UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A


[ X ] Annual Report  Pursuant to Section 13 or 15(d) of the Securities  Exchange
      Act of 1934 [Fee Required]

For the fiscal year ended                      December 31, 1996
                          ------------------------------------------------------
                                                        or

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

For the transition period from ______________________ to ______________________

Commission File Number                    0-27904
                       ---------------------------------------------------------

                     ICON Cash Flow Partners, L.P., Series C
             (Exact name of registrant as specified in its charter)

          Delaware                                            13-3575099
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)

              600 Mamaroneck Avenue, Harrison, New York 10528-1632
--------------------------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code         (914) 698-0600
                                                   -----------------------------

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

   Title of each class                            Name of each exchange on
                                                      which registered

----------------------------                    --------------------------------

----------------------------                    --------------------------------

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

--------------------------------------------------------------------------------
                                (Title of class)

--------------------------------------------------------------------------------
                                (Title of class)

         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.
                                                          [X] Yes       [  ] No

                                     Page 1

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                                December 31, 1996

                                TABLE OF CONTENTS


Item                                                               Page

PART I

1.   Business                                                       3-4

2.   Properties                                                       4

3.   Legal Proceedings                                                4

4.   Submission of Matters to a Vote of Security Holders              4

PART II

5.   Market for the Registrant's Securities and Related
     Security Holder Matters                                          5

6.   Selected Financial and Operating Data                            5

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                            6-8

8.   Financial Statements and Supplementary Data                   9-23

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                             24

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                              24-25

11.  Executive Compensation                                          25

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                  26

13.  Certain Relationships and Related Transactions                  26

PART IV

14.  Exhibits, Reports and Amendments                                27

SIGNATURES                                                           28


                                     Page 2

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                                December 31, 1996
PART I

Item 1.  Business

General Development of Business

     ICON Cash Flow Partners,  L.P., Series C (the  "Partnership") was formed in
June 1990 as a Delaware limited partnership.  The Partnership commenced business
operations on its initial  closing date,  January 3, 1991, with the admission of
15,249.37 limited  partnership units.  Between January 4, 1991 and June 21, 1991
(the final closing date), 184,750.63 additional units were admitted bringing the
final admission to 200,000 units totaling $20,000,000 in capital  contributions.
During 1993, the Partnership redeemed 100 limited partnership units, during 1995
the Partnership  redeemed 1,100 limited  partnership  units, and during 1996 the
Partnership  redeemed 330 limited  partnership  units  leaving  198,470  limited
partnership  units outstanding at December 31, 1996. The sole general partner is
ICON Capital Corp. (the "General Partner").

Narrative Description of Business

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
investment objective of the Partnership is to obtain the maximum economic return
from its  investments for the benefit of its limited  partners.  To achieve this
objective, the Partnership:  (1) acquired a diversified portfolio of short-term,
high-yield  investments;  (2) made  monthly  cash  distributions  to its limited
partners  from cash from  operations,  commencing  with each  limited  partner's
admission to the Partnership,  continuing  through the reinvestment  period; (3)
re-invested  substantially all undistributed  cash from operations and cash from
sales in additional equipment and financing transactions during the reinvestment
period; and (4) sell the Partnership's  investments and distribute the cash from
sales of such  investments to its limited  partners  within five and one-half to
seven and one-half  years of the final  closing  date.  In addition to acquiring
equipment and entering into leases,  the Partnership also (1) acquired equipment
already subject to leases  originated by affiliates and  non-affiliated  lessors
and (2)  entered  into  financing  transactions,  which are (i)  secured  by the
equipment  financed  and  lease  revenues  therefrom  (if  any)  and  additional
collateral  as deemed  necessary by the credit  review  committee of the General
Partner, and (ii) evidenced by the irrevocable obligation of the lessees.

     The  Partnership's  Reinvestment  Period expired June 19, 1996,  five years
after the Final Closing Date. As such the Partnership has discontinued investing
in  leased  equipment.  The  Partnership  has filed a proxy  statement  with the
Securities and Exchange  Commission (the "SEC") on June 17, 1996 for the purpose
of amending the Partnership Agreement in order to extend the Reinvestment Period
for up to four years. On July 26, 1996, the Partnership received comments on its
filing.  The Partnership is currently  preparing a new proxy with the Securities
and  Exchange  Commission.  The  Partnership  will  continue to pay monthly cash
distributions  to limited  partners at an annualized  rate of 9% until the proxy
filing and subsequent  vote is finalized.  If the  Partnership  does not receive
consents  representing a majority of the outstanding  Partnership units then the
Partnership will begin liquidating its investments and distributing the proceeds
as provided in the Partnership Agreement.

     The equipment  leasing  industry is highly  competitive.  In initiating its
leasing   transactions,   the  Partnership   competes  with  leasing  companies,
manufacturers that lease their products directly,  equipment brokers and dealers
and financial institutions,  including commercial banks and insurance companies.
Many  competitors  are  larger  than the  Partnership  and have  access  to more
favorable  financing.  Competitive  factors in the  equipment  leasing  business
primarily   involve   pricing  and  other  financial   arrangements,   equipment
remarketing capabilities and servicing of lessees.

     The Partnership has no direct  employees.  The General Partner has full and
exclusive discretion in management and control of the Partnership.

                                     Page 3

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                                December 31, 1996

Lease and Financing Transactions

     For the years ended December 31, 1996 and 1995, the  Partnership  purchased
and leased or financed  $2,230,768  and  $1,737,300 of equipment,  respectively,
with  a  weighted  average  initial  transaction  term  of  41  and  51  months,
respectively.  At December 31, 1996, the weighted  average  initial  transaction
term of the portfolio was 47 months.  A summary of the portfolio  equipment cost
by category held at December 31, 1996 and 1995 is as follows:

                                   December 31, 1996       December 31, 1995
                                   -----------------       -----------------

Category                             Cost       Percent      Cost      Percent

Medical                         $ 3,058,534      26.6%   $ 4,851,638    26.5%
Retail systems                    2,837,463      24.7      2,995,721    16.4
Restaurant equipment              1,383,351      12.0      1,398,546     7.6
Computer systems                  1,286,639      11.2      3,769,162    20.6
Office furniture & fixtures       1,061,720       9.2      2,282,233    12.5
Manufacturing & production          750,314       6.5        722,365     3.9
Printing                            237,459       2.1        252,709     1.4
Telecommunications                  235,743       2.1        595,486     3.3
Video production                    215,136       1.9        265,054     1.4
Sanitation                          147,542       1.3        320,635     1.8
Automotive equipment                101,211        .9            -       -
Construction                         71,035        .6         26,819      .1
Copiers                              50,566        .4            -       -
Audio Equipment                      46,335        .4            -       -
Material handling                    15,324        .1            -       -
Transportation                        -           -          498,500     2.7
Environmental                         -           -          168,456      .9
Miscellaneous                         -           -          173,973      .9
                                -----------   -------    -----------  ------

                                $11,498,372     100.0%   $18,321,297   100.0%
                                ===========     ======   ===========   =====

     The Partnership has one lease which  individually  represents  greater than
10% of the total portfolio equipment cost at December 31, 1996. The lease is for
medical  equipment  with New  Liberty  Hospital  and the  purchase  price of the
equipment represents 13.6% of the total portfolio equipment cost at December 31,
1996.

Item 2.  Properties

     The  Partnership  neither owns nor leases office space or equipment for the
purpose of managing its day-to-day  affairs.  The General  Partner has exclusive
control over all aspects of the business of the Partnership, including providing
any necessary  office space.  As such, the General  Partner is  compensated  for
services related to the management of the Partnership's business.

Item 3.  Legal Proceedings

     The Partnership is not a party to any pending legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 1996.

