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

                                    FORM 10-K

[  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, 1997
                          ------------------------------------------------------
                                       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>


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

                                December 31, 1997

                                TABLE OF CONTENTS

Item                                                            Page

PART I

1.   Business                                                    3-5

2.   Properties                                                    5

3.   Legal Proceedings                                             5

4.   Submission of Matters to a Vote of Security Holders           5

PART II

5.   Market for the Registrant's Securities and Related
     Security Holder Matters                                       6

6.   Selected Financial and Operating Data                       6-7

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                        8-10

8.   Financial Statements and Supplementary Data               11-27

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                          28

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                           28-29

11.  Executive Compensation                                       30

12.  Security Ownership of Certain Beneficial Owners
     and Management                                               30

13.  Certain Relationships and Related Transactions               30

PART IV

14.  Exhibits, Reports and Amendments                             31

SIGNATURES                                                        32


<PAGE>


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

                                December 31, 1997

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.
Between 1993 and 1996, the Partnership redeemed 1,530 limited partnership units.
In 1997 the Partnership  redeemed 225 limited partnership units, leaving 198,245
limited  partnership  units  outstanding  at December 31, 1997. The sole general
partner is ICON Capital Corp. (the "General Partner").

     The Partnership's  original  Reinvestment  period expired on June 19, 1996,
five years after the Final  Closing  Date.  The General  Partner  distributed  a
Definitive  Consent Statement to the Limited Partners to solicit approval of two
amendments to the Partnership  Agreement.  A majority of the limited partnership
units  outstanding  responded  affirmatively  and the  amendments  were  adopted
accordingly. These amendments are effective from and after June 19, 1996 and are
as  follows:  (1) extend the  Reinvestment  Period for a maximum of four and one
half  additional  years and likewise delay the start and end of the  Liquidation
Period,  and (2)  eliminate  the  Partnership's  obligation  to pay the  General
Partner a portion of accrued  and unpaid  management  fees,  and any  additional
management  fees which  would  otherwise  accrue  during the future  Liquidation
Period.  The  portion of the accrued  and unpaid  management  fees that would be
payable to the General  Partner will be returned to the  Partnership in the form
of an additional capital contribution by 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  has and  intends to  continue  to:  (1)  acquire a
diversified portfolio of short-term,  high-yield  investments;  (2) make monthly
cash distributions to its limited partners from cash from operations, commencing
with  each  limited  partner's  admission  to  the  Partnership,  when  cash  is
available,   continuing   through  the   Reinvestment   Period;   (3)  re-invest
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  during the  Liquidation  Period.  In
addition to acquiring  equipment and entering into leases,  the Partnership also
(1) acquires  equipment  already subject to leases  originated by affiliated and
non-affiliated lessors and (2) enters 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.



<PAGE>


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

                                December 31, 1997

     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.

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

Lease and Financing Transactions

     For the year ended December 31, 1996, the Partnership  purchased and leased
or financed  $2,230,768 of equipment with a weighted average initial transaction
term  of  41  months.  At  December  31,  1997,  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, 1997 and 1996 is as follows:
<TABLE>

                                        December 31, 1997          December 31, 1996
                                   ------------------------     ------------------------

Category                               Cost         Percent         Cost         Percent

<S>                                <C>               <C>        <C>               <C>
Restaurant equipment ...........   $ 1,327,848       21.2%      $ 1,383,351       12.0%
Retail systems .................     1,267,109       20.2         2,837,463       24.7
Computer systems ...............     1,153,663       18.4         1,286,639       11.2
Office furniture & fixtures ....     1,032,816       16.5         1,061,720        9.2
Manufacturing & production .....       601,794        9.6           750,314        6.5
Printing .......................       237,459        3.8           237,459        2.1
Medical ........................       186,032        3.0         3,058,534       26.6
Video production ...............       148,882        2.4           215,136        1.9
Telecommunications .............       122,478        2.0           235,743        2.1
Construction ...................        71,035        1.1            71,035         .6
Automotive equipment ...........        65,560        1.0           101,211         .9
Copiers ........................        50,566         .8            50,566         .4
Sanitation .....................          --         --             147,542        1.3
Audio Equipment ................          --         --              46,335         .4
Material handling ..............          --         --              15,324         .1
                                   -----------      -----       -----------      -----
                                   $ 6,265,242      100.0%      $11,498,372      100.0%
                                   ===========      =====       ===========      =====

</TABLE>



<PAGE>


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

                                December 31, 1997

     There are no leases which  individually  represent  greater than 10% of the
total portfolio equipment cost at December 31, 1997.

