**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





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





quarterly
                period ended
            **March
                31, 2007**





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





transition
                period from
            
            to





Commission_File_Number
            **000-27926**





**ICON
                Cash Flow Partners L.P. Seven**(Exact
                name of registrant as specified in its
                charter)





**Delaware**
            **13-3835387**(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification Number)





**100
                Fifth Avenue, 4****th****Floor, New York, New York**
            **10011-1505**(Address
                of principal executive offices)
            (Zip
                code)





**(212)
                418-4700**Registrant's
                telephone number, including area
                code





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. [x] Yes [ ] No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated filer. See definition of ‘‘accelerated
      filer and large accelerated filer’’ in Rule 12b-2 of the Exchange
      Act.  Large accelerated filer [ ] Accelerated filer [
      ] Non-accelerated filer [x]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). [ ] Yes [x] No





Number
      of
      outstanding limited partnership units of the registrant on April 30, 2007 is
      987,348.
















ICON
                Cash Flow Partners L.P. Seven
              IndexPART
                I - FINANCIAL INFORMATION
            PageItem
                1. Condensed Consolidated Financial
                StatementsCondensed
                Consolidated Balance Sheets at March 31, 2007
                (Unaudited) andDecember
                31, 2006
            1Condensed
                Consolidated Statements of Operations for the
                Three Months EndedMarch
                31, 2007 and 2006 (Unaudited)
            2Condensed
                Statement of Changes in Partners’ Equity for the
                Year EndedDecember
                31, 2006 and the Three Months Ended March 31, 2007
                (Unaudited)
            3Condensed
                Consolidated Statements of Cash Flows for the
                Three Months EndedMarch
                31, 2007 and 2006 (Unaudited)
            4Notes
                to Condensed Consolidated Financial Statements
                (Unaudited)
            5Item
                2. General Partner’s Discussion and Analysis of
                Financial Condition andResults
                of Operations
            9Item
                3. Quantitative and Qualitative Disclosures About
                Market Risk
            12Item
                4. Controls and Procedures
            13PART
                II - OTHER INFORMATIONItem
                1. Legal Proceedings
            
            14Item
                1A. Risk Factors
            
            14Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            14Item
                3. Defaults Upon Senior Securities
            14Item
                4. Submission of Matters to a Vote of Security
                Holders
            14Item
                5. Other Information
            
            14Item
                6. Exhibits
            
            14Signatures
            
            15







*Table
          of Contents*







**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Condensed Consolidated Financial
      Statements**





ICON
                Cash Flow Partners L.P. Seven(A
                Delaware Limited Partnership)Condensed
                Consolidated Balance Sheets**ASSETS**(Unaudited)March
                31,
            
            December
                31,2007
            
            2006Cash
                and cash equivalents
            
            $
            24,020
            
            $
            99,831Investments
                in joint ventures and limited partnership
            
            
            7,350,297
            
            
            7,359,242Equipment
                held for sale
            
            
            -
            
            
            26,000Other
                assets, net
            
            
            326,985
            
            
            322,129Total
                assets
            
            $
            7,701,302
            
            $
            7,807,202





**LIABILITIES
                AND PARTNERS' EQUITY**Liabilities:Due
                to General Partner and affiliates
            
            $
            10,955
            
            $
            -Accounts
                payable and other liabilities
            
            
            47,374
            
            
            32,147Total
                liabilities
            
            
            58,329
            
            
            32,147Commitments
                and contingenciesPartners'
                equity:General
                Partner
            
            
            (642,576
            )
            
            (641,260
            )Limited
                Partners ( 987,348 and 987,378 units outstanding,$100
                per unit original issue price)
            
            
            8,285,549
            
            
            8,416,315Total
                partners' equity
            
            
            7,642,973
            
            
            7,775,055Total
                liabilities and partners' equity
            
            $
            7,701,302
            
            $
            7,807,202





See
        accompanying notes to condensed consolidated financial
        statements


1
 *Table
            of Contents*








ICON
                Cash Flow Partners L.P. Seven(A
                Delaware Limited Partnership)Condensed
                Consolidated Statements of Operations (Unaudited)Three
                Months Ended March 31,2007
            
            2006Revenue:Rental
                income
            
            $
            -
            
            $
            150,000Equity
                (loss) income from investments in joint venturesand
                limited partnership
            
            
            (7,663
            )
            