                                     Page 4

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                                December 31, 1996
PART II

Item 5.  Market for the  Registrant's  Securities  and Related  Security  Holder
Matters

     The Partnership's limited partnership interests are not publicly traded nor
is there currently a market for the Partnership's limited partnership interests.
It is unlikely that any such market will develop.

                                            Number of Equity Security Holders
Title of Class                                       as of December 31,
--------------                              ---------------------------------
                                             1996                       1995
                                             ----                       ----

Limited partners                             1745                      1,757
General Partner                                 1                          1

Item 6.  Selected Financial and Operating Data
<TABLE>

                                                          Years Ended December 31,
                                  -------------------------------------------------------------------
                                      1996         1995         1994          1993           1992
                                      ----         ----         ----          ----           ----

<S>                              <C>           <C>          <C>            <C>            <C>       
Total revenues                   $  1,170,549  $ 1,059,354  $  2,136,954   $ 3,304,604    $6,189,139
                                 ============  ===========  ============   ===========    ==========

Net income (loss)                $    923,727  $   400,885  $    246,465   $   (49,631)   $(1,752,743)
                                 ============  ===========  ============   ===========    ===========

Net income (loss)
  allocable to
  limited partners               $    914,490  $   396,876  $    244,000   $   (49,135)   $(1,735,216)
                                 ============  ===========  ============   ===========    ===========

Net income (loss)
  allocable to
  the General Partner            $      9,237  $     4,009  $      2,465   $      (496)   $   (17,527)
                                 ============  ===========  ============   ===========    ===========

Weighted average
  limited partnership
  units outstanding                   198,551      199,558       199,900       199,992        200,000
                                 ============  ===========  ============   ===========    ===========

Net income (loss)
  per weighted average
  limited partnership unit       $       4.61  $      1.99  $       1.22   $      (.25)   $     (8.68)
                                 ============  ===========  ============   ===========    ===========

Distributions to
  limited partners               $  1,786,992  $ 1,796,363  $  1,799,100   $ 2,466,667    $ 2,800,000
                                 ============  ===========  ============   ===========    ===========

Distributions to the
  General Partner                $     18,050  $    18,144  $     18,173   $    24,916    $    28,283
                                 ============  ===========  ============   ===========    ===========

                                                               December 31,
                                 --------------------------------------------------------------------
                                     1996          1995         1994          1993            1992
                                     ----          ----         ----          ----            ----

Total assets                     $  6,643,704  $ 9,781,663  $ 18,016,023   $23,323,075    $34,327,532
                                 ============  ===========  ============   ===========    ===========

Partners' equity                 $  4,691,747  $ 5,583,431  $  7,035,309   $ 8,606,117    $11,152,439
                                 ============  ===========  ============   ===========    ===========
</TABLE>

     The  above  selected  financial  and  operating  data  should  be  read  in
conjunction with the financial  statements and related notes appearing elsewhere
in this report.

                                     Page 5

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                                December 31, 1996

Item 7. General  Partner's  Discussion  and Analysis of Financial  Condition and
        Results of Operations

     The Partnership's portfolio consisted of net investments in finance leases,
financings,  and equity  investment in joint venture of 61%, 30% and 9% of total
investments  at December 31, 1996,  respectively,  and 75%, 11% and 14% of total
investments at December 31, 1995, respectively.

     For the years ended December 31, 1996 and 1995, the  Partnership  leased or
financed   equipment   with  initial   costs  of  $2,230,768   and   $1,737,300,
respectively,  to 55  and 37  lessees  or  equipment  users,  respectively.  The
weighted  average initial  transaction  term for each year was 41 and 51 months,
respectively.

Results of Operations for the Years Ended December 31, 1996 and 1995

     Revenues for the year ended December 31, 1996 were $1,170,549, representing
an increase of $111,195 or 11% from 1995. The increase in revenues was primarily
attributable  to an increase in net gain on sales or remarketing of equipment of
$416,081 from 1995. The increase in revenues was partially  offset by a decrease
in finance  income of $187,108 or 25%, a decrease in income from equity in joint
venture of $88,397 or 85% from 1995.  Although there was an overall  decrease in
the total number of leases  maturing in 1996 compared to 1995, net gain on sales
or  remarketing  of  equipment  increased  as  the  result  of  the  Partnership
negotiating  a 24 month  lease  extension  on a lease for  cafeteria  furniture,
fixtures and  equipment  and several  other lease  extensions  on various  hotel
furniture,  fixtures, and equipment.  These transactions resulted in a total net
gain of $342,087.  The decrease in finance  income and income from joint venture
resulted  from the  decrease in the average size of the  portfolio  from 1995 to
1996. Interest income and other decreased primarily as a result of a decrease in
the average cash balance from 1995 and 1996.

     Expenses for the year ended December 31, 1996 were $246,822, representing a
decrease of $411,647 or 66% from 1995.  The decrease in expenses  was  primarily
attributable  to a decrease  in  interest  expense of  $236,334,  a decrease  in
general   and   administrative   expense  of  $70,172  or  65%,  a  decrease  in
administrative   expense  reimbursements  of  $36,988  or  28%,  a  decrease  in
management  fees of $36,173 or 28%,  and a decrease in  amortization  of initial
direct  cost of $31,979 or 82 % from 1995.  The  decrease  in  interest  expense
resulted  from a decrease in the  average  debt  outstanding  from 1995 to 1996.
General  and  administrative  expense,  administrative  expense  reimbursements,
management  fees and  amortization  of initial  direct costs  decreased due to a
decrease in the average size of the portfolio  from 1995 to 1996. As a result of
an  analysis  of  delinquency,  an  assessment  of overall  risk and a review of
historical  loss  experience,  it was determined that no provision for bad debts
was required for the years ended December 31, 1996 and 1995.

     Net income for the years ended  December 31, 1996 and 1995 was $923,727 and
$400,885,  respectively. The net income per weighted average limited partnership
unit was $4.61 and $1.99 for 1996 and 1995, respectively.

Results of Operations for the Years Ended December 31, 1995 and 1994

     Revenues for the year ended December 31, 1995 were $1,059,354, representing
a decrease  of  $1,077,600  or 50% from  1994.  The  decrease  in  revenues  was
primarily  attributable  to a decrease  in finance  income of $576,230 or 43%, a
decrease in net gain on sales or  remarketing of equipment of $266,157 or 74%, a
decrease in rental income of $262,784 or 100% and a decrease in interest  income
and other of $76,138 or 43% from 1994.  The decrease in revenues  was  partially
offset by an  increase  in income from  equity  investment  in joint  venture of
$103,709.  The  decrease in finance  income  resulted  from the  decrease in the
average  size of the  portfolio  from  1994 to  1995.  The net  gain on sales or
remarketing  of equipment  decreased due to the decrease in the number of leases
maturing, and the underlying equipment being sold or remarketed, for which the

                                     Page 6

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                                December 31, 1996

proceeds  received  were  in  excess  of the  remaining  carrying  value  of the
equipment. The decrease in rental income resulted from the Partnership's reduced
investment in operating leases. Interest income and other decreased primarily as
a result of a decrease  in the  average  cash  balance  from 1994 and 1995.  The
income from equity  investment in joint venture resulted from the  Partnership's
investment in a joint venture with two affiliates on February 3, 1995.

