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                September 30, 2004
                              --------------------------------------------------

     [ ]  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                33-94458
                      ----------------------------------------------------------

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


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


  100 Fifth Avenue, 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 an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). [ ] Yes [x] No

<PAGE>

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                           Consolidated Balance Sheets


<TABLE>
<CAPTION>



                                                              (Unaudited)
                                                              September 30,        December 31,
                                                                   2004                2003
                                                                   ----                -----
         Assets

<S>                                                          <C>                 <C>
Cash and cash equivalents                                    $        372,222    $       301,256
                                                             ----------------    ---------------

Investments in finance leases:
   Minimum rents receivable                                         1,142,645            904,811
   Estimated unguaranteed residual values                              70,902          1,188,402
   Initial direct costs, net                                            -                  1,299
   Unearned income                                                    (8,819)           (55,036)
   Allowance for doubtful accounts                                      -              (239,516)
                                                             -----------------   --------------

     Net investment in finance leases                               1,204,728          1,799,960
                                                             -----------------   ---------------

Investments in operating leases:
   Equipment at cost                                                2,565,000          6,352,370
   Accumulated depreciation                                          (694,427)        (1,614,224)
                                                             ----------------    ---------------

     Net investment in operating leases                             1,870,573          4,738,146
                                                             ----------------    ---------------

Equipment held for sale or lease, net                               3,949,841         15,569,831
Net investment in leveraged lease                                        -            19,631,879
Investment in estimated unguaranteed residual values                4,686,758          4,686,758
Investments in joint ventures                                       3,754,841          4,000,169
Due from affiliates                                                   150,000            369,071
Other assets, net                                                     545,905            966,486
                                                             ----------------    ---------------

Total assets                                                 $     16,534,868    $    52,063,556
                                                             ================    ===============


</TABLE>





                                                        (continued on next page)
<PAGE>

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                     Consolidated Balance Sheets - Continued


<TABLE>
<CAPTION>


                                                          (Unaudited)
                                                          September 30,   December 31,
                                                               2004           2003
                                                               ----           ----
         Liabilities and Partners' Equity

<S>                                                      <C>             <C>
Notes payable - non-recourse                             $      -        $ 22,129,648
Notes and accrued interest payable - recourse               9,049,001      14,027,055
Due to General Partner and affiliates, net                  1,747,875          51,522
Security deposits, deferred credits and other payables        278,848         429,127
Minority interest                                              18,704          22,871
                                                         ------------    ------------

      Total liabilities                                    11,094,428      36,660,223
                                                         ------------    ------------

Commitments and Contingencies

Partners' equity (deficiency):
   General Partner                                          (794,502)       (694,873)
   Limited Partners (987,548 units outstanding,
     $100 per unit original issue price)                    6,234,942      16,098,206
                                                         ------------    ------------

     Total partners' equity                                 5,440,440      15,403,333
                                                         ------------    ------------

Total liabilities and partners' equity                   $ 16,534,868    $ 52,063,556
                                                         ============    ============

</TABLE>









See accompanying notes to consolidated financial statements.
<PAGE>

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>


                                                         For the Three Months            For the Nine Months
                                                          Ended September 30,            Ended September 30,
                                                         2004           2003           2004            2003
                                                         ----           ----           ----            ----

<S>                                                  <C>             <C>            <C>            <C>
Revenues:
Finance income                                       $       2,897   $       5,308  $      10,582  $      43,516
Rental income                                              113,555         258,390        323,380      1,145,650
Net income from leveraged leases                               -           458,307      1,078,481      1,484,025
Income from investments in joint ventures                  398,393         296,939        931,283        931,513
Interest income and other                                    5,157              20         37,927          2,610
                                                     -------------   -------------  -------------   ------------

   Total revenues                                          520,002       1,018,964      2,381,653      3,607,314
                                                     -------------   -------------  -------------   ------------

Expenses:
   Provision for impairment loss                         1,580,839       4,100,000      6,280,839      4,800,000
   Depreciation                                            508,960       1,518,259      2,536,179      4,277,007
   Loss (gain) on disposal of assets                       931,628          11,000      1,604,750       (119,779)
   Interest                                                160,164         622,365        964,838      2,136,124
   General and administrative                               58,914         392,849        460,949      1,258,207
   Management fees - General Partner                           -           103,716        387,287        583,008
   Administrative expense reimbursements -
    General Partner                                            -            42,563        154,958        237,040
    Reversal of provision for bad debts                    (21,979)             -        (134,391)          -
    Amortization of initial direct costs                    28,282          21,701         91,050         120,029
    Minority interest                                         (570)          2,162         (1,913)         3,345
                                                     --------------  -------------  -------------  -------------

   Total expenses                                        3,246,238       6,814,615     12,344,546     13,294,981
                                                     --------------  -------------  -------------  -------------

Net loss                                             $  (2,726,236)  $  (5,795,651) $  (9,962,893) $  (9,687,667)
                                                     =============    ============  =============  =============

Net loss allocable to:
   Limited Partners                                  $  (2,698,974)  $  (5,737,694) $  (9,863,264) $  (9,590,790)
   General Partner                                         (27,262)        (57,957)       (99,629)       (96,877)
                                                     --------------  -------------  -------------  -------------

                                                     $  (2,726,236)  $  (5,795,651) $  (9,962,893) $  (9,687,667)
                                                     ==============  ============== ============== =============

Weighted average number of limited
   partnership units outstanding                           987,548         987,548        987,548        987,548
                                                     =============   =============  =============  ============

Net loss per weighted average
   limited partnership unit                          $       (2.73)  $       (5.81) $       (9.99) $      (9.71)
                                                     ==============  =============  =============  =============

</TABLE>



See accompanying notes to consolidated financial statements.
<PAGE>

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

              Consolidated Statement of Changes in Partners' Equity

                  For the Nine Months Ended September 30, 2004
                                   (Unaudited)



                               Limited          General
                              Partners          Partner          Total
                              --------          -------          ----

Balance at
   January 1, 2004       $       16,098,206    $  (694,873)    $15,403,333

Net loss                        (9,863,264)        (99,629)     (9,962,893)
                         -----------------     ------------    -----------

Balance at
   September 30, 2004    $        6,234,942    $  (794,502)    $ 5,440,440
                         ==================    ============    ===========









See accompanying notes to consolidated financial statements.
<PAGE>

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Cash Flows

                     For the Nine Months Ended September 30,
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                          2004                2003
                                                                          ----                ----

<S>                                                                 <C>                 <C>
Cash flows from operating activities:
   Net loss                                                         $    (9,962,893)    $   (9,687,667)
                                                                    ---------------     --------------
   Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
       Rental income paid directly to lenders by lessees                      -               (674,894)
       Reversal of provision for doubtful accounts                         (134,391)              -
       Interest expense on non-recourse financing paid
         directly to lenders by lessees                                     391,890          1,325,332
       Loss (gain) on disposal of assets                                  1,604,750           (119,779)
       Amortization of initial direct costs                                  91,050            120,029
       Provision for impairment loss                                      6,280,839          4,800,000
       Depreciation expense                                               2,536,179          4,277,007
       Net income from leveraged leases                                  (1,078,481)        (1,484,025)
       Income from investments in joint ventures                           (931,283)          (931,513)
       Minority interest                                                     (1,913)             3,345
       Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables                 867,359          1,645,675
         Other assets                                                       420,585            316,805
         Security deposits, deferred credits and other payables             (20,633)           317,749
         Due to/from General Partner and affiliates, net                       -              (329,424)
                                                                    ---------------     --------------

   Total adjustments                                                     10,025,951          9,266,307
                                                                    ---------------     --------------

Net cash provided by (used in) operating activities                          63,058           (421,360)
                                                                    ---------------     --------------

Cash flows from investing activities:
   Proceeds from sales of equipment                                       1,548,754            887,662
   Distributions received from joint ventures                               956,057            325,557
                                                                    ---------------     --------------

Net cash provided by investing activities                                 2,504,811          1,213,219
                                                                    ---------------     --------------

Cash flows from financing activities:
   Cash distributions to partners                                                -          (1,662,543)
   Proceeds from notes payable - recourse                                        -             690,000
   Principal payments on notes payable - recourse                        (4,477,654)          (453,901)
   Loans and advances from affiliates                                     1,980,751               -
                                                                    ---------------     --------------

Net cash used in financing activities                                    (2,496,903)        (1,426,444)
                                                                    ---------------     --------------

Net increase (decrease) in cash and cash equivalents                         70,966           (634,585)
Cash and cash equivalents at beginning of period                            301,256          1,257,947
                                                                    ---------------     --------------

Cash and cash equivalents at end of period                          $       372,222     $      623,362
                                                                    ===============     ==============