            423,011Net
                gain (loss) on sales of equipment
            
            
            4,882
            
            
            (17,634
            )Interest
                and other income
            
            
            5,523
            
            
            10,994Total
                revenue
            
            
            2,742
            
            
            566,371Expenses:Depreciation
                and amortization
            
            
            -
            
            
            165,616Interest
            
            
            -
            
            
            58,732General
                and administrative
            
            
            134,301
            
            
            136,682Remarketing
                expenses
            
            
            -
            
            
            62,125Total
                expenses
            
            
            134,301
            
            
            423,155Net
                (loss) income
            
            $
            (131,559
            )
            $
            143,216Net
                (loss) income allocable to:Limited
                partners
            
            $
            (130,243
            )
            $
            141,784General
                Partner
            
            
            (1,316
            )
            
            1,432$
            (131,559
            )
            $
            143,216Weighted
                average number of limited partnershipunits
                outstanding
            
            
            987,363
            
            
            987,461Net
                (loss) income per weighted average limitedpartnership
                unit
            
            $
            (0.13
            )
            $
            0.14





See
        accompanying notes to condensed consolidated financial
        statements


2
 *Table
          of Contents*








ICON
                Cash Flow Partners L.P. Seven(A
                Delaware Limited Partnership)Condensed
                Consolidated Statement of Changes in Partners' EquityFor
                the Year Ended December 31, 2006 and the Three Months Ended March
                31, 2007
                (Unaudited)Limited
                Partners
            
            
            
            
            
            TotalUnits
            
            Limited
            
            General
            
            Partners'Outstanding
            
            Partners
            
            Partner
            
            EquityBalance,
                January 1, 2006
            
            
            987,548
            
            $
            8,785,972
            
            $
            (768,734
            )
            $
            8,017,238Limited
                partnership units redeemed
            
            
            (170
            )
            
            (2,197
            )
            
            -
            
            
            (2,197
            )Capital
                contribution
            
            
            -
            
            
            -
            
            
            131,186
            
            
            131,186Net
                loss
            
            
            -
            
            
            (367,460
            )
            
            (3,712
            )
            
            (371,172
            )Balance,
                December 31, 2006
            
            
            987,378
            
            $
            8,416,315
            
            $
            (641,260
            )
            $
            7,775,055Limited
                partnership units redeemed
            
            
            (30
            )
            
            (523
            )
            
            -
            
            
            (523
            )Net
                loss
            
            
            -
            
            
            (130,243
            )
            
            (1,316
            )
            
            (131,559
            )Balance,
                March 31, 2007
            
            
            987,348
            
            $
            8,285,549
            
            $
            (642,576
            )
            $
            7,642,973








See
        accompanying notes to condensed consolidated financial
        statements


3
 *Table
            of Contents*











ICON
                Cash Flow Partners L.P. Seven(A
                Delaware Limited Partnership)Condensed
                Consolidated Statements of Cash Flows (Unaudited)Three
                Months Ended March 31,Increase
                (decrease) in cash and cash equivalents
            
            2007
            
            2006Cash
                flows from operating activities:Net
                (loss) income
            
            $
            (131,559
            )
            $
            143,216Adjustments
                to reconcile net (loss) income to net cash(used
                in) provided by operating activities:Equity
                loss (income) from investments in joint venturesand
                limited partnerships
            
            
            7,663
            
            
            (423,011
            )Net
                (gain) loss on sales of equipment
            
            
            (4,882
            )
            
            17,634Depreciation
                and amortization
            
            
            -
            
            
            165,616Changes
                in operating assets and liabilities:Other
                assets
            
            
            (4,856
            )
            
            -Due
                from/to General Partner and affiliates, net
            
            
            10,955
            
            
            -Accounts
                payable and other liabilities
            
            
            15,227
            
            
            6,093Maintenance
                reserve payable
            
            
            -
            
            
            203,150Net
                cash (used in) provided by operating activities:
            
            
            (107,452
            )
            
            112,698Cash
                flows from investing activities:Proceeds
                from sales of equipment
            
            
            30,882
            
            
            25,678Increase
                in restricted cash
            
            
            -
            
            
            (207,590
            )Distributions
                received from joint ventures and limited partnership
            
            
            1,282
            
            
            2,794Net
                cash provided by (used in) investing activities:
            
            
            32,164
            
            
            (179,118
            )Cash
                flows from financing activities:Cash
                paid for redemption of limited partner units
            
            
            (523
            )
            
            (2,199
            )Net
                cash used in financing activities:
            
            
            (523
            )
            