     Expenses for the year ended December 31, 1995 were $658,469, representing a
decrease of $1,232,020 or 65% from 1994.  The decrease in expenses was primarily
attributable to a decrease in interest expense of $667,290 or 72%, a decrease in
depreciation  expense of $224,474 or 100%, a decrease in the  provision  for bad
debts of $141,000 or 100%, a decrease in amortization of initial direct costs of
$115,987 or 75%, a decrease in administrative  expense reimbursements of $43,779
or 25% and a decrease  in  management  fees of  $42,602  or 25% from  1994.  The
decrease in interest  expense  resulted  from the  decrease in the average  debt
outstanding  from  1994  to  1995.  Depreciation  expense  decreased  due to the
Partnership's reduced investment in operating leases. As a result of an analysis
of  delinquency,  an assessment of overall risk and a review of historical  loss
experience,  it was determined  that no provision for bad debts was required for
the year  ended  December  31,  1995.  Amortization  of  initial  direct  costs,
administrative  expense  reimbursements  and management  fees decreased due to a
decrease in the average size of the portfolio from 1994 to 1995. Management fees
were also affected by the reduction in management fee rates.  Under the original
Partnership  agreement,  the General  Partner is entitled to management  fees at
either 2% or 5% of rents, depending on the type of investments under management.
Effective  January 1, 1994, the General Partner elected to reduce its management
fees to a flat rate of 2% of rents from all investments  under  management.  The
foregone  management fees, the difference between 2% and 5% of rents for certain
types of  investments,  totaled  $138,651 for the year ended  December 31, 1995.
These foregone  management  fees are not accruable in future years.  General and
administrative expense remained relatively constant from 1994 to 1995.

     Net income for the year ended  December  31, 1995 and 1994 was $400,885 and
$246,465,  respectively. The net income per weighted average limited partnership
unit was $1.99 and $1.22 for 1995 and 1994, respectively.

Liquidity and Capital Resources

     The Partnership's  primary sources of funds in 1996, 1995 and 1994 were net
cash   provided  by   operations  of   $1,987,290,   $391,072  and   $2,854,887,
respectively,  proceeds from sales of equipment of $ 1,289,421,  $3,058,969  and
$1,665,032, respectively, and borrowings related to a term loan of $1,500,000 in
1994. These funds were used to purchase  equipment,  to fund cash  distributions
and to make payments on borrowings.  The Partnership intends to continue to fund
cash distributions utilizing cash provided by operations and proceeds from sales
of equipment.

     The Partnership had notes payable at December 31, 1996 and 1995 of $994,354
and  $2,799,149,  respectively,  and such  amounts  consisted  of  $414,846  and
$1,614,686, respectively, in non-recourse notes which are being paid directly to
the  lenders by the  lessees  and  $579,508  and  $1,184,463,  respectively,  in
non-recourse  residual  value  notes,  which  are  payable  only  to the  extent
residuals are realized.

                                     Page 7

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                                December 31, 1996

     Cash  distributions  to the limited  partners in 1996, 1995 and 1994, which
were paid monthly, totaled $1,786,992, $1,796,363 and $1,799,100,  respectively,
of which  $914,490,  $396,876 and $244,000 was  investment  income and $872,502,
$1,399,487  and $1,555,100  was a return of capital,  respectively.  The monthly
annualized  cash  distribution  rate for 1996, 1995 and 1994 was 9.00%, of which
4.61%,  1.99% and 1.22% was investment  income and 4.39%,  7.01% and 7.78% was a
return of capital,  respectively,  calculated as a percentage of each  partners'
initial  capital  contribution.  The limited partner  distribution  per weighted
average unit outstanding in 1996, 1995 and 1994 was $9.00, of which $4.61, $1.99
and $1.22  was  investment  income  and  $4.39,  $7.01 and $7.78 was a return of
capital, respectively.

     The  Partnership's  Reinvestment  Period expired June 19, 1996,  five years
after the Final Closing Date. As such the Partnership has discontinued investing
in  leased  equipment.  The  Partnership  has filed a proxy  statement  with the
Securities and Exchange  Commission (the "SEC") on June 17, 1996 for the purpose
of amending the Partnership Agreement in order to extend the Reinvestment Period
for up to four years. On July 26, 1996, the Partnership received comments on its
filing.  The  Partnership  will  continue to pay monthly cash  distributions  to
limited  partners  at an  annualized  rate of 9%  until  the  proxy  filing  and
subsequent  vote is  finalized.  If the  Partnership  does not receive  consents
representing  a  majority  of  the  outstanding   Partnership   units  then  the
Partnership will begin liquidating its Investments and distributing the proceeds
as  provided  in the  Partnership  Agreement.  As always  the  Partnership  will
continue to evaluate the operations to determine the ability of the  Partnership
to sustain the current distribution rate.

     As of December 31, 1996, except as noted above,  there were no known trends
or demands,  commitments,  events or uncertainties  which are likely to have any
material  effect on  liquidity.  As cash is realized from  operations,  sales of
equipment and  borrowings,  the Partnership  will continue to pay  distributions
while retaining  sufficient cash to meet its reserve  requirements and recurring
obligations as they become due.

Accounting Developments

     In June 1996 the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards ("SFAS") No. 125, "Accounting for Transfers and
Servicing of Financial Assets and  Extinguishments of Liabilities." SFAS No. 125
establishes,  among other things, criteria for determining whether a transfer of
financial  assets is a sale or a secured  borrowing  effective for all transfers
occurring  after December 31, 1996. The adoption of SFAS No. 125 is not expected
to have a material impact on the Partnership's  net income,  partners' equity or
total assets.

                                     Page 8

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                                December 31, 1996


Item 8.  Financial Statements and Supplementary Data

                          Index to Financial Statements

                                                           Page Number
                                                           -----------
Independent Auditors' Report                                   11

Balance Sheets as of December 31, 1996 and 1995                12

Statements of Operations for the Years Ended
  December 31, 1996, 1995 and 1994                             13

Statements of Changes in Partners' Equity for
  the Years Ended December 31, 1996, 1995 and 1994             14

Statements of Cash Flows for the Years Ended
  December 31, 1996, 1995 and 1994                          15-16

Notes to Financial Statements                               17-23


                                     Page 9

<PAGE>





                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                              Financial Statements

                                December 31, 1996

                   (With Independent Auditors' Report Thereon)


                                     Page 10

<PAGE>














                          INDEPENDENT AUDITORS' REPORT





The Partners
ICON Cash Flow Partners, L.P., Series C:

We have  audited the  accompanying  balance  sheets of ICON Cash Flow  Partners,
L.P.,  Series C (a Delaware  limited  partnership)  as of December  31, 1996 and
1995, and the related statements of operations,  changes in partners' equity and
cash flows for each of the years in the  three-year  period  ended  December 31,
1996. These financial  statements are the  responsibility  of the  partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of ICON Cash Flow Partners,  L.P.,
Series C as of December 31, 1996 and 1995, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1996 in conformity with generally accepted accounting principles.





                                        /s/ KPMG Peat Marwick LLP
                                        ----------------------------------------
                                        KPMG Peat Marwick LLP


March 7, 1997
New York, New York

                                     Page 11

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                                 Balance Sheets

                                  December 31,

                                                          1996          1995
                                                          ----          ----
       Assets

Cash                                                 $  1,059,310   $ 1,777,981
                                                     ------------   -----------

Investment in finance leases
   Minimum rents receivable                             2,652,295     4,186,397
   Estimated unguaranteed residual values               1,228,841     2,557,247
   Initial direct costs                                    -              6,839
   Unearned income                                       (315,242)     (541,052)
   Allowance for doubtful accounts                       (285,600)     (289,456)
                                                     ------------   -----------
                                                        3,280,924     5,919,975
                                                     ------------   -----------

Investment in financings
   Receivables due in installments                      2,027,328     1,149,404
   Initial direct costs                                    -                 73
   Unearned income                                       (305,587)     (174,374)
   Allowance for doubtful accounts                        (23,420)      (23,420)
                                                     ------------   -----------
                                                        1,698,321       951,683
                                                     ------------   -----------

Equity investment in joint venture                        526,881     1,127,930
                                                     ------------   -----------

Other assets                                               78,268         4,094
                                                     ------------   -----------

Total assets                                         $  6,643,704   $ 9,781,663
                                                     ============   ===========

       Liabilities and Partners' Equity

Notes payable - non-recourse                         $    994,354   $ 2,799,149
Accounts payable to General Partner
  and affiliates, net                                     510,716       467,028
Security deposits and deferred credits                    446,887       932,055
                                                     ------------   -----------
                                                        1,951,957     4,198,232
                                                     ------------   -----------
Commitments and contingencies

Partners' equity (deficiency)
   General Partner                                       (125,553)     (116,740)
   Limited partners (198,470 and 198,800 units
   outstanding, $100 per unit original issue price
   in 1996 and 1995, respectively)                      4,817,300     5,700,171
                                                     ------------   -----------
Total partners' equity                                  4,691,747     5,583,431
                                                     ------------   -----------

Total liabilities and partners' equity               $  6,643,704   $ 9,781,663
                                                     ============   ===========








See accompanying notes to financial statements.