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 1997.


<PAGE>


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

                                December 31, 1997

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,
--------------                             ---------------------------------
                                             1997                    1996
                                             ----                    ----

Limited partners                             1745                   1,757
General Partner                                 1                       1

Item 6.  Selected Financial and Operating Data
<TABLE>

                                                         Years Ended December 31,
                             -------------------------------------------------------------------------

                                   1997           1996           1995           1994          1993
                                   ----           ----           ----           ----          ----

<S>                          <C>             <C>            <C>            <C>            <C>
Total revenues ...........   $     631,332   $  1,170,549   $  1,059,354   $  2,136,954   $ 3,304,604
                             =============   ============   ============   ============   ===========

Net income (loss) ........   $     978,533   $    923,727   $    400,885   $    246,465   $   (49,631)
                             =============   ============   ============   ============   ===========

Net income (loss)
  allocable to
  limited partners .......   $     968,748   $    914,490   $    396,876   $    244,000   $   (49,135)
                             =============   ============   ============   ============   ===========

Net income (loss)
  allocable to
  the General Partner ....   $       9,785   $      9,237   $      4,009   $      2,465   $      (496)
                             =============   ============   ============   ============   ===========

Weighted average
  limited partnership
  units outstanding ......         198,332        198,551        199,558        199,900       199,992
                             =============   ============   ============   ============   ===========

Net income (loss)
  per weighted average
  limited partnership unit   $        4.88   $       4.61   $       1.99   $       1.22   $      (.25)
                             =============   ============   ============   ============   ===========

Distributions to
  limited partners .......   $   1,784,993   $  1,786,992   $  1,796,363   $  1,799,100   $ 2,466,667
                             =============   ============   ============   ============   ===========

Distributions to the
  General Partner ........   $      18,030   $     18,050   $     18,144   $     18,173   $    24,916
                             =============   ============   ============   ============   ===========

                                                        (continued on next page)
</TABLE>


<PAGE>


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

                                December 31, 1997
<TABLE>


                                               December 31,
                   -------------------------------------------------------------------

                        1997          1996         1995          1995          1993
                        ----          ----         ----          ----          ----

<S>                <C>           <C>           <C>           <C>           <C>
Total assets ...   $ 4,316,353   $ 6,643,704   $ 9,781,663   $18,016,023   $23,323,075
                   ===========   ===========   ===========   ===========   ===========

Partners' equity   $ 3,861,494   $ 4,691,747   $ 5,583,431   $ 7,035,309   $ 8,606,117
                   ===========   ===========   ===========   ===========   ===========
</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>


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

                                December 31, 1997

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

     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases,  financings and equity investment in joint venture of 52%, 48% and 0% of
total  investments  at December  31, 1997  respectively,  and 61%, 30% and 9% of
total investments at December 31, 1996, respectively.

Results of Operations

Years Ended December 31, 1997 and 1996

     Revenues for the year ended December 31, 1997 were $631,332, representing a
decrease  of  $539,217  or 46% from 1996.  The  decrease  in  revenues  resulted
primarily  from a decrease in net gain on sales or  remarketing  of equipment of
$335,471  or 66% and a decrease  in finance  income of  $238,875  or 42%.  These
decreases were partially  offset by an increase in interest  income and other of
$29,101 or 42% from 1996 and an increase in income  from  equity  investment  in
joint  venture of $6,028 or 39%. Net gain on sales or  remarketing  of equipment
decreased due to a decrease in the number of leases maturing, and the underlying
equipment  being sold or  remarketed,  for which the proceeds  received  were in
excess of the remaining carrying value of the equipment. The decrease in finance
income  resulted from a decrease in the average size of the portfolio  from 1996
to 1997. The increase in interest  income and other resulted from an increase in
the average cash balance and an increase in late charges  received  from 1996 to
1997.  The increase in income from equity  investment in joint venture  resulted
from the gain recognized on the sale of the Partnership's investment.