            (2,199
            )Net
                (decrease) increase in cash and cash equivalents
            
            
            (75,811
            )
            
            (68,619
            )Cash
                and cash equivalents, beginning of the period
            
            
            99,831
            
            
            151,326Cash
                and cash equivalents, end of the period
            
            $
            24,020
            
            $
            82,707Supplemental
                disclosure of cash flow information:Cash
                paid during the period for interest
            
            $
            -
            
            $
            53,961







See
      accompanying notes to condensed consolidated financial statements  4
 *Table
            of Contents*


ICON
        Cash Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 March
        31,
        2007
 (Unaudited)





(1 )  Basis
      of
      Presentation and Consolidation





The
      accompanying condensed consolidated financial statements of ICON Cash Flow
      Partners L.P. Seven (the “Partnership”) have been prepared in accordance with
      accounting principles generally accepted in the United States of America
      (“GAAP”) for interim financial information and pursuant to the rules and
      regulations of the Securities and Exchange Commission for Quarterly Reports
      on
      Form 10-Q. Accordingly, they do not include all of the information and footnotes
      required by GAAP for complete financial statements. In the opinion of the
      General Partner, all adjustments (consisting only of normal recurring accruals)
      considered necessary for a fair presentation have been included. These condensed
      consolidated financial statements should be read in conjunction with the
      consolidated financial statements and notes included in the Partnership’s 2006
      Annual Report on Form 10-K. The results for the interim period are not
      necessarily indicative of the results for the full year.





The
      condensed consolidated financial statements include the accounts of the
      Partnership and its majority owned subsidiary. All intercompany accounts and
      transactions have been eliminated in consolidation.





The
      Partnership accounts for its noncontrolling interests in joint ventures where
      the Partnership has influence on financial and operational matters, generally
      greater than 5% but less than 50% ownership interest, under the equity method
      of
      accounting. In such cases, the Partnership’s original investments are recorded
      at cost and adjusted for its share of earnings, losses and distributions. The
      Partnership accounts for investments in joint ventures where the Partnership
      has
      virtually no influence over financial and operational matters using the cost
      method of accounting. In such cases, the Partnership’s original investments are
      recorded at cost and any distributions received are recorded as a reduction
      of
      the total investment. All of the Partnership’s investments in joint ventures are
      subject to its impairment review policies.





(2)  Organization





The
      Partnership was formed on May 23, 1995 as a Delaware limited partnership for
      the
      purpose of acquiring equipment subject to leases and, to a lesser degree,
      acquiring ownership rights to items of leased equipment at lease
      expiration. The
      Partnership will continue until December 31, 2015, unless terminated
      sooner.





The
      General Partner of the Partnership is ICON Capital Corp. (the "General
      Partner"), a Connecticut corporation. The General Partner manages and controls
      the Partnership’s business affairs, including, but not limited to, equipment
      leases and financing transactions, pursuant to the terms of a management
      agreement with the Partnership. Additionally,
      the General Partner has a 1% interest in the profits, losses, cash distributions
      and disposition proceeds of the Partnership.





The
      Partnership’s reinvestment period ended November 9, 2002 and the Partnership
      commenced its disposition period. During the disposition period, the Partnership
      is distributing substantially all distributable cash from operations and
      equipment sales to the partners and will continue the orderly termination of
      its
      operations and affairs. The Partnership will not invest in any additional
      finance or lease transactions during the disposition period.







5
 *Table
            of Contents*





ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 March
        31,
        2007
 (Unaudited)





(2)  Organization
      - continued





Partners’
      capital accounts are increased for their initial or any additional capital
      contribution plus their proportionate share of earnings and decreased by their
      proportionate share of losses and distributions. 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 their adjusted
      capital contribution account to zero and receive, in addition, other
      distributions and allocations which would provide an 8% per year cumulative
      return on their outstanding adjusted capital contribution account. After such
      time, distributions will be allocated 90% to the limited partners and 10% to
      the
      General Partner.





(3)  Use
      of
      Estimates





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires the General Partner
      to make estimates and assumptions that affect the reported amounts of assets
      and
      liabilities and the disclosure of contingent assets and liabilities as of the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Significant estimates primarily include
      allowance for doubtful accounts, the value of unguaranteed residual values,
      depreciation and amortization and impairment losses. Actual results could differ
      from those estimates.





(4)  Investment
      in Limited Partnership





The
      Partnership formed a limited partnership with an unaffiliated entity for the
      purpose of owning an interest in a mobile off-shore drilling rig.





