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, 1998
                          ------------------------------------------------------
                                       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

--------------------------------------------------------------------------------
                                (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, 1998

                                TABLE OF CONTENTS

Item                                                                       Page
----                                                                       ----
PART I

1.   Business                                                               3-4

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                                                  5

6.   Selected Financial and Operating Data                                    6

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

8.   Financial Statements and Supplementary Data                          11-26

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                     27

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                      27-28

11.  Executive Compensation                                                  28

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                          29

13.  Certain Relationships and Related Transactions                          29

PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K         30

SIGNATURES                                                                   31


<PAGE>


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

                                December 31, 1998

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 1997, the Partnership redeemed 1,755 limited partnership units.
In 1998 the Partnership  redeemed 208 units, leaving 198,037 limited partnership
units outstanding at December 31, 1998. The sole general partner is ICON Capital
Corp. (the "General Partner").

     The Partnership's  original  reinvestment  period was to expire 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. These
amendments are effective from and after June 19, 1996 and include: (1) extending
the  reinvestment  period  for a maximum of four and one half  additional  years
(December 19, 2000) and likewise  delaying the start and end of the  liquidation
period,  and (2)  eliminating  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.  The portion of the accrued and
unpaid  management  fees that is still  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.


<PAGE>


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

                                December 31, 1998

     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 greater  financial
resources.

     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

     The  Partnership did not lease or finance any equipment for the years ended
December 31, 1998 and 1997. At December 31, 1998, the weighted  average  initial
transaction  term of the  portfolio  was 54 months.  A summary of the  portfolio
equipment cost by category held at December 31, 1998 and 1997 is as follows:

                                     December 31, 1998       December 31, 1997
                                     -----------------       -----------------

Category                                Cost     Percent      Cost      Percent
--------                                ----     -------      ----      -------
Restaurant equipment .............  $1,242,630    34.1%    $1,327,848    21.2%
Computer systems .................     978,136    26.8      1,153,663    18.4
Manufacturing & production .......     378,526    10.4        601,794     9.6
Printing .........................     237,459     6.5        237,459     3.8
Office furniture & fixtures ......     232,067     6.3      1,032,816    16.5
Medical ..........................     186,032     5.1        186,032     3.0
Telecommunications ...............     105,651     2.9        122,478     2.0
Video production .................      95,511     2.6        148,882     2.4
Construction .....................      58,230     1.6         71,035     1.1
Copiers ..........................      50,566     1.4         50,566      .8
Automotive equipment .............      43,283     1.2         65,560     1.0
Retail systems ...................      38,844     1.1      1,267,109    20.2
                                    ----------   -----     ----------   -----
                                    $3,646,935   100.0%    $6,265,242   100.0%
                                    ==========   =====     ==========   =====
                                                                        
     The Partnership has two leases which individually  represented greater than
10% of the total  portfolio  equipment cost at December 31, 1998. The leases are
with Local Favorite,  Inc. and Hometown Buffet, Inc. The underlying equipment is
restaurant  equipment and the purchase price of the equipment  represents  14.4%
and 16.9%,  respectively,  of the total portfolio equipment cost at December 31,
1998.


<PAGE>


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

                                December 31, 1998

Item 2.  Properties

     The  Partnership  neither owns nor leases office space or equipment for the
purpose of managing its day-to-day affairs.

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 1998.

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,
--------------                            ---------------------------------
                                                1998               1997
                                                ----               ----

Limited partners                               1,733              1,745
General Partner                                    1                  1




<PAGE>


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

                                December 31, 1998

Item 6.  Selected Financial and Operating Data
<TABLE>

                                                 Years Ended December 31,
                             --------------------------------------------------------------
                                 1998        1997         1996         1995         1994
                                 ----        ----         ----         ----         ----

<S>                          <C>          <C>          <C>          <C>          <C>       
Total revenues ...........   $  756,341   $  631,332   $1,170,549   $1,059,354   $2,136,954
                             ==========   ==========   ==========   ==========   ==========

Net income ...............   $  773,695   $  978,533   $  923,727   $  400,885   $  246,465
                             ==========   ==========   ==========   ==========   ==========

Net income allocable to
  limited partners .......   $  765,958   $  968,748   $  914,490   $  396,876   $  244,000
                             ==========   ==========   ==========   ==========   ==========

