3053605
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

427 South Boston Avenue, Suite 703, Tulsa, Oklahoma	74103
(Address of principal executive offices)	(Zip ~~code~~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.

þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

þ Yes ¨ No

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

						Large accelerated filer ¨	Accelerated filer ¨
						Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

¨ Yes þ No

Number of outstanding limited partner ~~interests~~ interests and investor general partner interests of the registrant on ~~May 10~~August 8, 2013 is 187 and 0144, respectively.

Table of Contents
ICON Oil & Gas Fund-A L.P. Table of Contents
ICON Oil & Gas Fund-A L.P.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets	1
Notes to Balance Sheets	2
Statement of Operations	2
Item 2. Managing General Partner’s Discussion and Analysis of Financial Condition and Results of Operations	6
Statement of Changes in Equity	3
Item 3. Quantitative and Qualitative Disclosures About Market Risk	7
Statement of Cash Flows	4
Item 4. Controls and Procedures	7
Notes to Financial Statements	5
Item 2. Managing General Partner’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3. Quantitative and Qualitative Disclosures About Market Risk	11
Item 4. Controls and Procedures	11
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	812
Item 1A. Risk Factors	812
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	812
Item 3. Defaults Upon Senior Securities	812
Item 4. Mine Safety Disclosures	812
Item 5. Other Information	812
Item 6. Exhibits	913
Signatures	1014

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ICON Oil & Gas Fund-A L.P.
(A Delaware Limited Partnership)
Balance Sheets
				March 31, 2013			December 31, 2012
			June 30, 2013			December 31, 2012
			(unaudited)	~~(unaudited)~~
Assets
	Cash			$	1,001		$	1,001
Current assets:
Total Assets				$	1,001		$	1,001
	Cash		$	1,001		$	1,001
Partners' Equity
Total current assets				1,001			1,001
Partners’ Equity:
Property and equipment:
	Limited Partner			$	1,000		$	1,000
	Oil and gas properties, successful efforts:
	Managing General Partner				1			1
		Unproved oil and natural gas properties		13,196			-
Total Partners’ Equity				$	1,001		$	1,001
		Prepaid drilling costs		20,448			-
See accompanying notes to balance sheets.
Total property and equipment				33,644			-
Total assets			$	34,645		$	1,001
Partners' Equity
Partners’ equity:
	Limited partner		$	1,000		$	1,000
	Managing General Partner			33,645			1
Total partners' equity			$	34,645		$	1,001
See accompanying notes to financial statements.

Table of Contents

ICON Oil & Gas Fund-A L.P.
(A Delaware Limited Partnership)
Statement of Operations
(unaudited)

			Period from June 3, 2013 (Commencement
			of Operations) through
			June 30, 2013
Cost and expenses:
	Exploratory costs		$	19,767
		Total expenses		19,767
Net loss			$	(19,767)

Allocation of net loss:
	Limited partner		$	-
	Managing General Partner			(19,767)
			$	(19,767)

See accompanying notes to financial statements.

ICON Oil & Gas Fund-A L.P.
(A Delaware Limited Partnership)
Statement of Changes in Equity


		Limited Partnership Interests	Limited Partner		Managing General Partner			Total Partner's Equity
Balance, December 31, 2012		1	$	1,000	$	1	$	1,001
	Capital contribution	-		-		53,411		53,411
	Net loss	-		-		(19,767)		(19,767)
Balance, June 30, 2013 (unaudited)		1	$	1,000	$	33,645	$	34,645

See accompanying notes to financial statements.

ICON Oil & Gas Fund-A L.P.
(A Delaware Limited Partnership)
Statement of Cash Flows
(unaudited)

			Period from June 3, 2013 (Commencement of
			Operations) through
			June 30, 2013
Cash flows from operating activities:
	Net loss		$	(19,767)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
		Exploratory costs of unproved oil and natural gas properties		19,767
Net cash provided by (used in) operating activities				-
Cash flows from investing activities:
	Investment in unproved oil and natural gas properties			(53,411)
Net cash used in investing activities				(53,411)
Cash flows from financing activities:
	Proceeds from capital contribution by Managing General Partner			53,411
Net cash provided by financing activities				53,411
Net change in cash				-
Cash, beginning of period				1,001
Cash, end of period			$	1,001

See accompanying notes to financial statements.