North
      Sea
      (Connecticut) Limited Partnership





The
      Partnership currently has a right in and to 87.65% of the profits, losses and
      cash flows from its Class C limited partnership interest in North Sea; the
      underlying asset held by North Sea, an oil drilling platform, which was
      destroyed in Hurricane Rita. North Sea is currently in litigation to recover
      the
      value of its interest in the oil rig.





On
      September 1, 2006, the Charterer and North Sea each filed motions for complete
      summary judgment. Oral argument on the motions occurred on November 7, 2006.
      On
      January 24, 2007, the Texas State Court issued a preliminary order granting
      all
      of North Sea’s summary judgment motions and denying all of the Charterer’s
      summary judgment motions. In addition, the Court ordered the Charterer to pay
      North Sea the approximately $60 million plus interest thereon that North Sea
      claimed as its damages. On March 7, 2007, the Texas State Court issued its
      final
      judgment and an order of severance and consolidation with respect to the
      parties’ summary judgment motions. In its final judgment, the Texas State Court
      (i) granted all of North Sea’s summary judgment motions that support the Court’s
      related order for the Charterer to pay North Sea the approximately $60 million
      plus interest thereon that North Sea claimed as its damages, as well as $500,000
      in attorneys’ fees, (ii) denied all of North Sea’s other summary judgment
      motions, except for those that were severed pursuant to the order of severance
      and consolidation, and (iii) denied all of the Charterer’s summary judgment
      motions. On April 3, 2007 the Charterer filed a motion for a new trial with
      the
      Texas State Court.





While
      it
      is not possible at this stage to determine the likelihood of the outcome of
      the
      litigation, the Partnership and the other North Sea partners believe that the
      Court’s decision is correct and the Partnership is working with the other North
      Sea partners to vigorously pursue its claims and defend the Court’s decision in
      any appeal brought by the Charterer. Although the court initially ruled in
      North
      Sea’s favor, the outcome of any appeal is uncertain. The appeals process may
      span several months,
      possibly even years, during such time the Partnership expects to incur
      additional expenses and legal fees. If the Texas State Court’s decision is
      reversed on appeal, the matter will be remanded to the Texas State Court and
      could proceed to trial, which would further delay a resolution of the dispute.
      A
      trial will require the Partnership and the other North Sea partners to devote
      significant resources, including substantial time and money, to the pursuit
      of
      North Sea’s claims. There is no certainty that a trial will result in a
      favorable verdict. If the Charterer prevails on appeal, it is anticipated that
      such a verdict would have a material adverse effect on the cash available for
      distribution to the Partnership’s partners.







6
 *Table
            of Contents*




ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 March
        31,
        2007
 (Unaudited)





(4)  Investment
      in Limited Partnership - continued




For
      the
      period ended March 31, 2006, North Sea recorded net income of approximately
      $959,645. Under
      the
      terms of the charter, the Charterer was required to timely make its next
      scheduled semi-annual rental payment after an Event of Loss. The Charterer
      made
      this final payment on or about March 15, 2006.





For
      the
      period ended March 31, 2007, North Sea recorded a net loss of approximately
      $17,700. due
      primarily to paying expenses while receiving no income during this period.
      North
      Sea has recorded an insurance receivable of $2,435,736. The
      insurance receivable does not represent the full amount of insurance proceeds
      that North Sea expects to receive and neither amount represents the final amount
      of the Stipulated Loss Value of the rig as determined according to the terms
      of
      the charter.





On
      October 22, 2006, the Partnership advanced approximately $319,000 to North
      Sea
      under the terms of a promissory note. The note accrues interest at 6.0% per
      year
      and is to be repaid within one year of the advance. At March 31, 2007, North
      Sea
      owes the Partnership approximately $327,000, including accrued interest of
      approximately $8,000.





The
      results of operations of North Sea for the three months ended March 31, 2007,
      and 2006 are summarized below:





Three
                Months Ended March 31,2007
            
            
            2006Net
                (loss) income
            
            $
            (17,743
            )
            $
            959,645Partnership's
                share of net (loss) income
            
            $
            (7,776
            )
            $
            420,564







7
 *Table
            of Contents*




ICON
        Cash
        Flow Partners L.P. Seven
 (A
        Delaware Limited Partnership)
 Notes
        to
        Condensed Consolidated Financial Statements
 March
        31,
        2007
 (Unaudited)





(5)  Equipment
      Held for Sale





The
      Partnership sold all of its rotables for Boeing 737 and Airbus A310 aircraft
      that were being held off-lease during the three months ended March 31, 2007.
      Aircraft rotables are replacement spare parts that are held in inventory by
      an
      airline. These rotables were formerly on lease to Sabena Technics. For the
      three
      months ended March 31, 2007, the Partnership recognized a gain of approximately
      $5,000 as a result of this sale.