</TABLE>


                                                        (continued on next page)
<PAGE>

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                Consolidated Statements of Cash Flows - Continued
                                   (Unaudited)


Supplemental Disclosure of Cash Flow Information

     For the nine months ended September 30, 2004 and 2003,  non-cash activities
included the following:


<TABLE>
<CAPTION>


                                                                             2004                2003
                                                                             ----                ----
<S>                                                                  <C>                 <C>
Principal and interest from finance lease
    paid directly to lenders by lessees                              $      5,674,044    $     4,255,945
Rental income from operating leases paid
   directly to lenders by lessees                                               -                674,894
                                                                     ----------------    ---------------
Principal and interest on non-recourse
   financing paid directly to lenders by lessees                           (5,674,044)        (4,930,839)
                                                                     ================    ==============

                                                                     $         -         $         -
                                                                     ================    ==============

Notes payable - non-recourse relinquished with sale of equipment     $     16,847,494    $         -
                                                                     ================    =============

Transfer of investment in operating leases, net of accumulated
   depreciation, to equipment held for sale or lease                 $      5,530,831    $    3,444,412
                                                                     ================    ==============


Interest accrued or paid directly to lenders by lessees
   on non-recourse financings                                        $        391,890    $    1,325,332
Other interest paid                                                           572,948           810,792
                                                                     ----------------    --------------

Total interest expense                                               $        964,838    $    2,136,124
                                                                     ================    =============


</TABLE>





See accompanying notes to consolidated financial statements.
<PAGE>

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

                   Notes to Consolidated Financial Statements

                               September 30, 2004
                                   (Unaudited)

1.   Basis of Presentation

     The  accompanying  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 for
interim  financial  information and pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC") for Form 10-Q. Accordingly,  they
do not include  all of the  information  and  footnotes  required by  accounting
principles  generally  accepted  in the United  States of America  for  complete
financial statements. In the opinion of management,  all adjustments (consisting
only of normal recurring accruals)  considered necessary for a fair presentation
have been included.  These consolidated  financial  statements should be read in
conjunction with the consolidated financial statements and notes included in the
Partnership's  2003  Annual  Report on Form 10-K.  The  results  for the interim
period are not necessarily indicative of the results for the full year.

     The accompanying  consolidated financial statements include the accounts of
the Partnership and its ownership interest in ICON Cash Flow Partners L.L.C. III
at September 30, 2004 and for the nine months ended September 30, 2004 and 2003.
All material  intercompany  balances and  transactions  have been  eliminated in
consolidation.

2.   Organization

     The  Partnership is an equipment  leasing  business formed on May 23, 1995.
The  Partnership  is primarily  engaged in the  business of acquiring  equipment
subject to leases.

     The  Partnership's  reinvestment  period  ended on November 9, 2002 and the
disposition  period began on November 10, 2002.  During the disposition  period,
the  Partnership  has and will  continue  to utilize  available  cash to pay its
liabilities;   distribute   substantially  all  remaining  cash,  if  any,  from
operations  and  equipment  sales to the  partners;  and  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.

     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 the partnership agreement.

     Certain  reclassifications have been made to the accompanying  consolidated
financial  statements for the three and nine months ended  September 30, 2003 to
conform to the current period presentation.

3.   Joint Ventures

     The Partnership and its affiliates  formed eight joint ventures,  discussed
below, for the purpose of acquiring and managing various assets. The Partnership
and these  affiliates have  substantially  identical  investment  objectives and
participate  on the same terms and  conditions.  The  Partnership  and the other
joint  venturers have a right of first refusal to purchase the  equipment,  on a
pro-rata  basis,  if any of the  other  joint  venturers  desire  to sell  their
interests in the equipment or joint venture.

<PAGE>

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

                               September 30, 2004
                                   (Unaudited)

3.   Joint Ventures (continued)

     The joint venture  described  below is majority  owned and is  consolidated
with the Partnership.

ICON Cash Flow Partners L.L.C. III

     The Partnership and an affiliate,  ICON Cash Flow Partners,  L.P., Series E
("Series E") formed,  ICON Cash Flow Partners  L.L.C.  III,  ("LLC III") for the
purpose  of  acquiring  and  managing a 1976  McDonnell  Douglas  DC-10-30  (the
"Aircraft").  The Aircraft is leased to World  Airways,  Inc. The lease was on a
"power-by-the-hour"  basis until December 2004. Effective September 1, 2004, the
lease has been modified to a fixed rental of $50,000 per month plus  maintenance
reserves and the term has been extended through June 2005.  Aviation  Investors,
Inc.  ("Aviation"),  an  unrelated  third  party,  who was a party to LLC  III's
acquisition  of the  Aircraft.  Aviation  has a 50%  interest  in  the  Aircraft
currently  on lease to World  Airways and  accordingly  LLC III and Aviation are
each entitled to $25,000 of the monthly  rental  payments.  As stipulated in the
agreement  between  Aviation and LLC III, LLC III is entitled to retain 100% the
monthly  maintenance  reserve of $5,000  which will be  applied  against  future
maintenance costs of the Aircraft.  The Partnership and Series E contributed 99%
and 1% of the cash required for such acquisition, respectively. LLC III acquired
the Aircraft,  assuming non-recourse debt and utilizing  contributions  received
from  the  Partnership  and  Series  E.  LLC  III has  since  fully  repaid  the
non-recourse debt secured by the Aircraft.

     The seven  joint  ventures  described  below  are 50% or less  owned by the
Partnership  and  are  accounted  for  under  the  equity  method,  whereby  the
Partnership's  original  investment  was recorded at cost and is adjusted by its
share of earnings, losses and distributions of the joint ventures.

ICON Receivables 1997-A L.L.C.

     The Partnership and three affiliates, ICON Cash Flow Partners, L.P., Series
D ("Series  D"),  Series E and ICON Cash Flow  Partners  L.P. Six ("L.P.  Six"),
contributed and assigned equipment leases,  finance receivables and residuals to
ICON  Receivables  1997-A LLC ("1997-A") for the purpose of  securitizing  their
cash flow collections. At September 30, 2004, the Partnership,  Series D, Series
E  and  L.P.  Six  own  interests  of  19.97%,   17.81%,   31.19%,  and  31.03%,
respectively, in 1997-A.

     At September 30, 2004, 1997-A's operations have been liquidated as the note
holders have been fully repaid for their  investment in 1997-A and the remaining
receivables  relating  to the  securitizations  totaling  $345,152,  due from an
affiliate of the General Partner relating to lease receivables, were written-off
as  uncollectible.  The  remaining  cash is being  reserved to pay for potential
property tax; sales tax and other liabilities, if any.

     Information  as to the  unaudited  results of  operations of 1997-A for the
nine months ended September 30, 2004 and 2003 are summarized below:


                                       Nine Months Ended      Nine Months Ended
                                       September 30, 2004     September 30, 2003
                                       ------------------     ------------------

Net loss                               $         (158,852)     $      (50,673)
                                       ==================      ==============
Partnership's share of net loss        $          (31,715)     $      (10,117)
                                       ==================      ==============

<PAGE>

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

                               September 30, 2004
                                   (Unaudited)

3.   Joint Ventures (continued)

ICON Receivables 1997-B L.L.C.

     The  Partnership  and two  affiliates,  Series E and L.P. Six,  formed ICON
Receivables 1997-B L.L.C.  ("1997-B") for the purpose of securitizing their cash
flow collections. The Partnership,  Series E and L.P. Six each contributed cash,
equipment  leases and  residuals  to 1997-B  and own a 16.67%,  75.00% and 8.33%
interest,  respectively,  in 1997-B.  Due to the cumulative losses recognized by
1997-B the  Partnership's  share of the  cumulative  losses exceeds the carrying
value of its  investment  in 1997-B.  As a result,  the  Partnership  has ceased
application  of the equity method of accounting and has not recognized its share
of 1997-B's  losses in excess of its carrying  value.  Resumption  of the equity
method of accounting will begin only after the  Partnership's  share of 1997-B's
subsequent  profits  equals the  Partnership's  share of losses  not  recognized
because of suspension of the equity method of accounting.