Net income allocable to
  the General Partner ....   $    7,737   $    9,785   $    9,237   $    4,009   $    2,465
                             ==========   ==========   ==========   ==========   ==========

Weighted average
  limited partnership
  units outstanding ......      198,087      198,332      198,551      199,558      199,900
                             ==========   ==========   ==========   ==========   ==========

Net income per
  weighted average
  limited partnership unit   $     3.87   $     4.88   $     4.61   $     1.99   $     1.22
                             ==========   ==========   ==========   ==========   ==========

Distributions to
  limited partners .......   $1,782,770   $1,784,993   $1,786,992   $1,796,363   $1,799,100
                             ==========   ==========   ==========   ==========   ==========

Distributions to the
  General Partner ........   $   18,017   $   18,030   $   18,050   $   18,144   $   18,173
                             ==========   ==========   ==========   ==========   ==========

                                                      December 31,
                             -------------------------------------------------------------
                                1998         1997         1996         1995         1994
                                ----         ----         ----         ----         ----

Total assets                 $3,079,477   $4,316,353   $6,643,704   $9,781,663   $18,016,023
                             ==========   ==========   ==========   ==========   ===========

Partners' equity             $2,833,010   $3,861,494   $4,691,747   $5,583,431   $ 7,035,309
                             ==========   ==========   ==========   ==========   ===========
</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, 1998

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 financings,
finance  leases and equity  investment  in joint  venture of 51%,  44% and 5% of
total  investments,  respectively,  at December  31, 1998 and 48%, 52% and 0% of
total investments, respectively, at December 31, 1997.

Results of Operations

Years Ended December 31, 1998 and 1997

     Revenues for the year ended December 31, 1998 were  $756,341,  representing
an  increase of $125,009  or 20% from 1997.  The  increase in revenues  resulted
primarily  from an increase in net gain on sales or  remarketing of equipment of
$289,284 or 164% and an increase in interest  income and other of $20,084 or 20%
from 1997. The increase was partially  offset by a decrease in finance income of
$163,019 or 49% and a decrease in income from equity investment in joint venture
of $21,340 or 100%. The net gain on sales or remarketing of equipment  increased
due to an  increase  in the number of leases  maturing  in which the  underlying
equipment  was sold or  remarketed  and proceeds  received were in excess of the
remaining  carrying value of the equipment.  The increase in interest income and
other  resulted  from an increase in the average cash balance from 1997 to 1998.
The decrease in finance  income  resulted from a decrease in the average size of
the portfolio from 1997 to 1998.  The decrease in income from equity  investment
in  joint  venture  resulted  from the  Partnership's  1997  divestiture  of its
investment in a joint venture.  In December 1998, the Partnership entered into a
new joint  venture,  however,  there were no revenues  generated from such joint
venture in 1998.

     Expenses  for the year  ended  December  31,  1998  totaled a net credit of
$17,354,  representing  a change of $329,847  from 1997.  The change in expenses
resulted  primarily from a 1997 reversal of $471,463 of prior years' accrued and
unpaid management fees. The change in expenses also resulted from an increase in
general and  administrative  expense of $42,983 or 71% from 1997,  a decrease in
administrative  expense reimbursements of $29,711 or 50%, a decrease in interest
expense of $4,888 or 100%,  and a 1998  reversal of the  allowance  for doubtful
accounts of $150,000. The increase in general and administrative expense was due
to an increase in legal and other  professional  fees,  printing and tax related
expenses.  Administrative expense reimbursements  decreased due to a decrease in
the average size of the  portfolio  from 1997 to 1998.  The decrease in interest
expense  resulted from a decrease in the average debt  outstanding  from 1997 to
1998.  The reversal of the  allowance  for doubtful  accounts  resulted  from an
analysis of  delinquency  trends,  loss  experience and an assessment of overall
credit risk.

     Net income for the years ended  December 31, 1998 and 1997 was $773,695 and
$978,533,  respectively. The net income per weighted average limited partnership
unit was $3.87 and $4.88 for 1998 and 1997, respectively.