(6)  Transactions
      with Related Parties





The
      General Partner has a 1% interest in the Partnership’s profits, losses and
      distributions. The Partnership did not pay any distributions to the General
      Partner during the three months ended March 31, 2007. The General Partner’s
      interest in the Partnership’s net (loss) income for the three months ended March
      31, 2007 and 2006 was $(1,316) and $1,432, respectively.





At
      March
      31, 2007 the Partnership had a liability of approximately $11,000 due to the
      General Partner and affiliates. The majority of this amount was due to the
      bank
      misposting a transfer to the Partnership’s account that will be corrected during
      the second quarter of 2007.




(7)  Recent
      Accounting Pronouncements





The
      General Partner does not believe that any recently issued, but not yet
      effective, accounting pronouncements, if currently adopted, would have a
      material effect on the accompanying condensed consolidated financial
      statements.





8
 *Table
          of Contents*








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





The
      following is a discussion of our results of operations and current financial
      position. This discussion should be read together with our unaudited condensed
      consolidated financial statements and related notes included elsewhere in this
      report, Item 1A. Risk Factors and the audited consolidated financial statements
      and related notes included in our Annual Report on Form 10-K for the year ended
      December 31, 2006.





As
      used
      in this Quarterly Report on Form 10-Q, references to “we,” “us,” “our” or
      similar terms include ICON Cash Flow Partners L.P. Seven and its consolidated
      subsidiaries.





**Forward-Looking
      Statements**





Certain
      statements within this Quarterly Report on Form 10-Q may constitute
      forward-looking statements within the meaning of the Private Securities
      Litigation Reform Act of 1995 (“PSLRA”). These statements are being made
      pursuant to the PSLRA, with the intention of obtaining the benefits of the
“safe
      harbor” provisions of the PSLRA, and, other than as required by law, we assume
      no obligation to update or supplement such statements. Forward-looking
      statements are those that do not relate solely to historical fact. They include,
      but are not limited to, any statement that may predict, forecast, indicate
      or
      imply future results, performance, achievements or events. You can identify
      these statements by the use of words such as “may,” “will,” “could,”
“anticipate,” “believe,” “estimate,” “expects,” “intend,” “predict” or “project”
and variations of these words or comparable words or phrases of similar meaning.
      These forward-looking statements reflect our current beliefs and expectations
      with respect to future events and are based on assumptions and are subject
      to
      risks and uncertainties and other factors outside our control that may cause
      actual results to differ materially from those projected.





**Overview**





We
      are an
      equipment leasing business formed on May 23, 1995. We began active operations
      on
      January 19, 1996. W e
      are
      primarily engaged in the business of acquiring equipment subject to lease and,
      to a lesser degree, acquiring ownership rights to items of leased equipment
      at
      lease expiration. Some of our equipment leases were acquired for cash and
      provided current cash flow, which we refer to as “income ” leases.
      The majority of the purchase price of our other equipment leases was financed,
      so those leases generated little or no current cash flow because substantially
      all of the rental payments received from those lessees were paid to lenders.
      For
      those “ growth ” leases,
      we anticipated that the future value of the leased equipment would exceed the
      cash portion of the purchase price paid for the equipment. We ended our
“reinvestment” period on November 9, 2002 and began our disposition period
      where-upon we began to sell our assets in the ordinary course of
      business.





During
      the disposition period, we are distributing substantially all distributable
      cash
      from operations and equipment sales to the partners and will continue the
      orderly termination of our operations and affairs. We will not invest in any
      additional finance or lease transactions. Our goal
      was to complete the disposition period within three years after the end of
      the
      reinvestment period, but it is taking longer to do so.





At
      March
      31, 2007, our portfolio, which we hold through joint venture investments with
      affiliates and others, consists primarily of the following
      equipment:





*Mobile
      Off-Shore Drilling Rig:*





We
      currently have a right in and to 87.65% of the profits, losses and cash flows
      from our Class C limited partnership interest in North Sea as discussed in
      Note 4 to the unaudited condensed consolidated financial statements included
      in
      Item 1. The underlying asset held by North Sea, an oil drilling
      platform, was destroyed in Hurricane Rita. North Sea is currently in
      litigation to recover the value of its interest in the oil rig.