ICON Oil & Gas Fund-A L.P.

(A Delaware Limited Partnership)

Notes to ~~Balance Sheets~~Financial Statements

~~March~~June 3130, 2013

(unaudited)

1) Description of Business

ICON Oil & Gas Fund-A L.P. (the “Partnership”) was formed on May 9, 2011 as a Delaware limited partnership. ICON Oil & Gas GP, LLC, a Delaware limited liability company (the “Managing GP”), is the managing general partner for the Partnership. The Partnership is offering investor general partner and limited partner interests (collectively, the “Interests”) on a “best efforts” basis with the intention of raising up to $200,000,000 of capital. ~~Upon raising a minimum of $2,000,000, investors will be admitted and the Partnership will commence operations.~~ The Partnership’s Registration Statement on Form S-1, as amended, was declared effective by the Securities and Exchange Commission (the “SEC”) on July 10, 2012. InThe ~~the event the~~ Partnership ~~does~~raised ~~not raise~~ the minimum of $2,000,000 byon July 109, 2013 (the “Initial Closing Date”), ~~the~~at ~~escrow~~which ~~agent~~time, ~~for~~ the ~~Partnership~~limited ~~will~~partners ~~return~~and ~~all~~ investor ~~proceeds~~general ~~received prior~~partners towere ~~such~~admitted ~~date~~to the Partnership.

At any time prior to the time that the offering of Interests is terminated, the Partnership may, at its sole discretion, increase the offering to a maximum of up to $300,000,000 of capital, consisting of 30,000 Interests. The Partnership is currently in its offering period, which commenced on July 10, 2012 and is anticipated to end no later than July 10, 2014, unless the offering period is extended by the Managing GP.

The Partnership’s primary investment objectives are to (i) generate revenue from the production and sale of oil, natural gas and natural gas liquids, (ii) distribute cash to investors, and (iii) provide investors with tax benefits. The proceeds from the sale of Interests will be used to invest primarily in oil and liquids-rich natural gas development wells, principally “fluid management” projects, where hydrocarbons are known to be present, located in the Mid-Continent region of the United States, with the potential investment in properties located within other types of projects and/or in other geographic areas that the Partnership may, from time to time, identify as prospective.

The Partnership’s fiscal year ends on December 31.

2) Summary of Significant Accounting Policies

Basis of Presentation

The accompanying ~~balance~~financial ~~sheets~~statements of the Partnership have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the ~~Securities and Exchange Commission (“~~SEC”) for Quarterly Reports on Form 10-Q. ~~These~~In ~~balance~~the opinion of the Managing GP, ~~sheets~~all ~~should~~adjustments, which are of a normal recurring nature, considered necessary for a fair presentation have been included. These financial statements should be read together with the balance sheets and notes included in ~~the~~ the Partnership's Annual Report on Form 10-K as of December 31, 2012. AsThe ~~the~~results ~~Partnership~~for ~~had~~the nointerim ~~operations~~period asare ofnot ~~March~~necessarily ~~31,~~indicative ~~2013, no statements~~ of ~~operations,~~ ~~changes~~the inresults ~~equity~~for orthe full ~~cash flows are presented~~year.

3) Participation in Costs and Revenues

The Managing GP and investors in the Partnership will participate in certain costs (in excess of cumulative revenues) and revenues (in excess of cumulative costs), after deducting from the Partnership’s gross revenue the landowners' royalties and any other lease burdens. Following the Managing GP’s capital contribution ~~equal to~~ ,(1%) of the ~~total investor capital contributions,~~ ~~the~~ Managing GP and investors in the Partnership will participate in costs and revenues as follows:

· Drilling, equipment, lease and organizational and offering costs will be charged 1% to the Managing GP and 99% to the investors.