     Information  as to the  unaudited  results of  operations of 1997-B for the
nine months ended September 30, 2004 and 2003 is summarized below:

                                          Nine Months Ended   Nine Months Ended
                                          September 30, 2004  September 30, 2003
                                          ------------------  ------------------

Net income (loss)                           $     (161,788)   $       (199,459)
                                            ==============    ================
Partnership's share of net income (loss)    $       21,913    $        (33,250)
                                            ==============    ================
Distributions                               $      206,128    $       -
                                            ==============    ================
Partnership's share of distributions        $       34,362    $       -
                                            ==============    ================

ICON/Boardman Facility LLC

     The Partnership  and two affiliates,  L.P. Six and ICON Income Fund Eight A
L.P.  ("Fund Eight A"),  formed  ICON/Boardman  Facility LLC ("ICON BF") for the
purpose of acquiring a coal  handling  facility on lease with  Portland  General
Electric  ("PGE"),  a  utility  company.   Prior  to  September  24,  2004,  the
Partnership,  L.P. Six and Fund Eight A owned  interests  of .5025%,  .5025% and
98.995%,  respectively, in ICON BF. Effective September 24, 2004 the Partnership
assigned its entire .5025% interest in ICON BF to Fund Eight A for $65,325. This
amount was determined to be the fair value of the Partnership's interest in ICON
BF based upon the expected proceeds from the sale of the coal handling facility.
When the coal handling  facility is ultimately  sold, and the actual gain on the
sale determined,  the Partnership may be required to repay a portion of the cash
received  or  receive  additional  cash  so  the  actual  gain  realized  by the
Partnership is representative of its previous ownership interest of .5025%

     As part of the  Comerica  Bank  Loan  and  Security  Agreement,  there is a
Contribution  Agreement between the Partnership,  Fund Eight A, ICON Income Fund
Eight B L.P. ("Fund Eight B") and ICON Income Fund Nine, LLC ("Fund Nine") (each
a "Borrower" and collectively, "the Borrowers") which allows a Borrower to repay
another Borrowers  obligation to Comerica Bank as long as the repaid amounts are
promptly reimbursed to the paying Borrower.  The Partnership assigned its entire
..5025% ownership interest in ICON BF to partially satisfy its obligation to Fund
Eight A under the Contribution Agreement.

     ICON BF is currently in negotiations  with PGE for the purchase of the coal
handling  facility  from ICON BF. The sale is  expected to be  completed  during
November 2004 with PGE acquiring ownership of the coal handling facility.

<PAGE>

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

                               September 30, 2004
                                   (Unaudited)

3.   Joint Ventures (continued)

     Information  as to the  unaudited  results of operations of ICON BF for the
nine months ended September 30, 2004 and 2003 is summarized below:


                                      Nine Months Ended    Nine Months Ended
                                      September 30, 2004   September 30, 2003
                                      ------------------   ------------------

Net income                             $     1,155,025     $        1,074,363
                                       ===============     ==================
Partnership's share of net income      $         5,804     $            5,398
                                       ===============     ==================
Distributions                          $     7,245,027     $      -
                                       ===============     ==================
Partnership's share of distributions   $        36,406     $      -
                                       ===============     ==================

ICON/AIC Trust
--------------

     The  Partnership  and two  affiliates,  L.P.  Six and Fund  Eight A formed,
ICON/AIC  Trust ("AIC Trust") for the purpose of owning and managing a portfolio
of leases in England. The Partnership, L.P. Six and Fund Eight A owned interests
of 30.76%, 25.51% and 43.73% interest, respectively, in AIC Trust.

     On December 28, 2001, AIC Trust sold its remaining  leases,  subject to the
related debt, in exchange for a note receivable of (Pound)2,575,000  ($3,744,822
converted  at the  exchange  rate at December 31, 2001) which was payable in six
installments  through June 2004. In July 2004, the final installment on the note
was collected and distributed. On September 30, 2004, AIC Trust was dissolved

     Information as to the unaudited  results of operations of AIC Trust for the
nine months ended September 30, 2004 and 2003 is summarized below:

                                        Nine Months Ended   Nine Months Ended
                                       September 30, 2004   September 30, 2003
                                       ------------------   -----------------

Net income                             $        7,700        $         32,151
                                       ==============        ================
Partnership's share of net income      $        2,369        $          9,890
                                       ==============        ================
Distributions                          $    1,378,141        $      1,396,948
                                       ==============        ================
Partnership's share of distribution    $      423,916        $        429,701
                                       ==============        ================

ICON Cheyenne LLC
-----------------

     The Partnership and three affiliates, L.P. Six, Fund Eight A and Fund Eight
B formed,  ICON Cheyenne LLC ("ICON Cheyenne"),  entities managed by the General
Partner,  for the purpose of acquiring and managing a portfolio of leases. Prior
to September 30, 2004 the  Partnership,  L.P. Six, Fund Eight A and Fund Eight B
had ownership interests of 10.31%, 1.0%, 1.0% and 87.69%, respectively,  in ICON
Cheyenne.  In  connection  with  the  terms  of the  Contribution  Agreement  as
discussed in Note 4, effective  September 30, 2004, the  Partnership  assigned a
9.04% interest in ICON Cheyenne (while retaining a 1.27% interest) to Fund Eight
B for  $204,384.  This amount was  determined  to  represent  the  Partnership's
proportionate  fair  value,  which  equals the book  value of the  Partnership's
interest in ICON Cheyenne at September 30, 2004.  The fair value was  determined
using   discounted  cash  flow   projections  for  ICON  Cheyenne's   portfolio.
Accordingly, no gain or loss was recognized from this transaction.

<PAGE>

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

                               September 30, 2004
                                   (Unaudited)

3.   Joint Ventures (continued)

     The outstanding  balance of the non-recourse  debt secured by these assets,
at September 30, 2004, was $570,172.  The leases expire on various dates through
September 2006.

     Information as to the unaudited  results of operations of ICON Cheyenne for
the nine months ended September 30, 2004 and 2003 is summarized below:


                                     Nine Months Ended       Nine Months Ended
                                     September 30, 2004      September 30, 2003
                                     ------------------      ------------------

Net loss                              $       (582,147)      $      (12,994)
                                      ================       ==============
Partnership's share of net loss       $        (60,019)      $       (1,340)
                                      ================       ===============
Distributions                         $      4,475,001       $      741,759
                                      ================       ==============
Partnership's share of distribution   $        461,373       $       76,475
                                      ================       ==============

ICON Aircraft 24846, LLC

     The Partnership and two affiliates,  Fund Eight A and Fund Eight B, formed,
ICON Aircraft 24846 LLC ("ICON Aircraft  24846") for the purpose of acquiring an
investment  in a Boeing  767-300ER  aircraft  on lease to  Scandinavian  Airline
Systems. The Partnership,  Fund Eight A and Fund Eight B had ownership interests
of 2.0%, 2.0% and 96.0%, respectively in ICON Aircraft 24846.

     The aircraft was sold on July 29, 2004 and ICON Aircraft  24846  realized a
loss on the sale of approximately  $601,800.  The General Partner had determined
that it was in the best interest of ICON Aircraft  24846 and its members to sell
the Boeing 767-300ER  aircraft to BTM Capital Corp.,  the lender,  for an amount
equal to the  outstanding  debt  balance.  The decision to sell the aircraft was
based, in part, on the following factors: (i) the aircraft's current fair market
value was estimated to be between $24,000,000 and $27,000,000 and the balance of
the outstanding debt was $34,500,000;  (ii) any new lease for the aircraft would
have required the Partnership to contribute an additional $850,000 in equity (at
minimum) in order to reconfigure  the aircraft  and/or upgrade the engines;  and
(iii) if the Partnership  were to continue to remarket the aircraft,  the lender
would have required  interest only payments of approximately  $100,000 per month
until the aircraft was re-leased.

     Information  as to the  unaudited  results of  operations  of ICON Aircraft
24846 for the nine months ended September 30, 2004 and 2003 is summarized below:

                                         Nine Months Ended     Nine Months Ended
                                        September 30, 2004    September 30, 2003
                                        ------------------    -----------------

Net loss                                $      (2,515,576)     $     (2,499,071)
                                        =================      ================
Partnership's share of net loss         $         (50,312)     $        (49,981)
                                        =================      ================
Contributions                           $         577,021      $       -
                                        =================      ================
Partnership's share of contributions    $          11,540      $       -
                                        =================      ================

<PAGE>

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

                               September 30, 2004
                                   (Unaudited)

3.       Joint Ventures (continued)

North Sea (Connecticut) Limited Partnership

     The  Partnership  entered  into a joint  venture  agreement  with North Sea
(Connecticut)  Limited  Partnership ("North Sea"), in which the Partnership is a
50% Class C  limited  partner.  North  Sea  exercised  its  option to  acquire a
drilling rig and  simultaneously  leased the drilling rig to the  operator.  The
lease was then financed on a  non-recourse  basis with a bank,  and a portion of
the loan  proceeds  were used to pay for the  exercise of the  option;  with the
excess  loan  proceeds  of  $20,002,567   distributed  to  the  joint  venturers
($10,001,284 represented the Partnership's 50% share). The other parties to this
joint venture are not affiliates of the Partnership or its General Partner.

     The  Partnership  has guaranteed an amount equal to the difference  between
the  stipulated  loss value  provided for in the financing and the loan balance.
The maximum amount for which the Partnership is contingently liable at September
30, 2004 under this guarantee was approximately $58,000.