9
 *Table
            of Contents*







On
      September 1, 2006, the Charterer and North Sea each filed motions for complete
      summary judgment. Oral argument on the motions occurred on November 7, 2006.
      On
      January 24, 2007, the Texas State Court issued a preliminary order granting
      all
      of North Sea’s summary judgment motions and denying all of the Charterer’s
      summary judgment motions. In addition, the Court ordered the Charterer to pay
      North Sea the approximately $60 million plus interest thereon that North Sea
      claimed as its damages. On March 7, 2007, the Texas State Court issued its
      final
      judgment and an order of severance and consolidation with respect to the
      parties’ summary judgment motions. In its final judgment, the Texas State Court
      (i) granted all of North Sea’s summary judgment motions that support the Court’s
      related order for the Charterer to pay North Sea the approximately $60 million
      plus interest thereon that North Sea claimed as its damages, as well as $500,000
      in attorneys’ fees, (ii) denied all of North Sea’s other summary judgment
      motions, except for those that were severed pursuant to the order of severance
      and consolidation, and (iii) denied all of the Charterer’s summary judgment
      motions. On April 3, 2007 the Charterer filed a motion for a new trial with
      the
      Texas State Court.




months,
      possibly even years, during such time the Partnership expects to incur
      additional expenses and legal fees. If the Texas State Court’s decision is
      reversed on appeal, the matter will be remanded to the Texas State Court and
      could proceed to trial, which would further delay a resolution of the dispute.
      A
      trial will require the Partnership and the other North Sea partners to devote
      significant resources, including substantial time and money, to the pursuit
      of
      North Sea’s claims. There is no certainty that a trial will result in a
      favorable verdict. If the Charterer prevails on appeal, it is anticipated that
      such a verdict would have a material adverse effect on the cash available for
      distribution to the Partnership’s partners.


For
      the
      period ended March 31, 2006, North Sea recorded net income of approximately
      $959,645. Under
      the
      terms of the charter, the Charterer was required to timely make its next
      scheduled semi-annual rental payment after an Event of Loss. The Charterer
      made
      this final payment on or about March 15, 2006.





For
      the
      period ended March 31, 2007, North Sea recorded a net loss of approximately
      $17,700 due
      primarily to paying expenses while receiving no income during this period.
      North
      Sea has recorded an insurance receivable of $2,435,736. The
      insurance receivable does not represent the full amount of insurance proceeds
      that North Sea expects to receive and neither amount represents the final amount
      of the Stipulated Loss Value of the rig as determined according to the terms
      of
      the charter.





On
      October 22, 2006, we advanced approximately $319,000 to North Sea under the
      terms of a promissory note. The note accrues interest at 6.0% per year and
      is to
      be repaid within one year of the advance. At March 31, 2007, North Sea owes
      us
      approximately $327,000, including accrued interest of approximately $8,000.





***Lease
      and Other Significant Transactions***





*Aircraft
      Rotables*





We
      sold
      all of our rotables for Boeing 737 and Airbus A310 aircraft that were being
      held
      off-lease. Aircraft rotables are replacement spare parts that are held in
      inventory by an airline. These rotables were formerly on lease to Sabena
      Technics. For the three months ended March 31, 2007, we recognized a gain of
      approximately $5,000 as a result of this sale.





**New
      Accounting Pronouncements**





Our
      General Partner does not believe that any recently issued, but not yet
      effective, accounting pronouncements, if currently adopted, would have a
      material effect on the accompanying condensed consolidated financial
      statements.







10
 *Table
            of Contents*





**Results
      of Operations for the Three Months Ended March 31, 2007 (the “2007 Quarter”) and
      2006 (the “2006 Quarter”)**





We
      began
      our disposition period on November 10, 2002. Our goal was to complete the
      disposition period within three years, but it has taken longer to do so. During
      the disposition period, we have been selling our assets in the ordinary course
      of business. As we have been selling our assets, both rental income and finance
      income have decreased over time as have expenses related to our assets, such
      as
      depreciation expense. Additionally, interest expense has decreased as we reached
      the expiration of leases that were financed and the debt was repaid to the
      lender. As leased equipment was sold, we have experienced both gains and
      losses on these sales.