                                     Page 12

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                            Statements of Operations

                        For the Years Ended December 31,
<TABLE>

                                                              1996                  1995                 1994
                                                              ----                  ----                 ----
Revenues

<S>                                                      <C>                  <C>                 <C>           
   Finance income                                        $      574,073       $     761,181       $    1,337,411
   Net gain on sales or remarketing
     of equipment                                               511,331              95,250              361,407
   Interest income and other                                     69,833              99,214              175,352
   Income from equity investment in joint venture                15,312             103,709                -
   Rental income                                                   -                   -                 262,784
                                                         --------------       -------------       --------------

   Total revenues                                             1,170,549           1,059,354            2,136,954
                                                         --------------       -------------       --------------

Expenses

   Management fees - General Partner                             92,360             128,533              171,135
   Administrative expense reimbursements
     - General Partner                                           93,494             130,482              174,261
   General and administrative                                    37,247             107,419              104,307
   Amortization of initial direct costs                           6,912              38,892              154,879
   Interest                                                      16,809             253,143              920,433
   Depreciation                                                   -                    -                 224,474
   Provision for bad debt                                         -                    -                 141,000
                                                         --------------       -------------       --------------

   Total expenses                                               246,822             658,469            1,890,489
                                                         --------------       -------------       --------------

Net income                                               $      923,727       $     400,885       $      246,465
                                                         ==============       =============       ==============

Net income allocable to:
   Limited partners                                      $      914,490       $     396,876       $      244,000
   General Partner                                                9,237               4,009                2,465
                                                         --------------       -------------       --------------

                                                         $      923,727       $     400,885       $      246,465
                                                         ==============       =============       ==============

Weighted average number of limited
   partnership units outstanding                                198,551             199,558              199,900
                                                         ==============       =============       ==============

Net income per weighted average
   limited partnership unit                              $         4.61       $        1.99       $         1.22
                                                         ==============       =============       ==============
</TABLE>







See accompanying notes to financial statements.

                                     Page 13

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                    Statements of Changes in Partners' Equity

              For the Years Ended December 31, 1996, 1995 and 1994
<TABLE>

                                       Limited Partner Distributions

                                          Return of     Investment          Limited          General
                                           Capital        Income            Partners         Partner           Total
                                        (Per weighted average unit)
<S>                                       <C>          <C>                  <C>               <C>              <C>        
Balance at December 31, 1993                                            $    8,693,014    $   (86,897)     $    8,606,117


Cash distributions to partners            $    7.78    $    1.22            (1,799,100)       (18,173)         (1,817,273)

Net income                                                                     244,000          2,465             246,465
                                                                        --------------    -----------      --------------

Balance at December 31, 1994                                                 7,137,914       (102,605)          7,035,309

Cash distributions to partners            $    7.01    $    1.99            (1,796,363)       (18,144)         (1,814,507)

Limited partnership units redeemed
   (1,100 units)                                                               (38,256)            -              (38,256)

Net income                                                                     396,876          4,009             400,885
                                                                        --------------    -----------      --------------

Balance at December 31, 1995                                                 5,700,171       (116,740)          5,583,431

Cash distributions to partners            $    4.39    $    4.61            (1,786,992)       (18,050)         (1,805,042)

Limited partnership units redeemed
   (330 units)                                                                 (10,369)            -              (10,369)

Net income                                                                     914,490          9,237             923,727
                                                                        --------------    -----------      --------------

Balance at December 31, 1996                                            $    4,817,300    $  (125,553)     $    4,691,747
                                                                        ==============    ===========      ==============

</TABLE>












See accompanying notes to financial statements.

                                     Page 14

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                            Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

                                                                    1996              1995                1994
                                                                    ----              ----                ----

Cash flows from operating activities:
<S>                                                            <C>               <C>                 <C>         
   Net income                                                  $     923,727     $      400,885      $    246,465
                                                               -------------     --------------      ------------
   Adjustments to reconcile net income to
    net cash provided by operating activities:
     Allowance for doubtful accounts                                   -                 34,495           122,835
     Finance income portion of receivables paid
       directly to lenders by lessees                               (121,569)          (370,961)       (1,030,437)
     Amortization of initial direct costs                              6,912             38,893           154,879
     Net gain on sales or remarketing of equipment                  (511,331)           (95,250)         (361,407)
     Interest expense on non-recourse financing
       paid directly by lessees                                         -               171,842           640,106
     Interest expense accrued on non-recourse debt                    13,896             63,818           202,907
     Collection of principal - non-financed receivables            1,564,037          1,016,070           934,239
     Income from equity investment in joint venture                  (15,312)          (103,709)               -
     Distribution from equity investment in joint venture            616,361            475,779                -
     Depreciation                                                       -                 -               224,474
     Rental income - assigned operating lease receivables               -                 -              (172,872)
     Change in operating assets and liabilities:
       Accounts payable to General Partner
         and affiliates, net                                          43,688            102,673          (133,221)
       Security deposits and deferred credits                       (390,339)        (1,372,776)        1,957,034
       Other, net                                                   (142,780)            29,313            69,885
                                                               -------------     --------------      ------------

         Total adjustments                                         1,063,563             (9,813)        2,608,422
                                                               -------------     --------------      ------------

       Net cash provided by operating activities                   1,987,290            391,072         2,854,887
                                                               -------------     --------------      ------------

Cash flows from investing activities:
   Proceeds from sales of equipment                                1,289,421          3,058,969         1,665,032
   Investment in joint venture                                         -             (1,500,000)              -
   Equipment and receivables purchased                            (2,179,971)        (2,073,940)       (1,838,851)
                                                               -------------     --------------      ------------

       Net cash used in investing activities                        (890,550)          (514,971)         (173,819)
                                                               -------------     --------------      ------------

Cash flows from financing activities:
   Redemption of limited partnership units                           (10,369)           (38,256)             -
   Cash distributions to partners                                 (1,805,042)        (1,814,507)       (1,817,273)
   Principal payments on term loan                                     -                 -             (1,500,000)
   Proceeds from term loan                                             -                 -              1,500,000
                                                               -------------     --------------      ------------
    Net cash used in financing activities                         (1,815,411)        (1,852,763)       (1,817,273)
                                                               -------------     --------------      ------------

   Net increase (decrease) in cash                                  (718,671)        (1,976,662)          863,795

Cash at beginning of year                                          1,777,981          3,754,643         2,890,848
                                                               -------------     --------------      ------------

Cash at end of year                                            $   1,059,310     $    1,777,981      $  3,754,643
                                                               =============     ==============      ============

</TABLE>

See accompanying notes to financial statements.

                                     Page 15

<PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                      Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

       Interest  expense of $16,809,  $253,143  and $920,433 for the years ended
December 31, 1996, 1995 and 1994 consisted of: interest  expense on non-recourse
financing  accrued or paid  directly to lenders by lessees of $0,  $235,660  and
$843,013, respectively, and other interest paid of $16,809, $17,483 and $77,420,
respectively.