     Information as to the unaudited  results of operations of North Sea for the
nine months ended September 30, 2004 and 2003 is summarized below:

                                     Nine Months Ended     Nine Months Ended
                                     September 30, 2004    September 30, 2003
                                     ------------------    ------------------

Net income                           $       2,086,488     $        2,021,826
                                     =================     ==================
Partnership's share of net income    $       1,043,243     $        1,010,913
                                     =================     ==================

4.   Related Party Transactions

     At September  30, 2004,  the  Partnership  had a receivable of $150,000 due
from L.P. Six which relates to distributions received from AIC Trust.

     The  Partnership  also had a net payable of  $1,747,875  due to the General
Partner and affiliates at September 30, 2004. The  Partnership  owed the General
Partner $179,609 for management fees and administrative expense reimbursements.

     During  2004,  the  Partnership  paid  $864,862  to Series D relating  to a
leveraged lease transaction entered into during 1997. At September 30, 2004, the
remaining balance due to Series D is $388,763 which the Partnership  anticipates
paying in the  fourth  quarter of 2004  either  from  rental  income or from the
proceeds of equipment sales. Additionally, the Partnership is owed from Series D
$45,591, at September 30, 2004, for rental payments received on its behalf.

<PAGE>

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

                               September 30, 2004
                                   (Unaudited)

4.   Related Party Transactions (continued)

     As part of the  Comerica  Bank  Loan  and  Security  Agreement,  there is a
Contribution Agreement between the Partnership, Fund Eight A, Fund Eight B, Fund
Nine and Fund Ten (each a "Borrower" and collectively,  "the Borrowers").  Under
the Contribution Agreement each Borrower is jointly and severalty liable for all
amounts  outstanding  to Comerica  Bank.  The  Contribution  Agreement  allows a
Borrower to repay another  Borrowers  obligation to Comerica Bank as long as the
repaid amounts are promptly reimbursed to the paying Borrower.  At September 30,
2004, Fund Eight A, Fund Eight B and Fund Nine paid advances to Comerica Bank of
$175,000, $1,020,000 and $390,000, respectively, on behalf of the obligations of
the  Partnership.  The Partnership had amounts due from Fund Eight A of $155,522
which  primarily  resulted from the  Partnership's  share of  distributions  and
rental  payments  received  by Fund  Eight  A on the  Partnership's  behalf  and
$204,384 due from Fund Eight B relating to the Partnership's assignment of 9.04%
of its interest in ICON  Cheyenne.  These  amounts have been netted  against the
amounts due to affiliates in the accompanying  consolidated  balance sheets. The
Partnership is accruing  interest at 8.0% per annum on all unpaid advances.  The
Partnership  anticipates  repaying  these  advances  either from rental  income,
proceeds from equipment  sales and the sale of the  Partnership's  joint venture
interests or a combination of the three.

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its affiliates for the nine months ended September 30, 2004 and 2003,
respectively, were as follows:

                                 2004          2003
                                 ----          ----

Management fees           $    387,287    $    583,008    Charged to Operations
Administrative expense
  reimbursements               154,958         237,040    Charged to Operations
                          ------------    ------------

Total                     $    542,245    $   820,048
                          ============    ===========

     Effective July 1, 2004 the General Partner  voluntary  decided to waive its
right to management fees and administrative expense
reimbursements.

5.   Sale of Aircraft

     The  Partnership  had an  ownership  interest in a DC-10-30  aircraft  (the
"Aircraft")  subject to a leveraged lease with Federal Express Corporation which
expired on July 2, 2004. The Aircraft was subject to non-recourse debt which had
a balloon payment of  approximately  $9,600,000 due at lease end. As required by
the loan  agreement,  the  Partnership  entered into a residual value  insurance
agreement (the "Residual  Insurance  Agreement")  with an unrelated third party.
Under the  Residual  Insurance  Agreement,  the insurer was  required to pay the
insured  amount to the  lender  at the  expiration  of the lease if the  balloon
payment was not made by the Partnership.  The Partnership was unable to make the
required balloon payment when due nor was it able to successfully  refinance the
debt. As a result the insurer, pursuant to the terms of the insurance agreement,
notified  the  Partnership  of  its  intention  to pay  the  insured  amount  of
$10,200,000 at lease end, resulting in title of the Aircraft transferring to the
insurer  and  the  Partnership  losing  its  entire  ownership  interest  in the
Aircraft. As a result, the Partnership received proceeds of $520,293, net of the
$9,679,707 paid to the non-recourse lender at lease end.

<PAGE>

                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

                               September 30, 2004
                                   (Unaudited)

6.   Equipment Held for Sale or Lease

     The Partnership is the sole owner of three (3) marine vessels originally on
charter to  affiliates  of Seacor Smit,  Inc.  These  vessels are not subject to
outstanding  debt with a lender.  On September 20, 2004 and again on October 10,
2004, the  Partnership  entered into two separate  Memorandum of Agreements (the
"Agreements")  with Gulf Ocean Marine  Services,  Inc.,  an  unaffiliated  third
party,  for the sale of the  Gulf  Pearl  and  Gulf  Wind  supply  tug  vessels,
respectively.  The  sales  occurred  simultaneously  with the  execution  of the
Agreements.  The sale price for each  vessel was  $500,000  and the  Partnership
recognized a loss on each sale of $1,580,840.  The $1,580,840 loss on the vessel
sold on September  20, 2004,  is included in loss on lease  terminations  in the
accompanying  consolidated  statements of  operations  for the nine months ended
September  30, 2004 and  $1,580,840  loss on the vessel sold on October 10, 2004
has  been  recorded  as  impairment  charge  in  the  accompanying  consolidated
statements of operations for the nine months ended September 30, 2004.

7.   Investment in Estimated Unguaranteed Residual Values

     The Partnership  entered into an agreement in which it has an investment in
the  unguaranteed  residual  values of three Boeing 737-300  aircraft  valued at
$4,686,758.  Additionally,  the  Partnership  has a recourse  promissory note of
$5,571,009  related to this investment at September 30, 2004. If any, or all, of
the  aircraft are sold prior to the  maturity  date of the  recourse  promissory
note,  November 27, 2006,  then the Partnership may have all or a portion of the
outstanding balance of the recourse promissory note forgiven, depending upon the
total sales  proceeds.  If the aircraft are sold after the maturity  date of the
recourse  promissory  note,  then the  Partnership  would be entitled to receive
one-third of the net  proceeds in excess of the net book value of  aircraft,  as
defined by the agreement.  In addition,  the  Partnership is required to repay a
portion of the recourse  promissory note with 50% of the sales proceeds from any
of its assets which are not subject to senior secured debt.

8.   Line of Credit Agreement

     The Partnership,  along with certain of its affiliates;  Fund Eight A, Fund
Eight B, and ICON Income Fund Nine, LLC,  (collectively,  the "Initial  Funds"),
are parties to a Loan and Security Agreement dated May 30, 2002, as amended (the
"Loan Agreement") with Comerica Bank. Under the terms of the Loan Agreement, the
Initial  Funds may borrow money from  Comerica  Bank with all  borrowings  to be
jointly and severally  collateralized by (i) cash and (ii) the present values of
certain rents  receivable and equipment  owned by the Initial  Funds.  Such Loan
Agreement,  effective  August 5, 2004,  was amended to add ICON Income Fund Ten,
LLC as a borrower to the Loan Agreement. The expiration of the Loan Agreement is
December 31, 2004.

     The Partnership  entered into two  transactions;  (i) the assignment of its
entire  interest in ICON BF, and (ii) the assignment of 9.04% of its interest in
ICON Cheyenne to partially repay an affiliate  amounts that had been paid on the
Partnership's behalf, to Comerica Bank under the Contribution Agreement.

     At September 30, 2004, the Partnership had $3,297,992 outstanding under the
Loan  Agreement.  The aggregate  borrowing by all Funds under the Loan Agreement
was $9,417,992 at September 30, 2004. The Partnership  anticipates repaying this
debt either from cash from rental  income,  proceeds from the sale of equipment,
proceeds  from the sale of its joint venture  interests or a combination  of all
three.