     Expenses  for the year  ended  December  31,  1997  totaled a net credit of
$347,201,  representing  a change of $594,023 from 1996.  The change in expenses
resulted  primarily from a reversal of prior years accrued and unpaid management
fees of $471,463.  This  reversal was  attributable  to the  solicitation  of an
affirmative vote of the limited partners to amend the Partnership Agreement. The
amendment,  which was adopted February 18, 1998 is effective from and after June
19, 1996 and specifically  eliminates the  Partnership's  obligation to pay such
fees.  The decrease in expenses also resulted from a decrease in  administrative
expense  reimbursements of $34,368 or 37%, a decrease in amortization of initial
direct costs of $6,912 or 100% and a decrease in interest  expense of $11,921 or
71%.  These  decreases  were  partially  offset by an  increase  in general  and
administrative  expense  of $23,001  or 62% from  1996.  Administrative  expense
reimbursements  and  amortization  of initial  direct costs  decreased  due to a
decrease  in the  average  size of the  portfolio  from  1996 to 1997.  Interest
expense decreased due to the decrease in non-recourse notes payable from 1996 to
1997. The increase in general and  administrative  expense is due to an increase
in postage, printing and tax related expenses.

     Net income for the year ended  December  31, 1997 and 1996 was $978,533 and
$923,727,  respectively. The net income per weighted average limited partnership
unit was $4.88 and $4.61 for 1997 and 1996, respectively.


<PAGE>


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

                                December 31, 1997

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.

Liquidity and Capital Resources

     The Partnership's  primary sources of funds in 1997, 1996 and 1995 were net
cash provided by operations of $2,038,710,  $1,987,290 and $391,072 and proceeds
from sales of equipment of $621,621,  $1,289,421 and  $3,058,969,  respectively.
These  funds  were  used to  purchase  equipment  in 1996 and  1995,  fund  cash
distributions  and make  payments  on  borrowings.  The  Partnership  intends to
purchase  equipment  until  the  end of the  extended  Reinvestment  Period  and
continue to fund cash  distributions  utilizing  cash provided by operations and
proceeds from sales of equipment.

     The  Partnership's  notes payable at December 31, 1996 totaled $994,354 and
consisted  of $414,846  in  non-recourse  notes which were paid  directly to the
lenders by the lessees and $579,508 in non-recourse  residual value notes, which
were  payable  only to the extent  residuals  were  realized.  During 1997 notes
payable  decreased  due to  the  paydown  of  the  non-recourse  notes  and  the
termination of the non-recourse residual value notes.


<PAGE>


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

                                December 31, 1997

     Cash  distributions  to the limited  partners in 1997, 1996 and 1995, which
were paid monthly, totaled $1,784,993, $1,786,992 and $1,796,363,  respectively,
of which $968,748,  $914,490,  and $396,876 was investment  income and $816,245,
$872,502  and  $1,399,487  was a return of  capital,  respectively.  The monthly
annualized  cash  distribution  rate for 1997, 1996 and 1995 was 9.00%, of which
4.88%,  4.61% and 1.99% was investment  income and 4.12%,  4.39% and 7.01% 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 1997, 1996 and 1995 was $9.00, of which $4.88, $4.61
and $1.99  was  investment  income  and  $4.12,  $4.39 and $7.01 was a return of
capital, respectively.