       During  the years  ended  December  31,  1996,  1995 and  1994,  non-cash
activities included the following:
<TABLE>

                                                              1996           1995           1994
                                                       -----------    -----------    -----------
<S>                                                    <C>            <C>            <C>        
Principal and interest on finance receivables
     paid directly by lessee .......................   $ 1,173,063    $ 2,922,879    $ 5,829,965
Rental Income - assigned operating lease receivables          --             --          172,872
Principal and interest on non-recourse financing
     paid directly by lessee .......................    (1,173,063)    (2,922,879)    (6,002,837)

Non-recourse notes payable assumed in purchase price          --             --           79,686
Fair value of equipment and receivables purchased
     for debt and payables .........................          --             --          (79,686)

Decrease in notes payable - non-recourse
     due to terminations ...........................      (412,183)    (1,922,142)          --
Decrease in investment in finance leases due to
     terminations ..................................       412,183      2,194,279           --
Decrease in security deposits and deferred
     credits due to terminations ...................          --         (272,137)          --
                                                       -----------    -----------    -----------

                                                       $      --      $      --      $      --  
                                                       ===========    ===========    ===========
</TABLE>

                                     Page 16

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                          Notes to Financial Statements

                                December 31, 1996

1.   Organization

     ICON Cash Flow Partners,  L.P., Series C (the  "Partnership") was formed on
June 22, 1990 as a Delaware limited  partnership with an initial  capitalization
of $2,000.  It was formed to acquire  various types of equipment,  to lease such
equipment  to third  parties  and,  to a lesser  degree,  to enter into  secured
financing  transactions.  The Partnership's offering period commenced on January
3, 1991 and by its final  closing in 1991,  200,000 units had been admitted into
the Partnership  with aggregate gross proceeds of $20,000,000.  During 1993, the
Partnership  redeemed 100 limited partnership units, during 1995 the Partnership
redeemed  1,100  limited  partnership  units,  and during  1996 the  Partnership
redeemed 330 limited  partnership  units,  leaving 198,470  limited  partnership
units outstanding at December 31, 1996.

     The General  Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut  corporation.  The General Partner manages and controls
the  business  affairs of the  Partnership's  equipment,  leases  and  financing
transactions under a management agreement with the Partnership.

     ICON  Securities  Corp., an affiliate of the General  Partner,  received an
underwriting commission on the gross proceeds from sales of all units. The total
underwriting  compensation  paid  by  the  Partnership,  including  underwriting
commissions,   sales  commissions,   incentive  fees,  public  offering  expense
reimbursements  and due  diligence  activities  was  limited to 13% of the gross
proceeds  received from the sale of the units.  Such offering  costs  aggregated
$2,600,000, (including $1,013,120 paid to the General Partner or its affiliates)
and were charged directly to limited partners' equity.

     Profits,  losses, cash distributions and disposition proceeds are allocated
99% to the limited  partners  and 1% to the General  Partner  until each limited
partner has received cash distributions and disposition  proceeds  sufficient to
reduce  its  adjusted  capital  contribution  account  to zero and  receive,  in
addition,  other  distributions  and  allocations  which would provide a 10% per
annum cumulative return,  compounded daily, on its outstanding  adjusted capital
contribution  account.  After such time, the distributions will be allocated 90%
to the limited partners and 10% to the General Partner.

2.   Significant Accounting Policies

     Basis of  Accounting  and  Presentation  - The  Partnership's  records  are
maintained on the accrual  basis.  The  preparation  of financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties  as  finance  leases  or  operating  leases.  For  finance  leases,  the
Partnership  records,  at the  inception of the lease,  the total  minimum lease
payments  receivable,  the estimated  unguaranteed  residual values, the initial
direct costs  related to the leases and the related  unearned  income.  Unearned
income  represents the difference  between the sum of the minimum lease payments
receivable plus the estimated unguaranteed residual minus the cost of the leased
equipment. Unearned income is recognized as finance income over the terms of the
related leases using the interest  method.  For operating  leases,  equipment is
recorded at cost and is depreciated on the  straight-line  method over the lease
terms to their estimated fair market values at lease

                                     Page 17

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

terminations.  Related lease rentals are recognized on the straight-line  method
over the lease terms. Billed and uncollected operating lease receivables, net of
allowance for doubtful  accounts,  are included in other assets.  Initial direct
costs of finance leases are  capitalized and are amortized over the terms of the
related  leases using the  interest  method.  Initial  direct costs of operating
leases are capitalized and amortized on the straight-line  method over the lease
terms. The Partnership's  leases have terms ranging from two to five years. Each
lease is  expected  to provide  aggregate  contractual  rents  that,  along with
residual  proceeds,  return the Partnership's cost of its investments along with
investment income.

     Investment in  Financings - Investment  in  financings  represent the gross
receivables  due from the financing of equipment  plus the initial  direct costs
related  thereto  less the  related  unearned  income.  The  unearned  income is
recognized as finance income and the initial direct costs are amortized over the
terms of the receivables using the interest method.  Financing  transactions are
supported by a written  promissory note evidencing the obligation of the user to
repay the principal,  together with interest, which will be sufficient to return
the Partnership's full cost associated with such financing transaction, together
with  some  investment  income.   Furthermore,   the  repayment   obligation  is
collateralized  by a security  interest in the tangible or  intangible  personal
property.

     Disclosures  About Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments.  The fair value of certain debt obligations as of December 31, 1996
approximate  that which is recorded in these  financial  statements.  Fair value
information with respect to the Company's assets and certain  non-recourse notes
payable is not  provided  because (i) SFAS No. 107 does not require  disclosures
about the fair value of lease arrangements, (ii) the carrying value of financial
assets other than lease related investments  approximates market value and (iii)
fair value information  concerning certain  non-recourse debt obligations is not
practicable  to estimate  without  incurring  excessive  costs to obtain all the
information  that would be necessary to derive a market interest rate on a lease
by lease basis.

     Investment in Joint Venture - The  Partnership  accounts for its investment
in a joint  venture  under the equity method of  accounting.  The  Partnership's
original  investment  was  recorded  at cost  and is  adjusted  by its  share of
earnings, losses and distributions thereafter.

     Redemption of Limited  Partnership Units - The General Partner consented to
the  Partnership  redeeming  100 limited  partnership  units during 1993,  1,100
limited  partnership units during 1995 and 330 limited  partnership units during
1996. The redemption amounts were calculated  following the specified redemption
formula in accordance  with the  Partnership  agreement.  Redeemed units have no
voting  rights  and do not share in  distributions.  The  Partnership  agreement
limits the number of units which can be  redeemed  in any one year and  redeemed
units may not be reissued.  Redeemed limited partnership units are accounted for
as a deduction from partners equity.

     Allowance for Doubtful  Accounts - The Partnership  records a provision for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful  accounts is based on an analysis of delinquency,  an assessment of
overall  risk and a review of  historical  loss  experience.  The  Partnership's
write-off  policy  is based on an  analysis  of the  aging of the  Partnership's
portfolio,  a review of the  non-performing  receivables  and leases,  and prior
collection experience.  An account is fully reserved for or written off when the
analysis indicates that the probability of collection of the account is remote.

     Impairment of Estimated  Residual  Values - In March 1995,  the FASB issued
SFAS No.  121,  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived Assets to be Disposed Of," which is effective beginning in 1996.