<PAGE>


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

                                December 31, 1998

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 the 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%.  The net  gain on sales  or  remarketing  of
equipment  decreased due to a decrease in the number of leases maturing in which
the underlying  equipment was sold or remarketed  and 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
management  fees.  The change 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 years 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.

Liquidity and Capital Resources

     The Partnership's  primary sources of funds in 1998, 1997 and 1996 were net
cash provided by operations of $952,528,  $2,038,710  and  $1,987,290,  proceeds
from sales of equipment of $646,783,  $621,621 and $1,289,421,  respectively and
proceeds from sale of  investment  in joint  venture of $275,294 in 1997.  These
funds were used to purchase  equipment in 1996, fund cash distributions and make
payments on borrowings.  The Partnership intends to purchase equipment until the
end  of  the  extended   Reinvestment  Period  and  to  continue  to  fund  cash
distributions  utilizing  cash provided by operations and proceeds from sales of
equipment.



<PAGE>


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

                                December 31, 1998

     In  December  1998 the  Partnership  and three  affiliates,  ICON Cash Flow
Partners  L.P.  Six ("L.P.  Six"),  ICON Cash Flow  Partners  L.P.  Seven ("L.P.
Seven")  and ICON Income  Fund Eight A L.P.  ("Eight  A") formed  ICON  Boardman
Funding  LLC,  for the  purpose  of  acquiring  a lease  with  Portland  General
Electric.  The purchase price totaled $27,421,810,  and was funded with cash and
non-recourse debt assumed in the purchase price. The Partnership, L.P. Six, L.P.
Seven and Eight A received a .5%, .5%, .5% and 98.5% interest,  respectively, in
the joint venture. The Partnership's original investment was recorded at cost of
$56,960 and will be adjusted by its share of earnings, losses and distributions,
thereafter.

     Cash  distributions  to the limited  partners in 1998, 1997 and 1996, which
were paid monthly, totaled $1,782,770, $1,784,993 and $1,786,992,  respectively,
of which $765,958,  $968,748, and $914,490 was investment income and $1,016,812,
$816,245  and  $872,502  was a return  of  capital,  respectively.  The  monthly
annualized  cash  distribution  rate for 1998, 1997 and 1996 was 9.00%, of which
3.87%,  4.88% and 4.61% was investment income and 5.13%,  4.12%, and 4.39% 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 1998, 1997 and 1996 was $9.00, of which $3.87, $4.88
and $4.61  was  investment  income  and  $5.13,  $4.12 and $4.39 was a return of
capital, respectively.

     The Partnership's  original  reinvestment  period was to expire 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
include:  (1)  extending the  reinvestment  period for a maximum of four and one
half additional  years and likewise delayed the start and end of the liquidation
period,  and (2)  eliminating  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.  The remaining  $105,000 of unpaid  management  fees will 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, 1998, 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 invest in equipment  leases and
financings and make  distributions  to limited  partners where it deems it to be
prudent while  retaining  sufficient cash to meet its reserve  requirements  and
recurring obligations.

Year 2000 Issue

    The Year 2000 issue arose because many existing  computer programs have been
written  using two digits rather than four to define the  applicable  year. As a
result,  programs could  interpret  dates ending in "00" as the year 1900 rather
than the year  2000.  In  certain  cases,  such  errors  could  result in system
failures  or  miscalculations   that  disrupt  the  operation  of  the  affected
businesses.



<PAGE>


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

                                December 31, 1998

    The Partnership  uses computer  information  systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General  Partner's primary computer  information  systems are provided by
third party vendors.  The General Partner has formally  communicated  with these
vendors and has received  assurance that their programs are Year 2000 compliant.
In addition,  the General Partner has gathered  information  about the Year 2000
readiness of  significant  vendors and  third-party  servicers  and continues to
monitor  developments  in this area.  All of the  General  Partner's  peripheral
computer  technologies,  such as its  network  operating  system and third party
software  applications,  including  payroll  and  electronic  banking  have been
evaluated and have been found to be Year 2000 compliant.  The ultimate impact of
the Year 2000  issue on the  Partnership  will  depend to a great  extent on the
manner in which the issue is addressed by the Partnership's lessees. Each of the
Partnership's  lessees will have a material  self interest in resolving any Year
2000 issue, however, non-compliance on the part of a lessee could result in lost
or  delayed  revenues  to the  Partnership.  The  effect  of  this  risk  to the
Partnership is not determinable.