     The Partnership's  original  Reinvestment  period expired on June 19, 1996,
five years after the Final  Closing  Date.  The General  Partner  distributed  a
Definitive  Consent Statement to the Limited Partners to solicit approval of two
amendments to the Partnership Agreement.  As of February 19, 1998, a majority of
the  limited  partnership  units  outstanding  responded  affirmatively  and the
amendments  were adopted  accordingly.  These  amendments are effective from and
after June 19, 1996 and are as follows: (1) extend the Reinvestment Period for a
maximum of four and one half  additional  years and likewise delay the start and
end of the Liquidation Period, and (2) eliminate the Partnership's obligation to
pay the General Partner $529,125 of the $634,125  accrued and unpaid  management
fees as of December  31,  1997 and all  additional  management  fees which would
otherwise accrue during the future  Liquidation  Period.  The remaining $105,000
unpaid management fees at December 31, 1997 is to be paid to the General Partner
and  subsequently  remitted back to the Partnership in the form of an additional
capital contribution by the General Partner.

     As of December 31, 1997, 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.



<PAGE>


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

                                December 31, 1997


Item 8.  Financial Statements and Supplementary Data

                          Index to Financial Statements


                                                               Page Number

Independent Auditors' Report                                           13

Balance Sheets as of December 31, 1997 and 1996                        14

Statements of Operations for the Years Ended
  December 31, 1997, 1996 and 1995                                     15

Statements of Changes in Partners' Equity for
  the Years Ended December 31, 1997, 1996 and 1995                     16

Statements of Cash Flows for the Years Ended
  December 31, 1997, 1996 and 1995                                  17-19

Notes to Financial Statements                                       20-27


<PAGE>














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

                              Financial Statements

                                December 31, 1997

                   (With Independent Auditors' Report Thereon)


<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, 1997 and
1996, 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,
1997. 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, 1997 and 1996, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1997 in conformity with generally accepted accounting principles.



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





March __, 1998
New York, New York


<PAGE>


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

                                 Balance Sheets

                                  December 31,
<TABLE>

                                                                     1997           1996
                                                                     ----           ----
       Assets

<S>                                                              <C>            <C>
Cash .........................................................   $ 2,186,149    $ 1,059,310
                                                                 -----------    -----------

Investment in finance leases
    Minimum rents receivable .................................     1,097,491      2,652,925
    Estimated unguaranteed residual values ...................       189,833      1,228,841
    Unearned income ..........................................      (125,351)      (315,242)
    Allowance for doubtful accounts ..........................       (88,499)      (285,600)
                                                                 -----------    -----------
                                                                   1,073,474      3,280,924

Investment in financings
    Receivables due in installments ..........................     1,212,649      2,027,328
    Unearned income ..........................................      (149,103)      (305,587)
    Allowance for doubtful accounts ..........................       (94,437)       (23,420)
                                                                 -----------    -----------
                                                                     969,109      1,698,321

Equity investment in joint venture ...........................          --          526,881
                                                                 -----------    -----------

Other assets .................................................        87,621         78,268
                                                                 -----------    -----------

Total assets .................................................   $ 4,316,353    $ 6,643,704
                                                                 ===========    ===========

       Liabilities and Partners' Equity

Accounts payable to General Partner and affiliates, net ......   $    36,234    $   510,716
Security deposits, deferred credits and accounts payable-other       418,625        446,887
Notes payable - non-recourse .................................          --          994,354
                                                                 -----------    -----------
                                                                     454,859      1,951,957
Commitments and Contingencies

Partners' equity (deficiency)
    General Partner ..........................................      (133,798)      (125,553)
    Limited partners (198,245 and 198,470 units outstanding,
      $100 per unit original issue price in 1997 and 1996,
      respectively) ..........................................     3,995,292      4,817,300
                                                                 -----------    -----------

Total partners' equity .......................................     3,861,494      4,691,747
                                                                 -----------    -----------

Total liabilities and partners' equity .......................   $ 4,316,353    $ 6,643,704
                                                                 ===========    ===========
</TABLE>

See accompanying notes to financial statements.