<PAGE>
                       ICON Cash Flow Partners L.P. Seven
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

                               September 30, 2004
                                   (Unaudited)

9.   Contingencies

     In August 2004, Fleet Capital Corporation  ("Fleet") filed an action in New
York State Supreme Court, New York County,  seeking to recover monies it alleges
that the Partnership owes it under certain  Performance  Guaranties  against the
Partnership  entered into in connection with certain  non-recourse loans made by
Fleet  to  certain  entities  which  were   wholly-owned   subsidiaries  of  the
Partnership.  These  loans  were  made  in  connection  with  the  Partnership's
acquisition  of five (5) marine  vessels  formerly on charter to  affiliates  of
SEACOR Marine and SEACOR Offshore,  Inc. While the Partnership  believes Fleet's
action is without merit and is vigorously  defending such action, it has filed a
Counterclaim  against  Fleet  seeking to recover  damages as a result of Fleet's
breach  of its duty of good  faith and fair  dealing.  The  Partnership  has not
accrued any potential  loss from this action as the action is in the early stage
of discovery and it is not  currently  possible to determine a range or possible
range of  potential  loss,  if any,  that may  result  from the  outcome of this
action.

<PAGE>

Item 2. Manager's  Discussion and Analysis of Financial Condition and Results of
Operations

Forward-Looking  Information - The following  discussion and analysis  should be
read in conjunction with the audited financial  statements and notes included in
our annual  report on Form 10-K dated  December  31,  2003.  Certain  statements
within  this  document  may  constitute  forward-looking  statements  within the
meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.  These
statements are identified by words such as "anticipate,"  "believe," "estimate,"
"expects,"  "intend,"  "predict"  or  "project"  and similar  expressions.  This
information may involve risks and uncertainties  that could cause actual results
to differ materially from the  forward-looking  statements.  We believe that the
expectations   reflected  in  such  forward-looking   statements  are  based  on
reasonable  assumptions  such statements are subject to risks and  uncertainties
that could cause actual results to differ  materially from those projected.  Any
such  forward-looking  statements are subject to risks and uncertainties and our
future results of operations could differ materially from historical  results or
current  expectations.  Some of these risks are  discussed in this  report,  and
include, without limitation,  fluctuations in oil and gas prices; level of fleet
additions by competitors and industry  overcapacity;  changing  customer demands
for aircraft;  acts of terrorism;  unsettled  political  conditions,  war, civil
unrest and governmental  actions,  and  environmental and labor laws. Our actual
results could differ materially from those  anticipated by such  forward-looking
statements due to a number of factors,  some of which may be beyond our control,
including, without limitation:

o    changes in our industry, interest rates or the general economy;

o    the degree and nature of our competition;

o    availability of qualified personnel;

o    cash flows from operating  activities may be less than our current level of
     expenses and debt obligations;

o    the financial condition of lessees; and

o    lessee defaults.

a.   Overview

     We are an  equipment  leasing  business  formed  on May 23,  1995 and began
active  operations on November 9, 1995.  We primarily  engage in the business of
acquiring  equipment  subject  to  leases  and,  to a lesser  degree,  acquiring
ownership rights to items of leased equipment at lease expiration.

     We are currently  selling our assets in the ordinary course of business,  a
time  frame  called  the  "disposition  period".  Our  goal is to  complete  the
disposition period in the next few years.

     Our  current  portfolio,  which we hold either  directly  or through  joint
venture investments with affiliates and others, primarily consists of:

o    A 50%  interest  in a mobile  offshore  drilling  rig subject to lease with
     Rowan   Companies,   Inc.  Our  contribution  of  the  purchase  price  was
     $12,325,000  of equity and  $2,400,828 in assumed  non-recourse  debt.  The
     lease will expire on March 15, 2008.

o    A 50% interest in a sodium chlorate  production  facility  subject to lease
     with EKA  Chemicals,  Inc.  with a lease  expiration  date of July 2006, at
     which time title in the  equipment  will pass to the lessee.  The  purchase
     price  consisted of an equity  contribution of $2,805,920 and $1,052,998 in
     non-recourse debt.

o    A 49% interest in a McDonnell Douglas  DC-10-30F  aircraft subject to lease
     with World Airways, Inc. The lease was on a "power-by-the-hour" basis until
     March 2005.  Effective  September 1, 2004, the lease has been modified to a
     fixed  rental of $50,000 per month plus  maintenance  reserves and the term
     has been extended  through June 2005.  Aviation  Investors,  Inc. has a 50%
     interest  in  the  Aircraft   currently  on  lease  to  World  Airways  and
     accordingly  LLC III and  Aviation  Investors,  Inc.  are each  entitled to
     $25,000 of the monthly  rental  payments.  As  stipulated  in the agreement
     between Aviation Investors,  Inc and LLC III, LLC III is entitled to retain
     100% the monthly maintenance reserve of $5,000. Aviation Investors, Inc. is
     an unrelated  third party that was a party to LLC III's  acquisition of the
     Aircraft.  The  purchase  price  consisted  of an  equity  contribution  of
     $2,119,992 and $9,309,759 in non-recourse  debt. We have since fully repaid
     the non-recourse debt secured by the Aircraft.

o    An  investment  in the  unguaranteed  residual  value of three (3)  737-300
     aircraft on lease to Continental Airlines, Inc. expiring in November, 2006.

o    Warehouse  distribution  equipment  subject to lease with AZ3, Inc. with an
     expiration date of October 2004. The equipment was originally  purchased by
     us for  $523,640.  We are in the process of  transferring  the title of the
     equipment for $1, pursuant to the terms of the lease.

     Substantially  all of our recurring  operating  revenues are generated from
the  operations of the  single-investor  leases in our  portfolio.  On a monthly
basis,  we deduct  the  expenses  related  to the  recurring  operations  of the
portfolio  from such revenues and assess the amount of the remaining  cash flows
that  will be  required  to fund  known  or  anticipated  re-leasing  costs  and
equipment management costs.

     Sale of Boeing 767-300ER Aircraft

     The Boeing  767-300ER  aircraft  was sold on July 29, 2004.  ICON  Aircraft
24846 LLC realized a loss on the sale of approximately  $601,800 and recorded an
impairment  charge on this  asset in the second  quarter.  The  General  Partner
determined  that it was in the best  interests of the joint  venture,  which had
been holding the Boeing  767-300ER  aircraft to sell the aircraft to BTM Capital
Corp.,  the lender,  for an amount equal to the  outstanding  debt balance.  The
decision to sell the aircraft was based, in part, on the following factors:

1)   The  aircraft's  current  fair  market  value was  estimated  to be between
     $24,000,000 and  $27,000,000,  and the balance of the outstanding  debt was
     $34,500,000.

2)   Any new  lease  for the  aircraft  would  have  required  us to  contribute
     approximately  an  additional  $850,000 in equity (at  minimum) in order to
     reconfigure the aircraft and/or upgrade the engines.

3)   If we were to continue  to remarket  the  aircraft,  the lender  would have
     required  interest only payments of approximately  $100,000 per month until
     the aircraft is re-leased.

Industry Factors

     Our results continue to be impacted by a number of factors  influencing the
equipment leasing industry some of which are discussed below.

Further Deterioration of the Air Travel Industry.

     The  aircraft  leasing  industry is currently on the downside of a business
cycle,  and this has resulted in  depressed  sales prices for assets such as our
aircraft  interests.   It  does  not  appear  that  the  industry  will  recover
significantly in the very near future,  although we are optimistic that,  within
two to three years,  there will be a recovery.  However,  a further weakening of
the  industry  could  cause the  proceeds  realized  from the future sale of our
aircraft and its rotables to be even less than suggested by recent appraisals.

Supply Vessel Industry

     The Supply  Vessel  Industry is highly  cyclical and  dependent on numerous
factors,  including the current level of exploration and development of offshore
oil areas.  Despite  current high prices of oil, oil  companies are reluctant to
make the capital  investment  necessary  in shelf  drilling,  as the high energy
prices are perceived as being temporary by oil companies.  As such,  while it is
hoped that the industry will recover, a continuing  depressed market will affect
the resale value of the Partnership's remaining vessel.

Inability to Remarket Assets.