    The General  Partner is responsible for costs relating to the assessment and
development of its Year 2000 compliance remediation plan, as well as the testing
of the hardware and software owned or licensed for its personal  computers.  The
General  Partner's  costs  incurred to date and  expected  future  costs are not
material.



<PAGE>


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

                                December 31, 1998


Item 8.  Financial Statements and Supplementary Data

                          Index to Financial Statements
                                                                   Page Number
                                                                   -----------
Independent Auditors' Report                                            13

Balance Sheets as of December 31, 1998 and 1997                         14

Statements of Operations for the Years Ended
  December 31, 1998, 1997 and 1996                                      15

Statements of Changes in Partners' Equity for
  the Years Ended December 31, 1998, 1997 and 1996                      16

Statements of Cash Flows for the Years Ended
  December 31, 1998, 1997 and 1996                                   17-19

Notes to Financial Statements                                        20-26


<PAGE>














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

                              Financial Statements

                                December 31, 1998

                   (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, 1998 and
1997, 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,
1998. 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, 1998 and 1997, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1998 in conformity with generally accepted accounting principles.



                                             /s/ KPMG LLP
                                             -----------------------------------
                                             KPMG LLP





March 12, 1999
New York, New York


<PAGE>


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

                                 Balance Sheets

                                  December 31,
<TABLE>

                                                                   1998            1997
                                                                   ----            ----
       Assets

<S>                                                            <C>            <C>        
Cash .......................................................   $ 1,983,281    $ 2,186,149
                                                               -----------    -----------

Investment in financings
    Receivables due in installments ........................       645,067      1,212,649
    Unearned income ........................................       (60,405)      (149,103)
    Allowance for doubtful accounts ........................       (27,847)       (94,437)
                                                               -----------    -----------
                                                                   556,815        969,109
                                                               -----------    -----------

Investment in finance leases
    Minimum rents receivable ...............................       469,525      1,097,491
    Estimated unguaranteed residual values .................        77,884        189,833
    Unearned income ........................................       (40,861)      (125,351)
    Allowance for doubtful accounts ........................       (24,127)       (88,499)
                                                               -----------    -----------
                                                                   482,421      1,073,474

Equity investment in joint venture .........................        56,960           --

Other assets ...............................................          --           87,621
                                                               -----------    -----------

Total assets ...............................................   $ 3,079,477    $ 4,316,353
                                                               ===========    ===========

       Liabilities and Partners' Equity

Accounts payable to General Partner and affiliates, net ....   $   175,586    $    36,234
Security deposits, deferred credits and other payables .....        70,881        418,625
                                                               -----------    -----------
                                                                   246,467        454,859
                                                               -----------    -----------
Commitments and Contingencies

Partners' equity (deficiency)
    General Partner ........................................      (144,078)      (133,798)
    Limited partners (198,037 and 198,245 units outstanding,
      $100 per unit original issue price in 1998 and 1997,
      respectively) ........................................     2,977,088      3,995,292
                                                               -----------    -----------

Total partners' equity .....................................     2,833,010      3,861,494
                                                               -----------    -----------

Total liabilities and partners' equity .....................   $ 3,079,477    $ 4,316,353
                                                               ===========    ===========
</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>

                                                        1998         1997          1996
                                                        ----         ----          ----
Revenues
<S>                                                 <C>           <C>           <C>       
   Net gain on sales or remarketing
     of equipment ...............................   $  465,144    $  175,860    $  511,331
   Finance income ...............................      172,179       335,198       574,073
   Interest income and other ....................      119,018        98,934        69,833
   Income from equity investment in joint venture         --          21,340        15,312
                                                    ----------    ----------    ----------

   Total revenues ...............................      756,341       631,332     1,170,549
                                                    ----------    ----------    ----------

Expenses

   General and administrative ...................      103,231        60,248        37,247
   Administrative expense reimbursements
     - General Partner ..........................       29,415        59,126        93,494
   Management fees - General Partner ............         --        (471,463)       92,360
   Interest .....................................         --           4,888        16,809
   Amortization of initial direct costs .........         --            --           6,912
   Reversal of allowance for
     doubtful accounts ..........................     (150,000)         --            --
                                                    ----------    ----------    ----------