· Administrative, direct and other costs will be charged 11% to the Managing GP and 89% to the investors.(2)

~~Table~~· Production revenues ofand ~~Contents~~other proceeds will be credited 11% to the Managing GP and 89% to the investors.

(1) The allocation of costs and revenues assumes that the Managing GP makes a capital contribution equal to 1% of the total investor capital contributions and does not purchase any Interests.

(2) Production revenue otherwise allocable between the investors and the Managing GP is intended to be used to pay these costs. If, however, these costs exceed the Partnership’s production revenue, then in any given year the investors and the Managing GP may bear a percentage of these costs that differs from their share of the production revenue in that year, which share may vary from year to year under the Partnership’s limited partnership agreement. Other such costs also include the plugging and abandonment costs of the wells after their economic reserves have been produced and depleted. If the Managing GP pays for any portion of any of these costs, the Managing GP will receive a share of the Partnership’s revenues in the same percentage as such costs are paid by the Managing GP.

ICON Oil & Gas Fund-A L.P.

(A Delaware Limited Partnership)

Notes to ~~Balance Sheets~~Financial Statements

~~March~~June 3130, 2013

(unaudited)

· Administrative, direct and other costs will be charged 11% to the Managing GP and 89% to the investors. (1)

· Production revenues and other proceeds will be credited 11% to the Managing GP and 89% to the investors.

(1) Production revenue otherwise allocable between the investors and the Managing GP is intended to be used to pay these costs. If, however, these costs exceed the Partnership’s production revenue, then in any given year the investors and the Managing GP may bear a percentage of these costs that differs from their share of the production revenue in that year, which share may vary from year to year under the Partnership’s limited partnership agreement. Other such costs also include the plugging and abandonment costs of the wells after their economic reserves have been produced and depleted. If the Managing GP pays for any portion of any of these costs, the Managing GP will receive a share of the Partnership’s revenues in the same percentage as such costs are paid by the Managing GP.

4) Capital Contributions

The Managing GP ~~has~~ made an initial capital contribution of $1 to the Partnership. In addition, ICON Investment Group, LLC, a Delaware limited liability company and affiliate of the Managing GP (“IIG”), made an initial capital contribution of $1,000 to the Partnership and was admitted as a limited partner on September 19, 2011. On June 4, 2013, the Managing GP made an additional capital contribution of $53,411 to fund the Partnership’s initial investment in two oil and gas prospects located in Kansas (described further in Note 5). For the period ended June 30, 2013, all losses were allocated to the Managing General Partner as IIG’s capital contribution was intended to be returned. On July 25, 2013, the Partnership returned the initial capital contribution of $1,000 to IIG.

5) Oil and Gas Operations

The Partnership expects to partner with one or more oil and gas operators, in each case, subject to a participation agreement or other similar type of agreement. Each ~~participation~~such agreement is generally expected to provide that the related operator will conduct and direct, and have full control of, all operations with respect to specified oil and natural gas prospects within one or more projects. Each participation agreement is expected to continue in force so long as any of the oil and natural gas leases subject to such participation agreement remain or are continued in force as to the projects, whether by production, extension, renewal or otherwise.

For working interests, each participation agreement is expected to continue in force so long as any of the oil and natural gas leases subject to such participation agreement remain or are continued in force as to the projects, whether by production, extension, renewal or otherwise. The operators will receive compensation, at competitive rates, for drilling and completing the Partnership’s wells pursuant to the related participation agreement. When the Partnership’s wells begin producing oil and/or natural gas in commercial quantities, the related operators may receive any or all of the following: (i) compensation equal to a percentage of certain costs, (ii) reimbursement at actual cost for all direct expenses incurred by the operator on behalf of the Partnership, (iii) well supervisory fees, at competitive rates, for maintaining and operating the wells during operations, and (iv) gathering fees, at competitive rates, for their services in gathering and transporting the Partnership’s oil and/or natural gas production.