<PAGE>


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

                            Statements of Operations

                        For the Years Ended December 31,
<TABLE>

                                                        1997          1996         1995
                                                        ----          ----         ----
Revenues

<S>                                                 <C>           <C>          <C>
   Finance income ...............................   $  335,198    $  574,073   $  761,181
   Net gain on sales or remarketing
     of equipment ...............................      175,860       511,331       95,250
   Interest income and other ....................       98,934        69,833       99,214
   Income from equity investment in joint venture       21,340        15,312      103,709
                                                    ----------    ----------   ----------

   Total revenues ...............................      631,332     1,170,549    1,059,354
                                                    ----------    ----------   ----------

Expenses

   General and administrative ...................       60,248        37,247      107,419
   Administrative expense reimbursements
     - General Partner ..........................       59,126        93,494      130,482
   Management fees - General Partner ............     (471,463)       92,360      128,533
   Interest .....................................        4,888        16,809      253,143
   Amortization of initial direct costs .........         --           6,912       38,892
                                                    ----------    ----------   ----------

   Total expenses ...............................     (347,201)      246,822      658,469
                                                    ----------    ----------   ----------

Net income ......................................   $  978,533    $  923,727   $  400,885
                                                    ==========    ==========   ==========

Net income allocable to:
   Limited partners .............................   $  968,748    $  914,490   $  396,876
   General Partner ..............................        9,785         9,237        4,009
                                                    ----------    ----------   ----------

                                                    $  978,533    $  923,727   $  400,885
                                                    ==========    ==========   ==========

Weighted average number of limited
   partnership units outstanding ................      198,332       198,551      199,558
                                                    ==========    ==========   ==========

Net income per weighted average
   limited partnership unit .....................   $     4.88    $     4.61   $     1.99
                                                    ==========    ==========   ==========
</TABLE>


See accompanying notes to financial statements.


<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, 1997, 1996 and 1995
<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, 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

Cash distributions
   to partners             $4.12     $4.88         (1,784,993)      (18,030)     (1,803,023)

Limited partnership
   units redeemed
   (225 units)                                         (5,763)        -              (5,763)

Net income                                            968,748         9,785         978,533
                                                  -----------     ---------     -----------

Balance at
   December 31, 1997                              $ 3,995,292     $(133,798)    $ 3,861,494
                                                  ===========     =========     ===========
</TABLE>

See accompanying notes to financial statements.


<PAGE>


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

                            Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

                                                                1997           1996           1995
                                                                ----           ----           ----

Cash flows from operating activities:
<S>                                                         <C>            <C>            <C>
   Net income ...........................................   $   978,533    $   923,727    $   400,885
                                                            -----------    -----------    -----------
   Adjustments to reconcile net income to
    net cash provided by operating activities:
     Allowance for doubtful accounts ....................      (126,084)          --           34,495
     Finance income portion of receivables paid
       directly to lenders by lessees ...................       (14,028)      (121,569)      (370,961)
     Amortization of initial direct costs ...............          --            6,912         38,893
     Net gain on sales or remarketing of equipment ......      (175,860)      (511,331)       (95,250)
     Interest expense on non-recourse financing
       paid directly by lessees .........................         4,888           --          171,842
     Interest expense accrued on non-recourse debt ......          --           13,896         63,818
     Collection of principal - non-financed receivables .     1,486,003      1,564,037      1,016,070
     Income from equity investment in joint venture .....       (21,340)       (15,312)      (103,709)
     Distribution from equity investment in joint venture       237,003        616,361        475,779
   Change in operating assets and liabilities:
       Accounts payable to General Partner
         and affiliates, net ............................      (474,482)        43,688        102,673
       Security deposits and deferred credits ...........       (28,262)      (390,339)    (1,372,776)
   Other, net ...........................................       172,339       (142,780)        29,313
                                                            -----------    -----------    -----------

         Total adjustments ..............................     1,060,177      1,063,563         (9,813)
                                                            -----------    -----------    -----------

       Net cash provided by operating activities ........     2,038,710      1,987,290        391,072
                                                            -----------    -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment .....................       621,621      1,289,421      3,058,969
   Investment in joint venture ..........................          --             --       (1,500,000)
   Equipment and receivables purchased ..................          --       (2,179,971)    (2,073,940)
   Proceeds from sale of investment in
     joint venture ......................................       275,294           --             --
                                                            -----------    -----------    -----------