   Total expenses ...............................      (17,354)     (347,201)      246,822
                                                    ----------    ----------    ----------

Net income ......................................   $  773,695    $  978,533    $  923,727
                                                    ==========    ==========    ==========

Net income allocable to:
   Limited partners .............................   $  765,958    $  968,748    $  914,490
   General Partner ..............................        7,737         9,785         9,237
                                                    ----------    ----------    ----------

                                                    $  773,695    $  978,533    $  923,727
                                                    ==========    ==========    ==========

Weighted average number of limited
   partnership units outstanding ................      198,087       198,332       198,551
                                                    ==========    ==========    ==========

Net income per weighted average
   limited partnership unit .....................   $     3.87    $     4.88    $     4.61
                                                    ==========    ==========    ==========

</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, 1998, 1997 and 1996
<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, 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

Cash distributions
   to partners             $5.13         $3.87         (1,782,770)      (18,017)     (1,800,787)

Limited partnership
   units redeemed
   (208 units)                                             (1,392)        -              (1,392)

Net income                                                765,958         7,737         773,695
                                                      -----------     ---------     -----------

Balance at
   December 31, 1998                                  $ 2,977,088     $(144,078)    $ 2,833,010
                                                      ===========     =========     ===========
</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>

                                                                1998           1997           1996
                                                                ----           ----           ----
Cash flows from operating activities:
<S>                                                         <C>            <C>            <C>        
   Net income ...........................................   $   773,695    $   978,533    $   923,727
                                                            -----------    -----------    -----------
   Adjustments to reconcile net income to
   net cash provided by operating activities:
     Finance income portion of receivables paid
       directly to lenders by lessees ...................          --          (14,028)      (121,569)
     Amortization of initial direct costs ...............          --             --            6,912
     Net gain on sales or remarketing of equipment ......      (465,144)      (175,860)      (511,331)
     Interest expense on non-recourse financing
       paid directly by lessees .........................          --            4,888         13,896
     Income from equity investment in joint venture .....          --          (21,340)       (15,312)
     Changes in operating assets and liabilities:
       Collection of principal - non-financed receivables     1,029,790      1,486,003      1,564,037
       Distribution from joint venture ..................          --          237,003        616,361
       Investment in equity joint venture ...............       (56,960)          --             --
       Allowance for doubtful accounts ..................      (130,962)      (126,084)          --
       Accounts payable to General Partner
         and affiliates, net ............................       139,352       (474,482)        43,688
       Security deposits and deferred credits ...........      (347,744)       (28,262)      (390,339)
       Other, net .......................................        10,501        172,339       (142,780)
                                                            -----------    -----------    -----------

         Total adjustments ..............................       178,833      1,060,177      1,063,563
                                                            -----------    -----------    -----------

       Net cash provided by operating activities ........       952,528      2,038,710      1,987,290
                                                            -----------    -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment .....................       646,783        621,621      1,289,421
   Equipment and receivables purchased ..................          --             --       (2,179,971)
   Proceeds from sale of investment in
     joint venture ......................................          --          275,294           --
                                                            -----------    -----------    -----------

       Net cash provided by (used in)
         investing activities ...........................       646,783        896,915       (890,550)
                                                            -----------    -----------    -----------
</TABLE>




                                                        (continued on next page)


<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>

                                                 1998           1997           1996
                                                 ----           ----           ----

Cash flows from financing activities:
<S>                                               <C>            <C>           <C>     
   Redemption of limited partnership units        (1,392)        (5,763)       (10,369)
   Cash distributions to partners ........    (1,800,787)    (1,803,023)    (1,805,042)
                                             -----------    -----------    -----------

Net cash used in financing activities ....    (1,802,179)    (1,808,786)    (1,815,411)
                                             -----------    -----------    -----------

   Net (decrease) increase in cash .......      (202,868)     1,126,839       (718,671)

Cash, beginning of year ..................     2,186,149      1,059,310      1,777,981
                                             -----------    -----------    -----------

Cash, end of year ........................   $ 1,983,281    $ 2,186,149    $ 1,059,310
                                             ===========    ===========    ===========



</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 and $16,809 for the years  ended  December  31,
1997 and 1996 consisted of interest expense on non-recourse financing accrued or
paid  directly to lenders by lessees of $4,888 and  $13,896,  respectively,  and
other interest paid or accrued of $0 and $2,913, respectively.