6On June 3, 2013, the Partnership acquired a 9% working interest in an undeveloped prospect in Barton County, Kansas (“Barton”) ~~Transactions~~, ~~with~~covering ~~Related~~approximately ~~Parties~~ 320 gross acres and a 9% working interest in an undeveloped prospect in Ness County, Kansas (“Davenport”), covering approximately 480 gross acres. Drilling operations commenced as of June 20, 2013 in these prospects.

~~Pursuant~~On June 26, 2013, a topilot ~~the~~well ~~terms~~drilled ofby anthe ~~administration~~operator ~~agreement,~~within the ~~Partnership~~Cherokee ~~has~~formation ~~engaged~~of anthe ~~affiliate,~~Davenport ~~ICON~~prospect ~~Capital,~~reached ~~LLC,~~its atarget ~~Delaware~~depth. The ~~limited~~pilot ~~liability~~well ~~company~~was ~~formerly~~successful in encountering multiple stacked ~~known~~Cherokee assand ~~ICON~~high-quality ~~Capital~~reservoir ~~Corp.~~developments ~~(“ICON~~which ~~Capital”),~~had ~~to,~~better ~~among~~reservoir quality ~~other~~than ~~things~~another producing well in the area, ~~provide~~ however, the ~~Partnership~~reservoir appeared ~~with~~to ~~facilities,~~have ~~investor~~only ~~relations~~2 ~~and~~feet ~~administrative~~of ~~support.~~possible oil production on top of 10 feet of ~~ICON~~water ~~Securities,~~and ~~LLC~~oil, ~~formerly~~which ~~known~~would ashave ~~ICON~~limited ~~Securities~~the ~~Corp.~~ability ~~(“ICON~~to economically produce ~~Securities”),~~from anthe ~~affiliate~~primary oftarget ~~the~~area. The Managing GP, ~~will~~and ~~act~~operator asintend ~~the~~to ~~dealer-manager~~determine ~~for~~a ~~the~~more ~~offering~~suitable oflocation to drill a second well to maximize the ~~Interests~~hydrocarbons to be recovered from this prospect. The pilot well was plugged and all related costs associated with this well were expensed as exploratory costs.

~~The~~On July 4, 2013, a ~~Partnership~~pilot ~~has~~well ~~entered~~drilled ~~into~~by ~~certain~~the ~~agreements~~operator ~~with~~within the ~~Managing~~Reagan ~~GP,~~formation ~~ICON~~of the Barton ~~Capital~~prospect ~~and~~reached ~~ICON~~its ~~Securities,~~target ~~whereby~~depth. Based upon the ~~Partnership~~initial ~~pays~~evaluation ~~certain~~of all ~~fees~~information gathered from the pilot well, including well logs and ~~reimbursements~~surrounding togeology, ~~these~~and ~~parties~~in asconsultation ~~follows:~~with the operator, the Managing GP believes that there is potential for oil and

~~· ICON Securities is entitled to receive a 3% dealer-manager fee from the gross offering proceeds from the sale of the Interests.~~ 6

Table of Contents

ICON Oil & Gas Fund-A L.P.

(A Delaware Limited Partnership)

Notes to ~~Balance Sheets~~Financial Statements

~~March~~June 3130, 2013

(unaudited)

gas production. Accordingly, the Managing GP has determined to complete this well and commence installing production equipment. As of June 30, 2013, the Partnership’s balance sheet includes a well-in-process in the amount of $10,326.

6) Transactions with Related Parties

Pursuant to the terms of an administration agreement, the Partnership has engaged an affiliate, ICON Capital, LLC, a Delaware limited liability company formerly known as ICON Capital Corp. (“ICON Capital”), to, among other things, provide the Partnership with facilities, investor relations and administrative support. ICON Securities, LLC, a Delaware limited liability company formerly known as ICON Securities Corp. (“ICON Securities”), an affiliate of the Managing GP, will act as the dealer-manager for the offering of the Interests.

The Partnership has entered into certain agreements with the Managing GP, ICON Capital and ICON Securities, whereby the Partnership pays certain fees and reimbursements to these parties as follows:

· ICON Securities is entitled to receive a 3% dealer-manager fee from the gross offering proceeds from the sale of the Interests.