       Net cash provided by (used in)
         investing activities ...........................       896,915       (890,550)      (514,971)
                                                            -----------    -----------    -----------

                                                        (continued on next page)
</TABLE>


<PAGE>


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

                      Statements of Cash Flows (continued)

                        For the Years Ended December 31,
<TABLE>

                                                  1997           1996           1995
                                                  ----           ----           ----

Cash flows from financing activities:
<S>                                               <C>           <C>            <C>
   Redemption of limited partnership units        (5,763)       (10,369)       (38,256)
   Cash distributions to partners ........    (1,803,023)    (1,805,042)    (1,814,507)
                                             -----------    -----------    -----------

Net cash used in financing activities ....    (1,808,786)    (1,815,411)    (1,852,763)
                                             -----------    -----------    -----------

   Net increase (decrease) in cash .......     1,126,839       (718,671)    (1,976,662)

Cash, beginning of year ..................     1,059,310      1,777,981      3,754,643
                                             -----------    -----------    -----------

Cash, end of year ........................   $ 2,186,149    $ 1,059,310    $ 1,777,981
                                             ===========    ===========    ===========


</TABLE>

























See accompanying notes to financial statements.


<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 $4,888,  $16,809  and  $253,143  for the years ended
December 31, 1997, 1996 and 1995 consisted of: interest  expense on non-recourse
financing  accrued or paid  directly  to  lenders  by lessees of $4,888,  $0 and
$235,660,  respectively,  and other  interest paid or accrued of $0, $16,809 and
$17,483, respectively.

       During  the years  ended  December  31,  1997,  1996 and  1995,  non-cash
activities included the following:
<TABLE>

                                                        1997           1996          1995
                                                        ----           ----          ----

Principal and interest on finance receivables
<S>                                                <C>             <C>           <C>
     paid directly by lessee ...................   $  (419,734)    $1,173,063    $ 2,922,879
Principal and interest on non-recourse financing
     paid directly by lessee ...................       419,734     (1,173,063)    (2,922,879)

Decrease in notes payable - non-recourse
     due to terminations .......................      (579,508)      (412,183)    (1,922,142)
Decrease in investment in finance leases due to
     terminations ..............................       579,508        412,183      2,194,279
Decrease in security deposits and deferred
     credits due to terminations ...............          --             --         (272,137)
                                                   -----------    -----------    -----------

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



<PAGE>


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

                          Notes to Financial Statements

                                December 31, 1997

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.  Between 1993 and
1996, the  Partnership  redeemed 1,530 limited  partnership  units.  In 1997 the
Partnership  redeemed 225 limited  partnership  units,  leaving  198,245 limited
partnership units outstanding at December 31, 1997.

     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,  distributions will be allocated 90% to
the limited partners and 10% to the General Partner.

2.   Amendment to Partnership Agreement

     The Partnership's  original  Reinvestment  period expired on June 19, 1996,
five years after the Final  Closing  Date.  The General  Partner  distributed  a
Definitive  Consent Statement to the Limited Partners to solicit approval of two
amendments to the Partnership Agreement.  As of February 19, 1998, a majority of
the  limited  partnership  units  outstanding  responded  affirmatively  and the
amendments  were adopted  accordingly.  These  amendments are effective from and
after June 19, 1996 and are as follows: (1) extend the Reinvestment Period for a
maximum of four and one half  additional  years and likewise delay the start and
end of the Liquidation Period, and (2) eliminate the Partnership's obligation to
pay the General Partner $529,125 of the $634,125  accrued and unpaid  management
fees as of December  31,  1997 and all  additional  management  fees which would
otherwise accrue during the future  Liquidation  Period.  The remaining $105,000
unpaid management fees at December 31, 1997 is to be paid to the General Partner
and  subsequently  remitted back to the Partnership in the form of an additional
capital contribution by the General Partner.

3.   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.