     During  the  years  ended  December  31,  1998,  1997  and  1996,  non-cash
activities included the following:
<TABLE>

                                                     1998         1997           1996
                                                     ----         ----           ----

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

Decrease in notes payable - non-recourse
  due to terminations ..........................       --        (579,508)      (412,183)
Decrease in investment in finance leases due to
  terminations .................................       --         579,508        412,183
                                                   --------   -----------    -----------

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



<PAGE>


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

                          Notes to Financial Statements

                                December 31, 1998

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
1997, the  Partnership  redeemed 1,755 limited  partnership  units.  In 1998 the
Partnership  redeemed 208 limited  partnership  units,  leaving  198,037 limited
partnership units outstanding at December 31, 1998.

     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  on  its  outstanding  adjusted  capital  contribution
account.  After such time,  distributions  would be allocated 90% to the limited
partners and 10% to the General Partner.

2.   Amendment to Partnership Agreement

     The Partnership's  original  reinvestment  period was to expire 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
include:  (1)  extending the  reinvestment  period for a maximum of four and one
half additional  years and likewise delayed the start and end of the liquidation
period,  and (2)  eliminating  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.  The remaining  $105,000 of unpaid  management  fees will 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.


<PAGE>


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

                    Notes to Financial Statements - Continued

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 the General
Partner's  management to make estimates and assumptions that affect the reported
amounts of assets and  liabilities  at the date of the financial  statements and
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates. In addition, management is required to disclose contingent
assets and liabilities.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties as finance  leases or  operating  leases,  as  appropriate.  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.  Initial direct costs of
finance leases are  capitalized  and are amortized over the terms of the related
leases using the interest method.  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.  Separate  disclosure of fair value  information as of December 31,
1998 and 1997 with  respect  to the  Company's  assets  and  liabilities  is not
provided  because (i) SFAS No. 107 does not require  disclosures  about the fair
value of lease  arrangements  and (ii) the carrying  value of financial  assets,
other than lease related investments, approximates market value.


<PAGE>


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

                    Notes to Financial Statements - Continued

     Investment in Joint Venture - The Partnership accounts for its interests in
less than 50% owned joint  ventures  under the equity method of  accounting.  In
such  cases,  the  Partnership's  original  investment  is  recorded at cost and
adjusted for 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 units
during 1995,  330 units during 1996, 225 units during 1997, and 208 units during
1998. 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  provisions for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful accounts is based on an analysis of delinquency and loss trends and
an assessment of overall  credit risk.  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.  In 1998 the Partnership
reversed $150,000 of amounts  previously  included in the allowance for doubtful
accounts.

     Impairment  of Estimated  Residual  Values - In March 1995,  the  Financial
Accounting  Standards  Board ("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.


<PAGE>


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

                    Notes to Financial Statements - Continued

     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.

     New Accounting  Pronouncements - In June 1998 the FASB issued SFAS No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities."  SFAS No. 133
requires that an entity recognize all derivative instruments as either assets or
liabilities  in the balance sheet and measure those  instruments  at fair value.
SFAS No. 133 is effective for all quarters of fiscal years  beginning after June
15, 1999. The adoption of SFAS No. 133 is not expected to have a material effect
on the Partnership's net income, partners' equity or total assets.

4.   Investments in Joint Ventures

      The Partnership  and affiliates  formed two joint ventures for the purpose
of acquiring and managing various assets.

     In  December  1998 the  Partnership  and three  affiliates,  ICON Cash Flow
Partners  L.P.  Six ("L.P.  Six"),  ICON Cash Flow  Partners  L.P.  Seven ("L.P.
Seven")  and ICON Income  Fund Eight A L.P.  ("Eight  A") formed  ICON  Boardman
Funding  LLC ("ICON  BF"),  for the purpose of  acquiring a lease with  Portland
General Electric.  The purchase price totaled  $27,421,810,  and was funded with
cash and non-recourse debt assumed in the purchase price. The Partnership,  L.P.
Six,  L.P.  Seven and  Eight A  received  a .5%,  .5%,  .5% and 98.5%  interest,
respectively,  in ICON BF. The Partnership's original investment was recorded at
cost of  $56,960  and will be  adjusted  by its share of  earnings,  losses  and
distributions,  thereafter.  Simultaneously with the acquisition of the Portland
General  Electric  lease  by ICON BF,  the rent in  excess  of the  senior  debt
payments was acquired by L.P. Six for $3,801,108.