· The selling dealers are entitled to receive a sales commission of up to 7% of the gross offering proceeds, which sales commissions may be subject to reduction for certain large purchases of Interests.

· The Managing GP will receive a management fee from the Partnership equal to the difference between the sum of (i) the dealer-manager fee, (ii) all sales commissions, and (iii) all organizational and offering costs and 15% of gross offering proceeds from the sale of Interests.

· The Partnership will reimburse the Managing GP and its affiliates for their (i) administrative costs, (ii) direct costs, and (iii) other costs incurred on behalf of the Partnership in drilling and maintaining its wells.

The Managing GP will receive a share of the Partnership’s revenues. The Managing GP’s revenue share will be in the same percentage that its capital contribution bears to the total capital contributions, plus an additional 10% of the Partnership’s revenues. The Managing GP will make a minimum capital contribution at least equal to 1% of total investor capital contributions. In addition, the Managing GP and its affiliates will be reimbursed for organizational and offering ~~expenses~~costs incurred in connection with the Partnership’s organization and offering of the Interests and administrative expenses incurred in connection with the Partnership’s operations.

Administrative expense reimbursements are costs incurred by the Managing GP or its affiliates that are necessary to the Partnership’s operations. These costs include the Managing GP’s and its affiliates’ 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, office rent, travel expenses and other administrative costs incurred by individuals with a controlling interest in the Managing GP.

47) Subsequent Events

~~Table~~On July 25, 2013, the Partnership returned the initial capital contribution of $1,000 to IIG. During the period from July 10, 2012 through August 8, 2013, the Partnership sold 87 Interests to 21 limited partners and ~~Contents~~144 Interests to 40 investor general partners, respectively, representing an aggregate of $2,301,020 of capital contributions. Investors from the Commonwealth of Pennsylvania and the States of Tennessee, Texas and Ohio will not be admitted until the Partnership raises total equity in the amount of $10,000,000, which has not yet been achieved. During the period from the Initial Closing Date through August 8, 2013, the Partnership paid or accrued the following commissions and fees in connection with the offering of Interests: (i) sales commissions to third parties in the amount of $151,068 and (ii) dealer-

~~Item 2. Managing General Partner’s Discussion and Analysis of Financial Condition and Results of Operations~~7

~~This discussion~~ICON ~~should~~Oil be& ~~read together with our unaudited balance sheet and related~~Gas ~~notes included elsewhere in this Quarterly Report on Form 10-Q and the audited~~ ~~balance sheets and related notes included in our Annual Report Form 10~~Fund-KA ~~for the year ended December 31, 2012~~L. This discussion should also be read in conjunction with the disclosures below regarding “Forward-Looking Statements” and the “Risk Factors” set forth in Item 1A of Part II of this Quarterly Report on Form 10-QP.

~~As used~~(A inDelaware ~~this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or~~Limited ~~similar terms include ICON Oil & Gas Fund-A L.P.~~ Partnership)

~~Forward-Looking~~Notes to Financial Statements

~~Certain statements~~June 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 PSLRA30, with the intention of obtaining the benefits of the “safe harbor” provisions of the PSLRA, and, other than as required by law, we assume no obligation to update or supplement such statements. Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. You can identify these statements by the use of words such as “may,” “will,” “could,” “anticipate,” “believe,” “estimate,” “expect,” “continue,” “further,” “plan,” “seek,” “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. They are based on assumptions and are subject to risks and uncertainties and other factors outside our control that may cause actual results to differ materially from those projected. We undertake no obligation to update publicly or review any forward-looking statement, whether as a result of new information, future developments or otherwise.2013

~~Overview~~ (unaudited)