<PAGE>


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

                    Notes to Financial Statements - Continued

     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 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.  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  accounted for its investment
in joint  venture  under the  equity  method of  accounting.  The  Partnership's
original  investment  was  recorded  at cost and was  adjusted  by its  share of
earnings,  losses and distributions  thereafter.  The Partnership liquidated its
investment  in the joint  venture in  September  1997 and  received  $275,294 in
proceeds from the sale of its investment.


<PAGE>


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

                    Notes to Financial Statements - Continued

     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, 330 limited partnership units during 1996
and 225 during 1997.  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 such
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 became effective beginning in 1996.

     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.


<PAGE>


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

                    Notes to Financial Statements - Continued

     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.
Accounting Developments

     New  Accounting  Pronouncements  - 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.  SFAS No. 125 is effective for all transfers  occurring after
December 31, 1997.  The adoption of SFAS No. 125 did not have a material  impact
on the Partnership's net income, partners' equity or total assets.

4.   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  objectives of the joint  ventures are  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. On February 17, 1995, ICON Asset
Acquisition LLC purchased an existing portfolio of leases. The purchase price of
the portfolio  totaled  $27,854,266,  and the underlying  equipment  consists of
graphic  arts  and  printing  equipment.   On  September  5,  1995,  ICON  Asset
Acquisition  LLC securitized  substantially  all of its portfolio and became the
beneficial  owner of a trust and the  Prudential  Insurance  Company  of America
("Prudential")  the  lender to the  trust.  On  January  28,  1997,  ICON  Asset
Acquisition LLC re-financed its outstanding  $7,780,000 obligation 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.

     On September 19, 1997 L.P. Six purchased,  from the  Partnership and Series
B, their  investment in ICON Asset  Acquisition  LLC. The Partnership and Series
B's investments were purchased at book value, which approximated market value at
that time. ICON Asset  Acquisition LLC became a 100% owned subsidiary of the L.P
Six. ICON Asset Acquisition LLC paid its obligation  ($4,730,328) to Series E on
September 19, 1997.  L.P Six  transferred  all of ICON Asset  Acquisition  LLC's
assets to its own account and dissolved ICON Asset Acquisition LLC in the fourth
quarter 1997.


<PAGE>

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

                    Notes to Financial Statements - Continued

5.    Receivables Due in Installments

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

                      Finance
       Year           Leases           Financings           Total

       1998         $  608,103         $  571,337         $1,179,440
       1999            335,678            355,804            691,482
       2000            146,489            243,261            389,750
       2001              7,221             42,247             49,468
                    ----------         ----------         ----------

                    $1,097,491         $1,212,649         $2,310,140
                    ==========         ==========         ==========

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, 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

     Accounts written-off ..........    (114,805)     (22,816)        --       (137,621)
     Recovery on accounts previously
       written-off .................       6,927        4,610         --         11,537
     Transfer within accounts ......     (89,223)      89,223         --           --
                                       ---------    ---------    ---------    ---------

Balance at December 31, 1997 .......   $  88,499    $  94,437    $    --      $ 182,936
                                       =========    =========    =========    =========
</TABLE>



<PAGE>


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

                    Notes to Financial Statements - Continued

7.   Notes Payable

     The  Partnership  had notes  payable of $994,354 at December  31, 1996 as a
result of borrowings secured by equipment,  which were repaid in 1997.  Included
in these notes were 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.

8.   Related Party Transactions

     For the year ended  December 31,  1997,  as a result of the approval of the
amendments as discussed in Note 2, the Partnership  reversed  accrued and unpaid
management  fees in the amount of $529,125.  During the years ended December 31,
1996 and 1995, the Partnership accrued to the General Partner management fees of
$92,360 and $128,533.  During the years ended  December 31, 1997,  1996 and 1995
the Partnership  paid or accrued to the General Partner  administrative  expense
reimbursements of $59,126,  $93,494 and $130,482,  respectively.  These fees and
reimbursements were charged to operations.