     The market for some of our assets, such as the interest in the offshore oil
rig, is not very liquid.  If current equipment lessees choose not to renew their
leases or purchase other equipment upon expiration of the lease, we will need to
remarket the  equipment.  There is no assurance that we will be able to locate a
willing buyer or lessee for our assets, or if one is located,  that the buyer or
lessee will pay a price for the asset at least equal to the appraised value.

     b. Results of Operations for the Three Months Ended  September 30, 2004 and
2003

     Revenues for the  quarterly  periods  ended  September  30, 2004 (the "2004
Quarter") and 2003 (the "2003 Quarter") are summarized as follows:

----------------------------------- --------------------------------------------
                              For Quarter Ended, September 30, 2004
--------------------------------------------------------------------------------
----------------------------------- ------------ ------------------ ----------
                                    2004 Quarter    2003 Quarter     Change
----------------------------------- ------------ ------------------ ----------
----------------------------------- ------------ ------------------ ----------
Total Revenue                        $   520,002      $   1,018,964 $(498,962)
----------------------------------- ------------ ------------------ ----------
----------------------------------- ------------ ------------------ ----------
Finance income                       $     2,897      $       5,308 $  (2,411)
----------------------------------- ------------ ------------------ ----------
----------------------------------- ------------ ------------------ ----------
Rental income                        $  113,555       $     258,390 $ (144,835)
----------------------------------- ------------ ------------------ ----------
----------------------------------- ------------ ------------------ ----------
Net income from leveraged lease
                                     $     -          $     458,307 $ (458,307)
----------------------------------- ------------ ------------------ ----------
----------------------------------- ------------ ------------------ ----------
Income from investments in  joint
ventures                             $  398,393       $     296,939 $   101,454
----------------------------------- ------------ ------------------ ----------
----------------------------------- ------------ ------------------ ----------
Interest income and other            $    5,157       $          20 $     5,137
----------------------------------- ------------ ------------------ ----------

     Our total revenues for the three months ended September 30, 2004 (the "2004
Quarter") decreased $498,962 or 49.0%, over the three months ended September 30,
2003 (the  "2003  Quarter").  The  decrease  in rental  income is as a result of
leases expiring and the underlying equipment  reclassified as equipment held for
sale or lease;  such as the  vessels  formerly  on charter to Seacor  Marine and
Seacor Offshore.

     The  decrease in income from the  leveraged  lease was due to the fact that
the leveraged  lease came to term in the second quarter of 2004 and therefore we
have no income from leveraged  lease in the 2004 Period compared to three months
of income in the 2003 Period.

     The increase in income from investments in joint ventures was due primarily
to increased  gains incurred by the ICON  Receivables  1997-B L.L.C.  ("1997-B")
joint venture and North Sea Limited Partnership and offset by losses incurred by
the ICON Cheyenne joint venture.


     Expenses for the quarterly  periods  ended  September 30, 2004 and 2003 are
summarized as follows:

-------------------------------------------- -----------------------------------
                                      For Quarter Ended, September 30, 2004
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                          2004 Quarter   2003 Quarter   Change
---------------------------------------- ------------- -------------- ----------
---------------------------------------- ------------- -------------- ----------
Total Expenses                           $ 3,246,238   $ 6,814,615  $(3,568,377)
---------------------------------------- ------------ ------------- ------------
---------------------------------------- ------------ ------------- ------------
Provision for impairment loss            $ 1,580,839   $ 4,100,000  $(2,519,161)
---------------------------------------- ------------ ------------- ------------
---------------------------------------- ------------ ------------- ------------
Depreciation                             $   508,960   $ 1,518,259  $(1,009,299)
---------------------------------------- ------------ ------------- ------------
---------------------------------------- ------------ ------------- ------------
Loss on disposal of assets               $   931,628   $    11,000  $   920,628
---------------------------------------- ------------ ------------- ------------
---------------------------------------- ------------ ------------- ------------
Interest                                 $   160,164   $   622,365  $  (462,201)
---------------------------------------- ------------ ------------- ------------
---------------------------------------- ------------ ------------- ------------
General and administrative               $    58,914   $   392,849  $  (333,935)
---------------------------------------- ------------ ------------- ------------
---------------------------------------- ------------ ------------- ------------
Management fees - General Partner        $       -     $   103,716  $  (103,716)
---------------------------------------- ------------ ------------- ------------
---------------------------------------- ------------ ------------- ------------
Administrative expense reimbursements -
General Partner                          $       -     $    42,563  $   (42,563)
---------------------------------------- ------------ ------------- ------------
---------------------------------------- ------------ ------------- ------------
Reversal of provision for bad debts      $   (21,979)  $        -   $   (21,979)
---------------------------------------- ------------ ------------- ------------
---------------------------------------- ------------ ------------- ------------
Amortization of initial direct costs     $    28,282   $    21,701  $     6,581
---------------------------------------- ------------ ------------- ------------
---------------------------------------- ------------ ------------- ------------
Minority interest                        $      (570)  $     2,162  $    (2,732)
---------------------------------------- ------------ ------------- ------------

     Our total  expenses for the 2004 Quarter  decreased by $3,568,377 or 52.4%,
over the 2003 Quarter.  The decrease in provision for impairment loss was due to
our recording impairment on five vessels during the 2003 Quarter compared to one
vessel during the 2004 Quarter

     The decrease in  depreciation  expense was due primarily to the termination
of the five marine vessel  leases  originally on charter to affiliates of Seacor
Smit and  Seacor  Marine.  The 2003  Quarter  had three  months of  depreciation
relating to these leases while the 2004 Quarter had no depreciation  relating to
these leases.

     The  increase in loss on disposal of assets was due to the  disposal of the
two leases during the 2004 Quarter for which there were minimal disposals during
the 2003 Quarter.

     The decrease in interest  expense was due to a decrease in the average debt
outstanding  from the  2004  Quarter  to the  2003  Quarter.  This  decrease  is
primarily as a result of several factors;  the extinguishment of debt associated
with the lease  termination and debt  extinguishment  related to the sale of the
Federal Express Corporation equipment during the quarter.

     The decrease in general and  administrative  expenses was due to reductions
in storage and maintenance and insurance  expense in the 2004 Quarter versus the
2003  Quarter as a result of reduced  payments  under the Seacor Smit and Seacor
Marine leases.

     Effective  July 1, 2004 the General  Partner agreed to no longer charge the
Partnership  management fees and administrative  expense  reimbursements.  These
fees were charged in prior quarters.

Net Loss

     As a  result  of the  factors  discussed  above,  the net loss for the 2004
Quarter and the 2003 Quarter was $2,726,236 and  $5,795,651,  respectively.  The
net loss per weighted average limited partnership unit outstanding was $2.73 and
$5.81 for the 2004 Quarter and the 2003 Quarter, respectively

c.   Results of Operations for the Nine Months Ended September 30, 2004 and 2003

     Revenues for the nine month  periods  ended  September  30, 2004 (the "2004
Period") and 2003 (the "2003 Period") are summarized as follows:

---------------------------------------------------------------------------
                                    For Period Ended, September 30, 2004
----------------------------------- ------------ --------------------------
----------------------------------- ------------ --------------------------
                                    2004 Period   2003 Period      Change
---------------------------------- ------------- ------------ -------------
---------------------------------- ------------- ------------ -------------
Total Revenue                       $ 2,381,653  $ 3,607,314   $(1,225,661)
---------------------------------- ------------- ------------ -------------
---------------------------------- ------------- ------------ -------------
Finance income                      $    10,582  $    43,516   $   (32,934)
---------------------------------- ------------- ------------ -------------
---------------------------------- ------------- ------------ -------------
Rental income                       $   323,380  $ 1,145,650   $  (822,270)
---------------------------------- ------------- ------------ -------------
---------------------------------- ------------- ------------ -------------
Net income from leveraged lease     $ 1,078,481  $ 1,484,025   $  (405,544)
---------------------------------- ------------- ------------ -------------
---------------------------------- ------------- ------------ -------------
Income from investments in joint
ventures                            $   931,283  $   931,513   $      (230)
---------------------------------- ------------- ------------ -------------
---------------------------------- ------------- ------------ -------------
Interest income and other           $    37,927  $     2,610   $    35,317
---------------------------------- ------------- ------------ -------------

     Our total  revenue for the nine months ended  September 30, 2004 (the "2004
Period") decreased by $1,225,661,or  34.0%, as compared to the nine months ended
September 30, 2003 (the "2003 Period").  The decrease in finance income resulted
primarily  from  a  decrease  in  the  average  size  of  our  lease  portfolio.
Specifically,   the  following  leases  have  expired  since  the  2003  Period:
Continental  Airlines  Inc.,  Sabreliner  Corp.,  Boca Teeca Cleaners and Circle
Construction.

     The  decrease in rental  income is as a result of leases  expiring  and the
underlying  equipment  reclassified as equipment held for sale or lease; such as
the vessels formerly on charter to Seacor Marine and Seacor Offshore.

     The  decrease in income from the  leveraged  lease was due to the fact that
the leveraged  lease came to term in the second quarter of 2004 and therefore we
have six months of income from  leveraged  lease in the 2004 Period  compared to
nine months of income inn the 2003 Period.