Revenue
      for the 2007 Quarter and the 2006 Quarter are summarized as
      follows:





Three
                Months Ended March 31,2007
            
            2006
            
            ChangeTotal
                revenue
            
            $
            2,742
            
            $
            566,371
            
            $
            (563,629
            )Rental
                income
            
            
            -
            
            
            150,000
            
            
            (150,000
            )Equity
                (loss) income from investments in joint ventures and limited
                partnership
            
            
            (7,663
            )
            
            423,011
            
            
            (430,674
            )Net
                gain (loss) on sale of equipment
            
            
            4,882
            
            
            (17,634
            )
            
            22,516Interest
                and other income
            
            
            5,523
            
            
            10,994
            
            
            (5,471
            )




Total
      revenue for the 2007 Quarter decreased $563,629 or 99.5%, compared to the 2006
      Quarter. This decrease was primarily attributable to the liquidation of our
      previously leased assets that expired during 2006. We do not have any remaining
      assets under lease. As a result, the rental income and the income from
      investments in joint ventures have been either eliminated or drastically
      reduced.





Expenses
      for the 2007 Quarter and the 2006 Quarter are summarized as
      follows:





Three
                Months Ended March 31,2007
            
            2006
            
            ChangeTotal
                expenses
            
            $
            134,301
            
            $
            423,155
            
            $
            (288,854
            )Depreciation
                and amortization
            
            
            -
            
            
            165,616
            
            
            (165,616
            )Interest
            
            
            -
            
            
            58,732
            
            
            (58,732
            )Remarketing
                expenses
            
            
            -
            
            
            62,125
            
            
            (62,125
            )General
                and administrative
            
            
            134,301
            
            
            136,682
            
            
            (2,381
            )





Total
      expenses for the 2007 Quarter decreased $288,854 or 68.3%, compared to the
      2006
      Quarter. This decrease was primarily attributable to the liquidation of our
      previously leased assets that expired during 2006. We do not have any remaining
      assets under lease. As a result, the depreciation, amortization, interest and
      remarketing expenses have all been eliminated.





*Net
      Income*





As
      a
      result of the foregoing factors, the net loss for the 2007 Quarter was $131,559,
      as compared to net income for the 2006 Quarter of $143,216.  The net loss
      per weighted average number of limited partnership units outstanding for the
      2007 Quarter was $0.13 as compared to the net income per weighted average number
      of limited partnership units outstanding for the 2006 Quarter of
      $0.14.







11
 *Table
            of Contents*





**Liquidity
      and Capital Resources**





*Sources
      and Uses of Cash*





At
      March
      31, 2007 and 2006, we had cash and cash equivalents of $24,020 and $82,707,
      respectively. Our main use of cash during the 2006 Quarter was the funding
      of
      restricted cash necessary to maintain an aircraft that was on lease to World
      Airways which was sold on August 9, 2006. During the 2007 Period, there are
      no
      such restrictions on cash remaining. Likewise, cash used for operating purposes
      during the 2006 Quarter was also geared toward the same aircraft, which required
      a maintenance reserve to pay for the maintenance on the aircraft. As a result,
      the net decrease in cash flows for the 2006 Quarter and the 2007 Quarter are
      similar. We anticipate that our use of cash going forward will generally be
      used
      for administrative expenses.





Our
      cash
      flow from operating activities may become less than our current level of
      expenses. If we have insufficient cash flow to pay our limited operating
      expenses, we may be required to borrow funds from our General Partner to cover
      those expenses.





*Financings
      and Borrowings*





At
      March
      31, 2007 there was no debt outstanding.





Based
      upon our current level of operations, our General Partner believes that the
      cash
      we have currently available and cash distributions are sufficient to meet our
      short-term liquidity needs and complete our disposition period.





**Contractual
      Obligations and Commitments and Off Balance Sheet
      Transactions**





Our
      other
      contractual obligations and commitments have not changed materially from the
      amounts disclosed in our Annual Report on Form 10-K for the year ended December
      31, 2006. We do not have any off balance sheet transactions.





**Item
      3. Quantitative and Qualitative Disclosures About Market Risk**





We
      are
      not exposed to certain market risks, including changes in interest rates and
      the
      demand for equipment (and the related residuals) or other market risks,
      including foreign currency exchange rate risk, commodity risk and equity price
      risk, as the only remaining item within the fund is the rights to our portion
      of
      the insurance settlement on the North Sea rig. There were no material changes
      to
      the disclosure related to these items since the filing of our Annual Report
      on
      Form 10-K for the year ended December 31, 2006.