~~We are~~manager afees ~~newly~~in ~~organized oil and gas drilling fund whose primary investment objectives are to (i) generate revenue from~~ the ~~production~~amount ~~and sale~~ of ~~oil~~$67, ~~natural~~081 ~~gas and natural gas liquids, (ii) distribute cash~~ to ~~investors, and~~ ~~(iii)~~ICON ~~provide investors with tax benefits~~Securities. ~~The~~In ~~proceeds~~addition, ~~from~~ the ~~sale~~Managing ofGP ~~the Interests will be used to invest primarily in oil~~ and ~~liquids-rich~~its ~~natural gas development wells~~affiliates, ~~principally~~on ~~“fluid~~the Partnership’s ~~management” projects~~behalf, ~~where~~incurred ~~hydrocarbons are~~organizational ~~known~~and tooffering becosts ~~present, located~~ in the ~~Mid-Continent region~~ amount of ~~the United States~~$1,857,283 ~~with~~through ~~the~~August ~~potential investment in properties located within other types of projects and/or in other geographic areas that we may~~8, ~~from time to time~~2013, ~~identify~~ asof ~~prospective.~~which Athe ~~development~~Partnership ~~well~~will isnot ~~a well drilled within the proved~~be ~~area~~responsible offor anpaying ~~oil~~any oramount ~~natural~~greater ~~gas~~than ~~reservoir~~5% ~~to the depth~~ of agross ~~stratigraphic~~offering ~~horizon known to be productive~~proceeds.

~~Operations~~ 8

As Item of2. Managing ~~March~~General ~~31,~~Partner’s ~~2013,~~Discussion ~~we had no operations~~ and ~~had~~Analysis ~~not made any investments. We will commence operations following receipt~~ of ~~offering~~Financial ~~proceeds of $2,000,000, and~~Condition ~~the~~and ~~admission~~Results of ~~subscribers as limited partners or investor general partners. Our Registration Statement on Form S-1, as amended, was declared effective by the SEC on July 10, 2012.~~Operations

~~Liquidity~~This discussion should be read together with our unaudited financial statements and ~~Capital~~related ~~Resources~~notes included elsewhere in this Quarterly Report on Form 10-Q and the audited balance sheets and related notes included in our Annual Report Form 10-K for the year ended December 31, 2012. This discussion should also be read in conjunction with the disclosures below regarding “Forward-Looking Statements” and the “Risk Factors” set forth in Item 1A of Part II of this Quarterly Report on Form 10-Q.

~~Summary~~ As used in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or similar terms include ICON Oil & Gas Fund-A L.P.

~~As of~~Forward-Looking ~~March 31, 2013 and December 31, 2012, we had $1,001 in cash.~~ Statements

AsCertain statements within this Quarterly Report on Form 10-Q wemay ~~sell~~constitute ~~Interests~~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, wewith ~~will~~the ~~experience~~intention aof ~~relative~~obtaining ~~increase~~the benefits inof ~~liquidity~~the “safe harbor” provisions of the PSLRA, and, other than as required ~~cash~~by law, we assume no obligation to update or supplement such isstatements. Forward-looking ~~received~~statements ~~and~~are ~~then~~those that do not relate solely to historical fact. They include, abut ~~relative~~are ~~decrease~~not inlimited ~~liquidity~~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 ~~cash~~“may,” is“will,” ~~expended~~“could,” “anticipate,” “believe,” “estimate,” “expect,” “continue,” “further,” “plan,” “seek,” “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. They are based ~~make~~on ~~investments~~assumptions and are subject to risks and uncertainties and other factors outside our control that may cause actual results to differ materially from those projected. We undertake no obligation to update publicly or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

5We are a newly organized oil and gas drilling fund whose primary investment objectives are to (i) generate revenue from the production and sale of oil, natural gas and natural gas liquids, (ii) distribute cash to investors, and (iii) provide investors with tax benefits. The proceeds from the sale of the Interests will be used to invest primarily in oil and liquids-rich natural gas development wells, principally “fluid management” projects, where hydrocarbons are known to be present, located in the Mid-Continent region of the United States, with the potential investment in properties located within other types of projects and/or in other geographic areas that we may, from time to time, identify as prospective. A development well is a well drilled within the proved area of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.