     Information as to the financial position of ICON BF as of December 31, 1998
is summarized below:

                                              December 31, 1998
                                              -----------------
        Assets                                  $ 23,620,702
                                                ============

        Liabilities                             $ 12,228,713
                                                ============

        Equity                                  $ 11,391,989
                                                ============

        Partnership's share of equity           $     56,960
                                                ============

     There was no income  statement  impact of this joint venture in 1998 as the
joint venture was formed at the end of the year.


<PAGE>


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

                    Notes to Financial Statements - Continued

     In  February  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.  ICON Asset Acquisition LLC purchased an existing portfolio of leases
and  securitized  substantially  all of its portfolio and became the  beneficial
owner of a trust. In September  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 and ICON  Asset  Acquisition  LLC became a 100% owned
subsidiary  of the L.P Six. 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.

5.   Receivables Due in Installments

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

                                        Finance
                  Year   Financings     Leases        Total
                  ----   ----------     -------       -----
                  1999   $  359,559   $  315,815   $  675,374
                  2000      243,261      146,489      389,750
                  2001       42,247        7,221       49,468
                         ----------   ----------   ----------
                  
                         $  645,067   $  469,525   $1,114,592
                         ==========   ==========   ==========




<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
                                                     Leases     Financings     Total
                                                     ------     ----------     -----
<S>                                                <C>          <C>          <C>      
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

     Accounts written-off ......................      (1,566)        --         (1,566)
     Recovery on accounts previously
       written-off .............................      20,604         --         20,604
     Transfer within accounts ..................      (9,343)       9,343         --
     Reversal of allowance for doubtful accounts     (74,067)     (75,933)    (150,000)
                                                   ---------    ---------    ---------

Balance at December 31, 1998 ...................   $  24,127    $  27,847    $  51,974
                                                   =========    =========    =========
</TABLE>

7.   Related Party Transactions

     As a result of the  approval of the  amendments  as discussed in Note 2, in
which the  General  Partner's  right to  receive  certain  fees was  voluntarily
waived,  the  Partnership  reversed  accrued and unpaid  management  fees in the
amount of  $529,125 of the  $634,125  accrued  and unpaid  management  fee as of
December 31, 1997.  The reversal  consisted of $57,662  relating to 1997 accrued
management  fees and $471,463  relating to management  fees from 1996 and prior.
These  management fees had been previously  expensed but not paid to the General
Partner.  During the year ended  December  31,  1996,  the  Partnership  accrued
General Partner management fees of $92,360.  During the years ended December 31,
1998,  1997 and 1996 the  Partnership  paid or  accrued to the  General  Partner
administrative   expense   reimbursements  of  $29,415,   $59,126  and  $93,494,
respectively. These fees and reimbursements were charged to operations.

     In December 1998 the Partnership and three affiliates, L.P. Six, L.P. Seven
and Eight A formed ICON BF, for the purpose of  acquiring a lease with  Portland
General Electric.  See Note 4 for additional  information  relating to the joint
venture.


<PAGE>


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

                    Notes to Financial Statements - Continued

     In  February  1995 the  Partnership  and two  affiliates,  ICON  Cash  Flow
Partners,  L.P.,  Series  B  ("Series  B"),  and  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.  See Note 4 for
additional information relating to the joint venture.

8.    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:

                                           1998           1997          1996
                                           ----           ----          ----

Net income per financial statements   $   773,695    $   978,533    $   923,727

Differences due to:
   Direct finance leases ..........       421,385        923,405        821,604
   Depreciation ...................      (443,142)      (809,958)          --
   Provision for losses ...........      (130,902)      (124,312)         1,856
   Gain (loss) on sale of equipment      (307,902)       (57,845)        (9,703)
   Management fee reversal ........          --         (529,125)          --
   Other ..........................        48,227       (106,322)        30,619
                                      -----------    -----------    -----------
Partnership income (loss) for
   federal income tax purposes ....   $   361,361    $   274,376    $ 1,768,103
                                      ===========    ===========    ===========

     As of December 31, 1998,  the partners'  capital  accounts  included in the
financial  statements  totaled  $2,833,010  compared  to the  partners'  capital
accounts  for  federal  income  tax  purposes  of  $7,511,486  (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, 1998

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 leases and full
financing transactions.