                                     Page 18

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

     The Partnership's  policy with respect to impairment of estimated  residual
values is to review,  on a quarterly  basis, the carrying value of its residuals
on an  individual  asset  basis  to  determine  whether  events  or  changes  in
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable and, therefore, an impairment loss should be recognized.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset has been  impaired are (i) the estimated  fair value of the  underlying
equipment is less than the  Partnership's  carrying  value or (ii) the lessee is
experiencing  financial  difficulties  and it does not  appear  likely  that the
estimated  proceeds from  disposition of the asset will be sufficient to satisfy
the  remaining  obligation  to the  non-recourse  lender  and the  Partnership's
residual  position.  Generally in the latter  situation,  the residual  position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental  payments  directly to the lender and the Partnership
does not recover its residual until the  non-recourse  note obligation is repaid
in full.

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from release or resale of the equipment.  Generally,
quoted market  prices are used as the basis for measuring  whether an impairment
loss should be recognized.

     As a result,  the  Partnership's  policy with  respect to  measurement  and
recognition of an impairment loss  associated with estimated  residual values is
consistent  with  the  requirements  of  SFAS  No.  121  and,   therefore,   the
Partnership's  adoption of this  Statement  in the first  quarter of 1996 had no
material effect on the financial statements.

     Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the partners rather than the Partnership.

3.   Investment in Joint Venture

     The  Partnership  Agreement  allows  the  Partnership  to  invest  in joint
ventures  with other  limited  partnerships  sponsored  by the  General  Partner
provided that the investment  objective of the joint ventures is consistent with
that of the Partnership.

     On February 3, 1995, the  Partnership  and two  affiliates,  ICON Cash Flow
Partners,  L.P.,  Series B ("Series  B"), and ICON Cash Flow  Partners  L.P. Six
("L.P.  Six") formed ICON Asset  Acquisition  L.L.C. I ("ICON Asset  Acquisition
LLC") as a special purpose limited liability company. ICON Asset Acquisition LLC
was formed for the purpose of acquiring,  managing and  securitizing a portfolio
of leases. The Partnership, Series B and L.P. Six contributed $1,500,000 (13.39%
interest),   $1,000,000  (8.93%  interest)  and  $8,700,000  (77.68%  interest),
respectively,  to  ICON  Asset  Acquisition  LLC.  ICON  Asset  Acquisition  LLC
established a warehouse line of credit with  ContiTrade  Services  Corp.  with a
maximum amount available of $20,000,000.

     On February 17, 1995,  ICON Asset  Acquisition  LLC  purchased  975 finance
leases of an existing  portfolio  from First Sierra  Financial,  Inc.  utilizing
$16,273,793 of proceeds from the warehouse  line,  $10,857,427 in  contributions
received from the Partnership and affiliates and $723,046 in cash adjustments at
closing  (relating  primarily to rents received by the seller from lessees prior
to closing  and for the benefit of ICON Asset  Acquisition  LLC).  The  purchase
price of the portfolio totaled $27,854,266 and the underlying equipment consists
of  graphic  arts  and  printing  equipment.  The  terms of the  leases  in this
portfolio range from 12 to 72 months.  ICON Asset Acquisition LLC acquired lease
contracts   which  were  less  than  60  days   delinquent  and  which  met  the
Partnership's  overall credit underwriting  criteria.  The purchase price of the
portfolio was determined by discounting the future  contractual  cash flows. All
such leases are net leases and are reported and accounted for as finance leases.
The Partnership  accounts for its investment in ICON Asset Acquisition LLC as an
equity investment.

                                     Page 19
<PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

     On September 5, 1995, ICON Asset Acquisition LLC securitized  substantially
all of its portfolio. Proceeds from the securitization were used to pay down its
existing line of credit and excess  proceeds will be returned to the Partnership
based on its pro rata interest. ICON Asset Acquisition LLC became the beneficial
owner of a trust and the Prudential Insurance Company of America  ("Prudential")
is  treated  as the  lender to the  trust.  The  trustee  for the trust is Texas
Commerce Bank ("TCB"). In conjunction with this  securitization,  the portfolio,
as well as the General Partner's servicing capabilities,  were rated "A" by Duff
& Phelps,  a  nationally  recognized  rating  agency.  The General  Partner,  as
servicer, is responsible for managing, servicing, reporting on and administering
the portfolio.  All monies  received from the portfolio are remitted to TCB. TCB
is  responsible  for  disbursing  to  Prudential  its  respective  principal and
interest and to ICON Asset  Acquisition  LLC the excess of cash  collected  over
debt service from the portfolio.  ICON Asset  Acquisition  LLC accounts for this
investment  as an  investment  in finance  leases and  financings.  Prudential's
investment  in the trust is  accounted  for as  non-recourse  debt on ICON Asset
Acquisition  LLC's books and  records.  All monies  received and remitted to TCB
from the  securitized  portfolio  are  accounted  for as a reduction  in related
finance  lease and financing  receivables  and all amounts paid to Prudential by
TCB are accounted for as a reduction of non-recourse debt.

     On January 28, 1997, ICON Asset Acquisition LLC re-financed its outstanding
obligations  of $7,780,000  to Prudential  with proceeds it received from a loan
from ICON Cash Flow Partners,  L.P.,  Series E ("Series E"), an affiliate of the
Partnership.  The loan is short-term,  and is expected to be re-financed by June
30, 1997.  The  Partnership  is charged an interest rate that is equal to Series
E's cost of funds,  which is approximately  8.0%. ICON Asset Acquisition LLC has
granted a security interest in all of their underlying assets.

     Information as to the financial  position and results of operations of ICON
Asset  Acquisition  LLC as of and for the year ended December 31, 1996 and as of
and for the period ended December 31, 1995 are summarized below:

                            December 31, 1996              December 31, 1995
                            -----------------              -----------------

Assets                       $    12,490,084                $   24,960,875
                             ===============                ==============

Liabilities                  $     8,557,586                $   16,539,596
                             ===============                ==============

Equity                       $     3,932,498                $    8,421,279
                             ===============                ==============

                               Year Ended                     Period Ended
                            December 31, 1996              December 31, 1995
                            -----------------              -----------------

Net income                   $       114,350                $      774,525
                             ===============                ==============



                                     Page 20

<PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

4.    Receivables Due in Installments

      Non-cancelable minimum annual amounts due on finance leases and financings
are as follows:

                      Finance
 Year                  Leases              Financings                   Total

 1997             $   1,539,842           $    766,300           $    2,306,142
 1998                   610,837                606,833                1,217,670
 1999                   343,415                366,431                  709,846
 2000                   150,329                245,517                  395,846
 2001                     8,502                 42,247                   50,749
                  -------------           ------------           --------------

                  $   2,652,925           $  2,027,328           $    4,680,253
                  =============           ============           ==============

5.   Investment in Operating Leases

     The  investment  in operating  leases at December  31, 1996,  1995 and 1994
consisted of the following:
<TABLE>

                                                           1996                   1995                   1994
                                                           ----                   ----                   ----

<S>                                                  <C>                   <C>                    <C>           
Equipment cost, beginning of year                    $       -             $       110,945        $    1,487,361

Equipment sold                                               -                    (110,945)           (1,376,416)
                                                     --------------        ---------------        --------------

Equipment cost, end of year                                   -                      -                   110,945
                                                     --------------        ---------------        --------------

Accumulated depreciation, beginning of year                   -                    (83,753)             (997,240)

Depreciation                                                  -                      -                  (224,474)
Equipment sold                                                -                     83,753             1,137,961
                                                     --------------        ---------------        --------------

Accumulated depreciation, end of year                         -                      -                   (83,753)
                                                     --------------        ---------------        --------------

Initial direct costs, net of accumulated
     amortization, end of year                                -                      -                      -
                                                     --------------        ---------------        --------------

Investment in operating leases, end of year          $        -             $        -             $      27,192
                                                     ==============        ===============        ==============