     Expenses for the nine month  periods  ended  September  30, 2004 (the "2004
Period") and 2003 (the "2003 Period") are summarized as follows:

--------------------------------------------------------------------------------
                                          For Period Ended, September 30, 2004
--------------------------------------------------------------------------------
---------------------------------------- ----------- -------------- ------------
                                         2004 Period  2003 Period      Change
---------------------------------------- -----------  ------------- ------------
---------------------------------------- -----------  ------------- ------------
Total Expenses                           $12,344,546  $ 13,294,981  $  (950,435)
---------------------------------------- -----------  ------------- ------------
---------------------------------------- -----------  ------------- -----------
Provision for impairment loss            $ 6,280,839  $  4,800,000  $ 1,480,839
---------------------------------------- -----------  ------------- ------------
---------------------------------------- -----------  ------------- ------------
Depreciation                             $ 2,536,179  $  4,277,007  $(1,740,828)
---------------------------------------- -----------  ------------- ------------
---------------------------------------- -----------  ------------- ------------
Loss (gain) on disposal of assets        $ 1,604,750  $   (119,779) $1,724,529
---------------------------------------- -----------  ------------- ------------
---------------------------------------- -----------  ------------- ------------
Interest                                 $   964,838  $  2,136,124  $(1,171,286)
---------------------------------------- -----------  ------------- ------------
---------------------------------------- -----------  ------------- ------------
General and administrative               $   460,949  $  1,258,207  $  (797,258)
---------------------------------------- -----------  ------------- ------------
---------------------------------------- -----------  ------------- ------------
Management fees - General Partner        $   387,287  $    583,008  $  (195,721)
---------------------------------------- -----------  ------------- ------------
---------------------------------------- -----------  ------------- ------------
Administrative expense reimbursements -
General Partner                          $   154,958  $    237,040  $   (82,082)
---------------------------------------- -----------  ------------- ------------
---------------------------------------- -----------  ------------- ------------
Reversal of provision for bad debts      $  (134,391) $        -    $  (134,391)
---------------------------------------- -----------  ------------- ------------
---------------------------------------- -----------  ------------- ------------
Amortization of initial direct costs     $    91,050  $    120,029  $   (28,979)
---------------------------------------- -----------  ------------- ------------
---------------------------------------- -----------  ------------- ------------
Minority interest                         $   (1,913) $      3,345  $    (5,258)
---------------------------------------- -----------  ------------  ------------

     Our total expenses for the 2004 Period decreased by $950,435, or 7.1%, over
the 2003 Period.  The increase in provision for  impairment  loss was due to our
recording  impairment on an aircraft on lease to Federal Express Corporation and
one vessel  during the 2004 Period  compared to an  impairment  on five  vessels
during the 2003 Period.

     The decrease in  depreciation  expense was due primarily to the termination
of the five marine vessel  leases  originally on charter to affiliates of Seacor
Smit and Seacor Marine.

     The  increase in loss (gain) on disposal of assets was due to the  disposal
of the five marine vessels leases  originally on charter to affiliates of Seacor
Smit and Seacor Marine and the sale of the Federal Express Corporation equipment
during the 2004 Period.

     A decrease in general and administrative  expenses was due to reductions in
storage and maintenance and insurance expense in the 2004 Period versus the 2003
Period as a result of reduced  payments  under the Seacor Smit and Seacor Marine
leases.

     Effective  July 1, 2004 the General  Partner agreed to no longer charge the
Partnership  management fees and administrative  expense  reimbursements.  These
fees were charged in the 2003 Period.

     The decrease in interest  expense was due to a decrease in the average debt
outstanding from the 2004 Period to the 2003 Period.  This decrease is primarily
as a result of several factors;  the  extinguishment of debt associated with the
lease  termination  and debt  extinguishment  related to the sale of the Federal
Express Corporation equipment.

Net Loss

     As a result of the foregoing factors,  net loss for the 2004 Period and the
2003  Period  was  $9,962,893  and  $9,687,667  respectively.  The net  loss per
weighted  average limited  partnership  unit outstanding was $9.99 and $9.71 for
the 2004 Quarter and the 2003 Quarter, respectively.

d.   Liquidity and Capital Resources

Sources of Cash

     We believe  that with the cash we have  currently  available  and from cash
being  generated  from our remaining  leases and the proceeds from our equipment
sales we have  sufficient  cash to  continue  our  limited  operations  while we
continue our disposition phase of our operations.  We anticipate paying our debt
obligations  and the Comerica Bank advances from our affiliates from either cash
generated from rental income or from the proceeds of equipment sales.

Operations

     During the nine months ended  September 30, 2004,  our sources of cash have
primarily been from proceeds from the sales of equipment, distributions received
from our joint  ventures  and  advances  received  from our General  Partner and
affiliates.  We have received approximately $4,620,000 from these sources during
the nine months ended September 30, 2004.

Reduction in Note Payable

     We have an obligation of $388,763 to Series D relating to a leveraged lease
transaction  entered into during 1997. We  anticipate  paying this in the fourth
quarter of 2004  either  from rental  income or from the  proceeds of  equipment
sales.  Additionally,  we are owed from Series D $45,591, at September 30, 2004,
for rental payments received on its behalf.

Sale of Boeing 767-300ER Aircraft

     The aircraft was sold on July 29, 2004.  ICON Aircraft 24846 LLC realized a
loss on the sale of approximately  $601,800 and recorded an impairment charge on
this asset in the second quarter.  The General Partner determined that it was in
the best  interests  of the joint  venture,  which had been  holding  the Boeing
767-300ER  aircraft,  to sell the aircraft to BTM Capital Corp., the lender, for
an amount  equal to the  outstanding  debt  balance.  The  decision  to sell the
aircraft was based, in part, on the following factors:

1.   The  aircraft's  current  fair  market  value was  estimated  to be between
     $24,000,000 and  $27,000,000,  and the balance of the outstanding  debt was
     $34,500,000.

2.   Any new  lease  for the  aircraft  would  have  required  us to  contribute
     approximately  an  additional  $850,000 in equity (at  minimum) in order to
     reconfigure the aircraft and/or upgrade the engines.

3.   If we were to continue  to remarket  the  aircraft,  the lender  would have
     required  interest only payments of estimated  $100,000 per month until the
     aircraft was placed with a new lessee.

Supply Vessels

     We are the sole owner of two  entities  that owned (5) five marine  vessels
originally  on charter to  affiliates of Seacor  Marine,  Inc. (the  "Vessels").
These Vessels were subject to outstanding non-recourse debt with a lender, Fleet
Capital Corp. ("Fleet").

     On  September  11, 2003,  Fleet took  control of the Vessels and  commenced
remarketing  efforts. On May 12, 2004, Fleet held a sale for the Vessels,  which
resulted in an aggregate sale price of $3,580,000. All of the sale proceeds went
to Fleet to reduce  the  outstanding  non-recourse  debt.  Since  there  were no
proceeds for our benefit, we realized a loss of $622,872 on the transaction.

Sale of Gulf Pearl and Gulf Wind

     On  September  20, 2004 we entered  into a  Memorandum  of  Agreement  (the
"Agreement") with Gulf Ocean Marine Services, Inc., an unaffiliated third party,
for  the  sale  of  the  Gulf  Pearl  supply  tug  vessel.   The  sale  occurred
simultaneously with the execution of the Agreement. The sales price was $500,000
and we recognized a loss on the sale of approximately $1,589,000.

     On  October  8,  2004  we  entered  into a  Memorandum  of  Agreement  (the
"Agreement") with Gulf Ocean Marine Services, Inc., an unaffiliated third party,
for  the  sale  of  the  Gulf  Wind  supply  tug  vessel.   The  sale   occurred
simultaneously with the execution of the Agreement. The sales price was $500,000
and we recognized a loss on the sale of approximately  $1,589,000.  For the nine
months ended September we recognized an impairment loss equal to the loss on the
sale of the vessel.

World Airways, Inc.

     The World  Airways  lease was on a  "power-by-the-hour"  basis  until March
2005. Effective September 1, 2004, the lease has been modified to a fixed rental
of $50,000 per month plus  maintenance  reserves and the term has been  extended
through June 2005. Aviation  Investors,  Inc. has a 50% interest in the Aircraft
and accordingly they are entitled to $25,000 of the monthly rental payments.  As
stipulated  in the  agreement  between  us and  Aviation  Investors,  Inc we are
entitled to retain 100% the monthly maintenance reserve of $5,000.

Boeing 737-300 Aircraft

     We have entered into an  agreement  in which we have an  investment  in the
unguaranteed  residual  values  of  three  Boeing  737-300  aircraft  valued  at
$4,686,758.  Additionally,  we have a  recourse  promissory  note of  $5,571,009
related to this  investment  at  September  30,  2004.  If any,  or all,  of the
aircraft are sold prior to the maturity  date of the recourse  promissory  note,
November 27, 2006, then we may have all or a portion of the outstanding  balance
of the  recourse  promissory  note  forgiven,  depending  upon the  total  sales
proceeds.  If the  aircraft  are sold after the  maturity  date of the  recourse
promissory  note,  then we would be  entitled  to receive  one-third  of the net
proceeds  in  excess  of the net  book  value of  aircraft,  as  defined  by the
agreement.  In  addition,  we are  required  to repay a portion of the  recourse
promissory  note with 50% of the sales proceeds from any of our assets which are
not subject to senior secured debt.

