UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~ 22March 23, ~~2011~~2012

ICON Income Fund Eight B L.P. Liquidating Trust

(Exact Name of Registrant as Specified in Charter)


Delaware	333-37504	35-6911641
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~100~~3 ~~Fifth~~Park Avenue, ~~4th~~36th Floor New York, New York ~~10011~~10016

(Address of Principal Executive Offices)

____________________

(212) 418-4700

(Registrant’s telephone number, including area code)

100 Fifth Avenue, 4th Floor

New York, NY 10011

(Former name or former address, if changed since last report)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~Registrant~~registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On ~~September~~March 2223, ~~2011~~2012, ICON ~~Capital~~Income ~~Corp.,~~Fund ~~the~~Eight B ~~managing~~L.P. ~~trustee~~Liquidating ofTrust ~~the Registrant~~ (the “~~Managing~~Liquidating ~~Trustee~~Trust”), ~~notified~~distributed ~~the~~its ~~registered~~2011 ~~representatives~~Year ofEnd ~~the~~Liquidation ~~beneficial~~Update ~~owners of~~ (the ~~Registrant~~“Liquidation ~~that~~Update”) to the ~~Registrant~~broker-dealers ~~will~~who ~~issue~~sold ~~a distribution on October 1, 2011 in~~ the ~~amount~~original oflimited ~~$505,000.00,~~partnership orinterests ~~approximately $0.68 per beneficial interest~~ in ~~the~~ICON ~~Registrant,~~Income toFund ~~the~~Eight ~~beneficial~~B ~~owners of the Registrant~~L. P. The ~~Managing~~Liquidating ~~Trustee~~Trust will ~~notify~~distribute the ~~beneficial~~Liquidation ~~owners~~Update ~~of the Registrant of the distribution via letter. A copy of the notice~~ to the ~~registered~~Liquidating ~~representatives~~Trust's ~~of the~~ beneficial ~~owners~~interest ofholders ~~the~~on April ~~Registrant~~5, ~~which~~2012. ~~includes~~A ~~the~~copy ~~letter to the beneficial owners~~ of the ~~Registrant,~~Liquidation Update is ~~attached~~being furnished as ~~Exhibit~~an 99exhibit hereto.1.

The information in this Report is provided under Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibit is furnished herewith:

99.1 ~~Notice~~ 2011 toYear ~~the~~End ~~registered~~Liquidation ~~representatives of the beneficial owners of the Registrant, which includes a draft of the letter to the beneficial owners of the Registrant, dated October 1, 2011.~~Update

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ICON INCOME FUND EIGHT B L.P. LIQUIDATING TRUST
	By: ICON CAPITAL CORP., its Managing Trustee
Dated: September 22, 2011	By: /s/ Michael A. Reisner
Dated: March 29, 2012	By: /s/ Michael A. Reisner
	Michael A. Reisner
	Co-President and Co-Chief Executive Officer

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