~~Table of Contents~~Operations

~~operations~~On ~~from~~June ~~cash~~3, ~~flow~~2013, ~~generated~~we byacquired ~~operating and~~a ~~financing~~9% ~~activities.~~working ~~Our~~interest ~~Managing~~in GPan undeveloped ~~does~~prospect ~~not~~in ~~intend~~Barton toCounty, ~~fund~~Kansas, ~~any~~covering ~~cash~~approximately ~~flow~~320 gross ~~deficit~~acres ofand ~~ours~~a or9% ~~provide~~working ~~other~~interest ~~financial~~in ~~assistance~~an toundeveloped ~~us,~~prospect ~~except~~in asNess ~~may be~~County, ~~described~~Kansas, incovering ~~our~~approximately ~~Prospectus,~~480 ~~dated~~gross ~~July~~acres. ~~10,~~Drilling ~~2012,~~operations ~~which~~commenced as ~~was~~of ~~filed~~June ~~with~~20, ~~the~~2013 ~~SEC on~~in ~~July~~these ~~11, 2012~~prospects.

~~Commitments~~On June 26, 2013, a pilot well drilled by the operator within the Cherokee formation of the Davenport prospect reached a total depth of 4,299 feet. The pilot well was successful in encountering multiple stacked Cherokee sand high-quality reservoir developments which had better reservoir quality than another producing well in the area, however, the reservoir appeared to have only 2 feet of possible oil production on top of 10 feet of water and ~~Contingencies~~oil, which would have limited our ability to economically produce from the primary target area. The Managing GP and ~~Off-Balance~~operator ~~Sheet~~intend to ~~Transactions~~ determine a more suitable location to drill a second well to maximize the hydrocarbons to be recovered from this prospect. The pilot well was plugged and all related costs associated with this well were expensed as exploratory costs.

~~Commitments~~On July 4, 2013, a pilot well drilled by the operator within the Reagan formation of the Barton prospect reached a total depth of 3,800 feet. Based upon the initial evaluation of all information gathered from the pilot well, including well logs and ~~Contingencies~~ surrounding geology, and in consultation with the operator, the Managing GP believes that there is potential for oil and gas production. Accordingly, the Managing GP has determined to complete this well and commence installing production equipment at which time this project will be reclassified to “proved developed” properties.

~~None.~~9

~~Off-Balance~~Liquidity and ~~Sheet~~Capital ~~Transactions~~ Resources

~~None.~~Summary

As of June 30, 2013 and December 31, 2012, we had $1,001 in cash.

As we sell Interests, we will experience a relative increase in liquidity as cash is received and then, a relative decrease in liquidity as cash is expended to make investments. In addition, we anticipate that a portion of our liquidity will be used to finance future cash calls of the Barton and Davenport prospects. We do not believe these future cash calls will have a significant effect on our liquidity or ability to operate.

However, unanticipated or greater than anticipated operating costs or losses would adversely affect our liquidity. To the extent that working capital may be insufficient to satisfy our cash requirements, we anticipate that we would fund our operations from cash flow generated by operating and financing activities. Our Managing GP does not intend to fund any cash flow deficit of ours or provide other financial assistance to us, except as may be described in our prospectus, dated July 10, 2012, as amended or supplemented from time to time.

As of the Initial Closing Date, we raised a minimum of $2,000,000 from the sale of our Interests, at which time the limited partners and investor general partners were admitted. On July 25, 2013, we returned the initial capital contribution of $1,000 to IIG. From the commencement of our offering period on July 10, 2012 through August 8, 2013, we sold 87 Interests to 21 limited partners and 144 Interests to 40 investor general partners, representing an aggregate of $2,301,020 of capital contributions. During the period from the Initial Closing Date through August 8, 2013, we have paid or accrued sales commissions to third parties of $151,068 and dealer-manager fees to ICON Securities of $67,081. In addition, the Managing GP and its affiliates, on our behalf, incurred organizational and offering costs of $1,857,283 through August 8, 2013, of which we will not be responsible for paying any amount greater than 5% of gross offering proceeds.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

None.