     In 1995, the Partnership and two affiliates,  Series B and L.P. Six, formed
a joint  venture,  ICON Asset  Acquisition  LLC.  In  September  1997 ICON Asset
Acquisition  LLC sold its entire  investment in leases to L.P. Six. The proceeds
from the sale were used to pay off its obligation to Series E and purchase, from
the Partnership and Series B, their  investment in ICON Asset  Acquisition  LLC.
The  Partnership  and Series B's investment  was purchased at book value,  which
approximated  market value at that time.  L.P. Six transferred all of ICON Asset
Acquisition   LLC's  assets  to  its  own  accounts  and  dissolved  ICON  Asset
Acquisition LLC.

     There were no  acquisition  fees paid or accrued by the  Partnership to the
General  Partner  for  the  years  ended  December  31,  1997,  1996  and  1995,
respectively.

9.   Security Deposits and Deferred Credits

     Security  deposits  and  deferred  credits at  December  31,  1997 and 1996
include $284,012 and $426,379,  respectively,  of proceeds received on residuals
which will be applied upon final remarketing of the related equipment.



<PAGE>


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

                    Notes to Financial Statements - Continued

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, 1997 there were no active residual sharing and remarketing
Pools.

     For the years ended December 31, 1997 and 1996, the Partnership paid $0 and
$21,319, respectively, to third parties as their share under the agreements.

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>

                                                1997            1996           1995
                                                ----            ----           ----

<S>                                         <C>             <C>           <C>
Net income per financial statements         $    978,533    $  923,727    $   400,885

Differences due to:
   Direct finance leases                         923,405       821,604      3,709,662
   Depreciation                                 (809,958)       -          (5,323,953)
   Provision for losses                         (124,312)        1,856        396,827
   Gain (loss) on sale of equipment              (57,845)       (9,703)       164,684
   Management fee reversal                      (529,125)       -               -
   Other                                        (106,322)       30,619          2,122
                                               ---------    ----------    -----------
Partnership income (loss) for
   federal income tax purposes                 $ 274,376   $1,768,103    $  (649,773)
                                               =========    ==========    ===========
</TABLE>

     As of December 31, 1997,  the partners'  capital  accounts  included in the
financial  statements  totaled  $3,861,494  compared  to the  partners'  capital
accounts  for federal  income tax  purposes  of  $8,529,376  (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>


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

                                December 31, 1997

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        Senior Vice President and Chief Financial Officer




<PAGE>


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

                                December 31, 1997

     Beaufort J. B. Clarke,  age 51, 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.

     Thomas W. Martin,  age 43, 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 13 years of senior management  experience in
the leasing business, particularly in the area of syndication.

     Paul B. Weiss,  age 37, 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 37, is Senior 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.




<PAGE>


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

                                December 31, 1997

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, 1997,  1996 and 1995.  See
Note 8 to the  Financial  Statements  for a discussion  of the credit  amount in
management fee expense in 1997.
<TABLE>

     Entity             Capacity           Type of Compensation        1997      1996      1995
     ------             --------           --------------------        ----      ----      ----
<S>                                                                 <C>        <C>       <C>
ICON Capital Corp.    General Partner    Administrative expense

                                           reimbursements           $  59,126  $ 93,494  $130,482
ICON Capital Corp.    General Partner    Management fees             (471,463)   92,360   128,533
                                                                    ---------  --------  --------
                                                                    $(412,337) $185,854  $259,015
                                                                    =========- ========  ========
</TABLE>

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 20, 1998,  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 of Class        Amount Beneficially Owned         Percent 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>


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

                                December 31, 1997

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  year
ended December 31, 1997.




<PAGE>


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

                                December 31, 1997

                                   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 31, 1998             /s/ 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 31, 1998           /s/ Beaufort J.B. Clarke
                               ------------------------
                               Beaufort J.B. Clarke
                               President, Chief Executive Officer and Director



Date: March 31, 1998           /s/ Thomas W. Martin
                               --------------------
                               Thomas W. Martin
                               Executive Vice President and Director



Date: March 31, 1998           /s/ Gary N. Silverhardt
                               -----------------------
                               Gary N. Silverhardt
                               Senior 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>