</TABLE>

                                     Page 21

<PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

6.   Allowance for Doubtful Accounts

     The Allowance for Doubtful  Accounts  related to the investments in finance
leases, financings and operating leases consisted of the following:
<TABLE>

                                                       Finance                          Operating
                                                        Leases        Financings          Leases            Total

<S>                                                <C>               <C>              <C>              <C>        
Balance at December 31, 1993                       $   147,205       $    4,660       $     3,681      $   155,546

     Charged to operations                             141,000              -                 -            141,000
     Accounts written-off                              (32,673)         (15,667)              -            (48,340)
     Recovery on accounts previously
       written-off                                      30,175              -                 -             30,175
     Transfer within accounts                          (32,500)          34,427            (1,927)             -
                                                   -----------       ----------       -----------      -----------

Balance at December 31, 1994                           253,207           23,420             1,754          278,381

     Accounts written-off                              (74,003)             -                 -            (74,003)
     Recovery on accounts previously
       written-off                                     108,498              -                 -            108,498
     Transfer within accounts                            1,754              -              (1,754)             -
                                                   -----------       ----------       -----------      ---------

Balance at December 31, 1995                           289,456           23,420               -            312,876

     Accounts written-off                              (12,308)             -                 -            (12,308)
     Recovery on accounts previously
       written-off                                       8,452              -                 -              8,452
                                                   -----------       ----------       -----------      -----------

Balance at December 31, 1996                       $   285,600       $   23,420       $      -         $   309,020
                                                   ===========       ==========       ===========      ===========
</TABLE>

7.   Notes Payable

     The Partnership  converted a three-year  secured revolving credit agreement
to a $1,500,000  term loan,  secured by leases and  financing  transactions,  in
January  1994.  The term loan bore  interest at prime plus 1% and was payable in
monthly installments. The term loan was repaid in November 1994.

     The notes  payable  non-recourse,  bearing  interest at rates  ranging from
8.175% to 15%,  mature in 1997.  Included in these  notes are  $579,508 in notes
payable  non-recourse  due to  various  third  parties in  conjunction  with the
purchase and assignment of lease transactions as they relate to residual sharing
agreements.  These notes are payable only to the extent  residuals are realized,
which are estimated to occur in 1997. All other notes payable  non-recourse  are
being paid directly to the lenders by the lessees.

                                     Page 22

<PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

8.   Related Party Transactions

     During the years ended December 31, 1996,  1995 and 1994,  the  Partnership
paid or accrued to the General Partner management fees of $92,360,  $128,533 and
$171,135,   respectively,   and   paid   or   accrued   administrative   expense
reimbursements of $93,494, $130,482 and $174,261,  respectively.  These fees and
reimbursements were charged to operations.

     The Partnership  and two affiliates,  Series B and L.P. Six, formed a joint
venture,  ICON  Asset  Acquisition  LLC (See Note 3 for  additional  information
relating to the joint venture).

     There were no  acquisition  fees paid or accrued by the  Partnership to the
General  Partner  for  the  years  ended  December  31,  1996,  1995  and  1994,
respectively.

9.   Security Deposits and Deferred Credits

     Security  deposits  and  deferred  credits at  December  31,  1996 and 1995
include $426,379 and $646,639,  respectively,  of proceeds received on residuals
which will be applied upon final remarketing of the related equipment.

10.   Commitments and Contingencies

      The  Partnership  has  entered  into  residual   sharing  and  remarketing
agreements with third party agents ("Agent").  Under these agreements,  proceeds
from the sale or remarketing of equipment is shared between the  Partnership and
Agent after certain hurdles are met. Residual sharing and remarketing agreements
typically cover a group of leases, or "Pools." The Partnership  records residual
values at amounts  equal to or less than the  Partnership's  share of first tier
proceeds.  After the first tier has been met,  second tier proceeds are retained
by the Agent and are used to satisfy related non-recourse  residual value notes.
Proceeds  in excess of the first and second  tier  proceeds  are shared with the
Agent as specified in each individual remarketing agreement.

      At December 31, 1996 the Partnership  had two active residual  sharing and
remarketing  Pools.  The first Pool  consists of four leases,  of which two have
been terminated and two are active.  The remaining net investment related to the
first Pool totaled  $35,235 at December 31,  1996.  The second Pool  consists of
fourteen leases,  of which thirteen have been terminated and one is active.  The
remaining net investment  related to the second Pool totaled $46,969 at December
31, 1996.

      For the years ended  December  31,  1996 and 1995,  the  Partnership  paid
$21,319 and  $694,649,  respectively,  to third parties as their share under the
agreements.



                                     Page 23

<PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

11.   Tax Information (Unaudited)

      The following  reconciles the net income for financial  reporting purposes
to income  (loss) for federal  income tax purposes for the years ended  December
31:
<TABLE>

                                                                   1996                    1995                1994
                                                                   ----                    ----                ----

<S>                                                           <C>                 <C>                  <C>            
Net income per financial statements                           $     923,727       $       400,885      $       246,465

Differences due to:
   Direct finance leases                                            821,604             3,709,662            6,667,933
   Depreciation                                                        -               (5,323,953)          (8,815,695)
   Provision for losses                                               1,856               396,827              127,488
   Gain (loss) on sale of equipment                                  (9,703)              164,684           (2,001,746)
   Other                                                             30,619                 2,122              164,079
                                                              -------------       ---------------      ---------------
Partnership income (loss) for
   federal income tax purposes                                $   1,768,103       $      (649,773)     $    (3,611,476)
                                                              =============       ===============      ===============
</TABLE>

     As of December 31, 1996,  the partners'  capital  accounts  included in the
financial  statements  totaled  $4,691,747  compared  to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $10,070,128  (unaudited).  The
difference  arises  primarily  from  commissions  reported as a reduction in the
partners'  capital for financial  reporting  purposes but not for federal income
tax  purposes,  and  temporary  differences  related to direct  finance  leases,
depreciation and provision for losses.

                                     Page 24

<PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                                December 31, 1996

Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure

          None

PART III

Item 10.  Directors and Executive Officers of the Registrant's General Partner

     The General  Partner,  a Connecticut  corporation,  was formed in 1985. The
General  Partner's  principal  offices  are  located at 600  Mamaroneck  Avenue,
Harrison,  New York 10528-1632,  and its telephone number is (914) 698-0600. The
officers of the General  Partner have  extensive  experience  with  transactions
involving the  acquisition,  leasing,  financing and  disposition  of equipment,
including  acquiring and disposing of equipment  subject to operating leases and
full payout leases.

     The  manager of the  Partnership's  business is the  General  Partner.  The
General  Partner is engaged in a broad range of equipment  leasing and financing
activities.  Through  its  sales  representatives  and  through  various  broker
relationships  throughout the United States,  the General Partner offers a broad
range  of  equipment  leasing  services,   including  tax-oriented  leasing  and
financing.  In addition,  the General  Partner offers  financial  consulting and
placement  services  for  which  fees  are  earned  as a  result  of  successful
placements of various secured financings and mortgages.

     The  General  Partner is  performing  or causing  to be  performed  certain
functions  relating to the management of the equipment of the Partnership.  Such
services  include  the  collection  of lease  payments  from the  lessees of the
equipment,  releasing  services in connection with equipment which is off-lease,
inspections of the equipment, liaison with and general supervision of lessees to
assure that the equipment is being properly operated and maintained, supervision
of maintenance being performed by third parties,  monitoring  performance by the
lessees  of their  obligations  under the leases  and the  payment of  operating
expenses.