Off-Balance Sheet Transactions

None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Smaller reporting companies are not required to provide the information required by this item.

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 three months ended ~~March~~June 3130, 2013, our Managing GP carried out an evaluation, under the supervision and with the participation of the management of our Managing GP, including its Co-Chief Executive Officers and the Principal Financial and Accounting Officer, of the effectiveness of the design ~~and~~ and operation of our Managing GP’s disclosure controls and procedures as of the ~~end~~ end of the period covered by this report pursuant to the Securities Exchange Act of 1934, as amended. Based on the foregoing evaluation, the Co-Chief Executive Officers and the Principal Financial and Accounting Officer ~~concluded~~ concluded that our Managing GP’s disclosure controls and procedures were effective.

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

Evaluation of internal control over financial reporting

There have been no changes in our internal control over financial reporting during the three months ended ~~March~~June 3130, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

~~None~~In the ordinary course of conducting our business, we may be subject to certain claims, suits, and complaints filed against us. In our Managing GP’s opinion, the outcome of such matters, if any, will not have a material impact on our financial position. We are not aware of any material legal proceedings that are currently pending against us or against any of our assets.

Item 1A. Risk Factors

~~There have~~Smaller ~~been~~reporting nocompanies ~~material~~are ~~changes~~not ~~from~~required ~~the~~to ~~risk~~provide ~~factors disclosed in “Item 1A. Risk~~the ~~Factors”~~information ofrequired ~~our~~by ~~Annual~~this ~~Report on Form 10-K for the year ended December 31, 2012~~item.

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

On September 19, 2011, we were capitalized with the issuance to (i) ~~ICON~~the ~~Oil~~Managing ~~& Gas~~ GP, ~~LLC~~ of a managing general partnership interest for a purchase price of $1.00 and (ii) ~~ICON~~IIG ~~Investment Group, LLC~~ of ~~one~~ (1) Interest for a purchase price of $1,000. These partnership interests were purchased for investment and for the purpose of organizing us. We issued the partnership interests in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933.

Our Registration Statement on Form S-1, as amended, was declared effective by the SEC on July 10, 2012 (SEC File No. 333-177051). Our offering period commenced on July 10, 2012.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

3.1	Certificate of Limited Partnership of ICON Oil & Gas Fund-A L.P. filed with the Delaware Secretary of State (Incorporated by reference to Exhibit 3.1 to Registrant’s Registration Statement on Form S-1 filed with the SEC on September 28, 2011 (File No. 333-177051)).
4.1	Form of Limited Partnership Agreement of Registrant (Incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form S-1 filed with the SEC on September 28, 2011 (File No. 333-177051)).
10.1	Form of Participation Agreement (Incorporated by reference to Exhibit 10.2 to Registrant’s Registration Statement on Form S-1 filed with the SEC on September 28, 2011 (File No. 333-177051)).
31.1	Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Co-Chief Executive Officer.
31.3	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial and Accounting Officer.
32.1	Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Co-Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3	Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.INS *	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
*	XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements 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.

ICON Oil & Gas Fund-A L.P.

(Registrant)

By: ICON Oil & Gas GP, LLC

(Managing General Partner of the Registrant)

~~May~~ August 1013, 2013

By: /s/ Michael A. Reisner Michael A. Reisner Co-Chief Executive Officer and Co-President (Co-Principal Executive Officer) By: /s/ Mark Gatto Mark Gatto Co-Chief Executive Officer and Co-President (Co-Principal Executive Officer) By: /s/ Nicholas A. Sinigaglia Nicholas A. Sinigaglia Managing Director (Principal Financial and Accounting Officer)

~~By: /s/ Mark Gatto Mark Gatto Co-Chief Executive Officer and Co-President (Co-Principal Executive Officer)~~14

By: /s/ Nicholas Sinigaglia Nicholas Sinigaglia Managing Director (Principal Financial and Accounting Officer)

Filing Compare · ICON Oil & Gas Fund-A L.P.