12
 *Table
            of Contents*





**Item
      4.****Controls
      and Procedures**





*Evaluation
      of disclosure controls and procedures*





In
      connection with the preparation of this Quarterly Report on Form 10-Q for the
      period ended March 31, 2007, as well as the financial statements and Quarterly
      Reports on Form 10-Q for the period ended March 31, 2007 for our affiliates,
      our
      General Partner carried out an evaluation, under the supervision and with the
      participation of the management of our General Partner, including its Chief
      Executive Officer and the Principal Financial and Accounting Officer, of the
      effectiveness of the design and operation of our General Partner’s disclosure
      controls and procedures as of the end of the period covered by this report
      pursuant to the Securities Exchange Act of 1934. Based on the foregoing
      evaluation, except as noted below, the Chief Executive Officer and the Principal
      Financial and Accounting Officer concluded that our General Partner’s disclosure
      controls and procedures were effective.





While
      evaluating our General Partner’s disclosure controls and procedures, our General
      Partner recognized that greater internal controls were needed to aid in a more
      efficient closing of our financial statements, thereby requiring our General
      Partner to hire additional skilled accounting staff to support the senior vice
      president of accounting hired by our General Partner at the end of the third
      quarter of 2004.  In addition, our General Partner hired two additional
      accounting staff members during 2005 who are certified public accountants and
      are experienced with public reporting entities. Subsequently in 2006, our
      General Partner hired an additional accounting staff member who is a certified
      public accountant and is experienced with public reporting entities. Subsequently,
      in 2007 our General Partner hired (i) two additional senior accountants with
      more than 16 and 8 years, respectively, of experience with public reporting
      entities, the most senior of those accountants having assumed the
      responsibilities of the senior vice president of accounting and (ii) two
      additional accountants that are experienced with public reporting entities. Our
      General Partner will continue to evaluate its disclosure controls and procedures
      to determine their effectiveness and adequacy and will take the steps necessary,
      in our General Partner’s opinion, to ensure the adequacy of our General
      Partner’s disclosure controls and procedures.





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





Our
      General Partner’s Chief Executive Officer and Principal Financial and Accounting
      Officer have determined that no weakness in disclosure controls and procedures
      had any material effect on the accuracy and completeness of our financial
      reporting and disclosure included in this report.







13
 *Table
            of Contents*





**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings**





None.





**Item
      1A. Risk Factors**





There
      have been no material changes from the risk factors disclosed in “Item 1A. Risk
      Factors” of our Annual Report on Form 10-K for the year ended December 31, 2006.





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





Our
      General Partner consented to us redeeming 30 limited partnership units during
      the 2007 Quarter. The redemption amounts are calculated according to a 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 limited partnership units which can be redeemed
      in any one year and redeemed limited partnership units may not be reissued.
      The
      following table details our limited partnership unit redemptions:





Total
                Number of
            
            Price
                Paid PerLimited
                Partnership
            
            Limited
                PartnershipUnits
                Redeemed
            
            UnitJanuary
                1, 2007 through January 31, 2007
            
            
            -
            
            $
            -February
                1, 2007 through February 28, 2007
            
            
            30
            
            $
            17.43March
                1, 2007 through March 31, 2007
            
            
            -
            
            $
            -








**Item
      3. Defaults Upon Senior Securities**





Not
      applicable.





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





No
      matters were submitted to a vote of security holders during the 2007 Quarter.





**Item
      5. Other Information**





Not
      applicable.





**Item
      6. Exhibits**





31.1  Rule
      13a-14(a)/15d-14(a) certifications.





31.2  Rule
      13a-14(a)/15d-14(a) certifications.









Certification
      pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.







14
 *Table
            of Contents*





**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. Seven (Registrant) By its General Partner, ICON Capital
      Corp.








*Date:
      May 15, 2007*





*/s/
      Thomas W. Martin*


Thomas
      W.
      Martin


Chairman,
      Chief Executive Officer and President of the General Partner


(Principal
      Executive Officer)


ICON
      Capital Corp.


General
      Partner of ICON Cash Flow Partners L.P. Seven











*/s/
      Michael A.Reisner*


Michael
      A. Reisner


Director,
      Executive Vice President and Chief Financial Officer


(Principal
      Financial and Accounting Officer)


ICON
      Capital Corp.


General
      Partner of ICON Cash Flow Partners L.P. Seven






15