     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.

     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,  re-leasing 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,  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           Chairman, Chief Executive Officer and Director

Paul B. Weiss                  President and Director

Thomas W. Martin               Executive Vice President and Director

Kevin F. Redmond               Chief Financial Officer




<PAGE>


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

                                December 31, 1998

     Beaufort J. B. Clarke,  age 53, is Chairman,  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.

     Paul B. Weiss,  age 38, is President  and Director 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). He was previously an investment banker and a commercial banker.

     Thomas W.  Martin,  age 45, is  Executive  Vice  President  of the  General
Partner and Director of the Dealer-Man ager. Prior to his present position,  Mr.
Martin was the Executive Vice President and Chief  Financial  Officer of Griffin
Equity Partners, Inc. Mr. Martin has 14 years of senior management experience in
the leasing business.

     Kevin F. Redmond,  age 36, is Chief  Financial  Officer of both the General
Partner and the Dealer-Manager.  Prior to his present position,  Mr. Redmond was
Vice President and Controller of the General  Partner,  Manager of Accounting at
NationsCredit  Corp.  and Audit Manager with the  accounting  firm of Deloitte &
Touche.

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, 1998,  1997 and 1996.  See
Note  6 to  the  Financial  Statements  for a  discussion  of  the  reversal  of
previously accrued but unpaid management fee expense in 1997.
<TABLE>

     Entity             Capacity      Type of Compensation      1998       1997      1996
     ------             --------      --------------------      ----       ----      ----
<S>                  <C>               <C>                      <C>        <C>       <C> 

ICON Capital Corp.  General Partner  Administrative expense
                                       reimbursements          $29,415  $  59,126  $ 93,494
ICON Capital Corp.  General Partner  Management fees              -      (471,463)   92,360
                                                               -------  ---------  --------
                                                               $29,415  $(412,337) $185,854
                                                               =======  =========- ========
</TABLE>



<PAGE>


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

                                December 31, 1998

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 15, 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

     See  Item  11  for  a  discussion  of  the   Partnership's   related  party
transactions.



<PAGE>


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

                                December 31, 1998

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)  Form of Dealer-Manager  Agreement (Incorporated herein by reference to
          Exhibit 1.1 to Amendment No. 2 to Form S-1 Registration  Statement No.
          33-36376 filed with the Securities and Exchange Commission on November
          30, 1990)

     (ii) Form of Selling Dealer Agreement  (Incorporated herein by reference to
          Exhibit 1.2 to Amendment No. 2 to Form S-1 Registration  Statement No.
          33-36376 filed with the Securities and Exchange Commission on November
          30, 1990)

     (iii)Amended and Restated  Agreement of Limited  Partnership  (Incorporated
          by reference to Exhibit A to Amendment No. 2 to Form S-1  Registration
          Statement  No.   33-36376  filed  with  the  Securities  and  Exchange
          Commission on November 30, 1990)

     (iv) 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. 33-36376 filed
          with the Securities and Exchange Commission on October 25, 1990)

(b)  Reports on Form 8-K

     No reports on Form 8-K were filed by the Partnership  during the year ended
December 31, 1998.




<PAGE>


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

                                December 31, 1998

                                   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 30, 1999             /s/ Beaufort J.B. Clarke
                                 ------------------------
                                 Beaufort J.B. Clarke
                                 Chairman, 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 30, 1999             /s/ Beaufort J.B. Clarke
                                 ------------------------
                                 Beaufort J.B. Clarke
                                 Chairman, Chief Executive Officer and Director



Date: March 30, 1999             /s/ Paul B. Weiss
                                 -----------------------------------------------
                                 Paul B. Weiss
                                 President and Director



Date: March 30, 1999             /s/ Kevin F. Redmond
                                 -----------------------------------------------
                                 Kevin F. Redmond
                                 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>