     The officers and directors of the General Partner are as follows:

Beaufort J.B. Clarke     President, Chief Executive Officer and Director

Thomas W. Martin         Executive Vice President and Director

Paul B. Weiss            Executive Vice President

Gary N. Silverhardt      Vice President and Chief Financial Officer

Neil A. Roberts          Director

Tim Spring               Director

     Beaufort J. B. Clarke,  age 50, is President,  Chief Executive  Officer and
Director  of  both  the  General   Partner  and  ICON   Securities   Corp.  (the
"Dealer-Manager"). Prior to his present position, Mr. Clarke was founder and the
President  and Chief  Executive  Officer of Griffin  Equity  Partners,  Inc. Mr.
Clarke formerly was an attorney with Shearman and Sterling and has over 20 years
of senior management experience in the United States leasing industry. Page 25

<PAGE>






                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                                December 31, 1996

     Thomas W. Martin,  age 42, is Executive  Vice President of both the General
Partner and the  Dealer-Manager.  Prior to his present position,  Mr. Martin was
the Executive  Vice  President  and Chief  Financial  Officer of Griffin  Equity
Partners,  Inc. Mr. Martin has over 12 years of senior management  experience in
the leasing business, particularly in the area of syndication.

     Paul B. Weiss,  age 36, is Executive Vice President of the General Partner.
Mr. Weiss has been  exclusively  engaged in lease portfolio  acquisitions  since
1988 from his  affiliations  with Griffin  Equity  Partners (as  Executive  Vice
President and  co-founder in 1993);  Gemini  Financial  Holdings (as Senior Vice
President-Portfolio  Acquisitions  and a member of the executive  committee from
1991-1993)  and  Pegasus  Capital   Corporation  (as  Vice   President-Portfolio
Acquisitions).

     Gary N. Silverhardt,  age 36, is Vice President and Chief Financial Officer
of the General Partner.  He joined the General Partner in 1989. Prior to joining
the  General  Partner,  Mr.  Silverhardt  was  previously  employed by Coopers &
Lybrand from 1985 to 1989, most recently as an Audit Supervisor.  Prior to 1985,
Mr.  Silverhardt  was employed by Katz,  Schneeberg & Co. from 1983 to 1985. Mr.
Silverhardt  received a B.S. degree from the State University of New York at New
Paltz in 1983 and is a Certified Public Accountant.

     Neil A.  Roberts,  age 47, has been the  Managing  Director of Summit Asset
Management  Limited,  a  subsidiary  of The Summit  Group PLC,  since 1991.  Mr.
Roberts has over 25 years of  experience  in the  leasing and finance  business,
including  positions with Kleinwort Benson Group, the United Kingdom  subsidiary
of Hongkong and Shanghai Banking Corporation and Chemical Bank.

     Timothy R. Spring,  age 39, Commercial  Director of Summit Asset Management
Limited,  a subsidiary of The Summit Group PLC,  since 1991. Mr. Spring has over
13 years of leasing  experience  in the United  Kingdom.  He was formerly  Lease
Commercial  Director at Kleinwort Benson Group, the United Kingdom subsidiary of
Hongkong and Shanghai Banking Corporation and Chemical Bank.

Item 11.  Executive Compensation

     The Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December 31, 1996, 1995 and 1994.
<TABLE>

     Entity                 Capacity           Type of Compensation              1996         1995           1994
     ------                 --------           --------------------              ----         ----           ----
<S>                                                                         <C>          <C>           <C>        

ICON Capital Corp.        General Partner    Administrative expense
                                               reimbursements               $    93,494  $    130,482  $   174,261
ICON Capital Corp.        General Partner    Management fees                     92,360       128,533      171,135
                                                                            -----------  ------------  -----------
                                                                            $   185,854  $    259,015  $   345,396
                                                                            ===========  ============  ===========
</TABLE>



                                     Page 26

<PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                                December 31, 1996

Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)  The Partnership is a limited partnership and therefore does not have voting
     shares of stock.  No person of record owns, or is known by the  Partnership
     to own  beneficially,  more  than  5% of any  class  of  securities  of the
     Partnership.

(b)  As of March 7, 1997,  Directors and Officers of the General  Partner do not
     own any equity securities of the Partnership.

(c)  The General Partner owns the equity securities of the Partnership set forth
     in the following table:

    Title                         Amount Beneficially               Percent
   of Class                             Owned                       of Class
   --------                       -------------------               --------
General Partner                Represents initially a 1% and          100%
  Interest                     potentially a 10% interest in
                               the Partnership's income, gain
                               and loss deductions.

     Profits,  losses, cash distributions and disposition proceeds are allocated
99% to the limited  partners and 1% to the General  Partner  until each investor
has received cash  distributions and disposition  proceeds  sufficient to reduce
its adjusted  capital  contribution  account to zero and  receive,  in addition,
other  distributions  and  allocations  which  would  provide  a 10%  per  annum
cumulative  return,  compounded  daily,  on  the  outstanding  adjusted  capital
contribution  account.  After such time, the distributions will be allocated 90%
to the limited partners and 10% to the General Partner.

Item 13.  Certain Relationships and Related Transactions

     None other than those disclosed in Item 11 herein.

                                     Page 27

<PAGE>



                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                                December 31, 1996

PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)  1.  Financial Statements - See Part II, Item 8 hereof.

     2.  Financial Statement Schedule - None.

         Schedules  not listed  above  have been  omitted  because  they are not
         applicable  or are not required or the  information  required to be set
         forth therein is included in the Financial Statements or Notes thereto.

     3. Exhibits - The following exhibits are incorporated herein by reference:

          (i)       Amended  and  Restated  Agreement  of  Limited   Partnership
                    (Incorporated  by reference to Exhibit A to Amendment  No. 2
                    to Form S-1  Registration  Statement No.  2-99858 filed with
                    the  Securities  and  Exchange  Commission  on December  12,
                    1986).

         (ii)       Certificate  of  Limited   Partnership  of  the  Partnership
                    (Incorporated  herein by  reference  to Exhibit 3.01 to Form
                    S-1  Registration  Statement  No.  2-99858  filed  with  the
                    Securities and Exchange Commission on August 23, 1985 and to
                    Exhibit  3.01 to  Amendment  No. 1 to Form S-1  Registration
                    Statement No. 2-99858 filed with the Securities and Exchange
                    Commission on August 27, 1986).

         (iii)      Form of Management  Agreement  between the  Partnership  and
                    Crossgate Leasing, Inc. (Incorporated herein by reference to
                    Exhibit  10.01 to Amendment  No. 1 to Form S-1  Registration
                    Statement No. 2-99858 filed with the Securities and Exchange
                    Commission on August 27, 1986).

(b)  Reports on Form 8-K

     No  reports on Form 8-K were filed by the  Partnership  during the  quarter
ended December 31, 1996.


                                     Page 28

<PAGE>


                     ICON Cash Flow Partners, L.P., Series C
                        (A Delaware Limited Partnership)

                                December 31, 1996

                                   SIGNATURES

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

                                        ICON CASH FLOW PARTNERS, L.P., Series C
                                        File No. 33-36376 (Registrant)
                                        By its General Partner,ICON Capital Corp


Date: March 28, 1997                    Beaufort J.B. Clarke
                                        --------------------
                                        Beaufort J.B. Clarke
                                        President, Chief Executive Officer
                                          and Director

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.
sole General Partner of the Registrant


Date: March 28, 1997                    Beaufort J.B. Clarke
                                        --------------------
                                        Beaufort J.B. Clarke
                                        President, Chief Executive Officer
                                          and Director



Date: March 28, 1997                    Thomas W. Martin
                                        ----------------
                                        Thomas W. Martin
                                        Executive Vice President and Director



Date: March 28, 1997                    Gary N. Silverhardt
                                        -------------------
                                        Gary N. Silverhardt
                                        Vice President and
                                          Chief Financial Officer
                                       (Principal Financial and Account Officer)

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.  An annual
report will be sent to the limited  partners and a copy will be forwarded to the
Commission.


                                     Page 29

<PAGE>