     The so-called "Current  Generation" Boeing narrowbody  aircraft,  including
the 737-300's, were amongst those whose values were initially hardest hit by the
tragic events of September 11, 2001. The current market  remains  volatile,  and
the industry is currently on the downside of a business cycle. We are optimistic
that the industry will turn around within the next two to three years. The three
1985 vintage  Boeing  aircraft each have  approximately  15 years of useful life
remaining,  are Stage III  compliant,  and are  widely  used in the  market.  We
anticipate  Continental Airlines,  Inc. will either renew the current leases, as
they did in 2003, or agree to a favorable buyout when the current leases expire.
Therefore,  based upon the  discounted  future  rental  income  stream  over the
remaining  useful life of these  aircraft,  we have  determined that there is no
impairment of these aircraft at September 30, 2004. As for the related  recourse
obligation,  we prepaid $500,000 in interest during 2003 and are not required to
commence  interest only payments until December 31, 2005. We remain hopeful that
when these  aircraft are sold the recourse  obligations  will be repaid from the
proceeds.  We believe  that it is  possible  for the sale to occur  prior to the
maturity date of the re course debt, November 27, 2006.


Financings and Recourse Borrowings

     Certain affiliates of ours, specifically;  ICON Income Fund Nine, LLC; ICON
Income  Fund Eight A L.P.;  ICON  Income  Fund  Eight B L.P.  and ICON Cash Flow
Partners L.P. Seven  (collectively,  the "Initial Funds"), are parties to a Loan
and  Security  Agreement  dated  as of May  30,  2002,  as  amended  (the  "Loan
Agreement"). Under the terms of the Loan Agreement, the Initial Funds may borrow
money  from  Comerica  Bank with all  borrowings  to be  jointly  and  severally
collateralized  by (i) cash  and  (ii)  the  present  values  of  certain  rents
receivable  and  equipment  owned by the  Initial  Funds.  Such Loan  Agreement,
effective  August 5, 2004,  was  amended to add ICON  Income Fund Ten LLC ("Fund
Ten") as a borrower to the Loan Agreement.  The expiration of the Loan Agreement
is December 31, 2004.

     In connection with the Loan Agreement, the Initial Funds previously entered
into a  Contribution  Agreement  dated  as of May  30,  2002,  as  amended  (the
"Contribution  Agreement").  Pursuant to the Contribution Agreement, the Initial
Funds  agreed to  restrictions  on the amount and the terms of their  respective
borrowings  under the Loan Agreement in order to minimize the unlikely risk that
a Fund  would  not be able to repay its  allocable  portion  of the  outstanding
revolving  loan  obligation  at any  time,  including  restrictions  on any Fund
borrowing  in excess of the lesser of (A) an amount  each Fund could  reasonably
expect  to repay in one year out of its  projected  free cash  flow,  or (B) the
greater of (i) the Borrowing  Base (as defined in the line of credit  agreement)
as  applied  to such  Fund,  and (ii) 50% of the net  worth  of such  Fund.  The
Contribution  Agreement  provides that, in the event a Fund pays an amount under
the  agreement  in excess of its  allocable  share of the  obligation  under the
agreement whether by reason of an Event of Default or otherwise, the other Funds
will promptly make a  contribution  payment to such Fund in such amount that the
aggregate amount paid by each Fund reflects its allocable share of the aggregate
obligations  under the agreement.  The Initial Funds'  obligations to each other
under the Contribution Agreement are collateralized by a subordinate lien on the
assets of each participating Fund. In order to facilitate Fund Ten's addition to
the Contribution Agreement, the Funds entered into a Second Amended and Restated
Contribution  Agreement  effective as of August 5, 2004.  The Second Amended and
Restated  Contribution  Agreement  contain  substantially  identical  terms  and
limitations as did the original Contribution Agreement.

     At  September  30,  2004,  Fund Eight A, Fund Eight B and Fund Nine paid to
Comerica Bank on our behalf,  $175,000,  $1,020,000 and $390,000,  respectively,
under the provisions of the Contribution Agreement.  Additional,  we had amounts
due from Fund Eight A and Fund Eight B of $155,522 and  $204,384,  respectively,
relating  primarily to our assignment of our joint venture  interests as partial
settlement against these advances. We are accruing interest at 8.0% per annum on
all unpaid advances. We anticipate repayment either from rental income, proceeds
from equipment sales or the sale of our joint venture interests.

     Aggregate  borrowings  by all  funds  under  the line of  credit  agreement
amounted to $9,417,992 at September  30, 2004. We currently  have  $3,297,992 of
borrowings under this line.

Distributions

     We have not made  distributions  to limited  partners since April 2003 and,
while we  anticipate  being able to make  distributions  in the  future,  cannot
predict when distributions may recommence.

Uncertainties

     At September  30, 2004,  except as noted above in the Overview  section and
listed  below in the Risk  Factors  section,  and to the best of our  knowledge,
there were no known  trends or  demands,  commitments,  events or  uncertainties
which are likely to have a material effect on liquidity.

Risk Factors

     Set forth below and elsewhere in this report and in other documents we file
with the Securities and Exchange  Commission  are risks and  uncertainties  that
could  cause  our  actual  results  to  differ   materially   from  the  results
contemplated  by the  forward-looking  statements  contained  in this report and
other periodic statements we make, including but not limited to, the following:

o    There is a  depressed  market  for supply  vessels  of this  type,  age and
     condition which have affected the value of our remaining supply vessel.  We
     believe  this will  continue to  negatively  impact our ability to remarket
     this vessel.

o    We may  face  difficulty  remarketing  the  aircraft  rotables.  Due to the
     current condition of the airline industry,  there is a depressed market for
     these rotables.

o    The market for Boeing  737-300  aircraft is currently  depressed  due to an
     overabundance of aircraft on the market resulting from the overall downturn
     in the aviation industry following the tragic events of September 11, 2001.
     While the market for these aircraft is cyclical,  there can be no assurance
     that  market  will  recover  by  November,  2006.  Failure of the market to
     recover significantly may result in our inability to realize our investment
     in  the  residuals  of  the  three  (3)  aircraft  currently  on  lease  to
     Continental Airlines, Inc.

 d.  Inflation and Interest Rates

     The potential effects of inflation on us are difficult to predict. However,
since  we are in our  disposition  phase,  the  effects  are  anticipated  to be
minimal.  If the general  economy  experiences  significant  rates of inflation,
however,  it could affect us in a number of ways.  We do not  currently  have or
expect to have rent  escalation  clauses tied to  inflation  in our leases.  The
anticipated  residual  values  to be  realized  upon  the  sale or  re-lease  of
equipment  upon  lease  terminations  (and thus the  overall  cash flow from our
leases may be expected to increase with inflation as the cost of similar new and
used equipment increases).

     If  interest  rates  increase  significantly,  the lease  rates that we can
obtain on future  leases may be expected to increase as the cost of capital is a
significant  factor in the pricing of lease financing.  Leases already in place,
for the most part, would not be affected by changes in interest rates.

Item  3.  Qualitative  and  Quantitative   Disclosures  About  Market  Risk  Not
Applicable

     We are exposed to certain market risks, including changes in interest rates
and the demand for equipment (and the related residual) owned by us.

     We manage our interest  rate risk by obtaining  fixed rate debt for most of
our  obligations.  We borrow funds under  floating  rate lines of credit and are
therefore  exposed to interest rate risk until the floating rate lines of credit
are  repaid.  We have  borrowings  under the  floating  rate  lines of credit at
September 30, 2004 aggregated $3,297,992.

     We  attempt  to manage our  exposure  to  equipment  and  residual  risk by
monitoring  the market and maximizing our  remarketing  proceeds  through either
releasing or sales of equipment.

Item 4.  Controls and Procedures

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of  management  of  ICON  Capital  Corp.,  our  General  Partner,
including the Chief Executive Officer and the Principal Financial and Accounting
Officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls  and  procedures  as of the end of the period  covered  by this  report
pursuant to the Securities Exchange Act of 1934. Based upon the evaluation,  the
Chief  Executive  Officer and the  Principal  Financial and  Accounting  Officer
concluded that our disclosure controls and procedures were effective.

     There were no  significant  changes in our internal  control over financial
reporting during our third quarter that have materially affected,  or are likely
to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

     From time-to-time,  in the ordinary course of business,  we are involved in
legal  actions  when  necessary  to protect or enforce our rights.  We are not a
defendant  party to any pending  litigation  and are not aware of any pending or
threatened litigation against us, except as stated below.

     In August 2004, Fleet Capital Corporation  ("Fleet") filed an action in New
York State Supreme Court, New York County,  seeking to recover monies it alleges
that the Partnership owes it under certain  Performance  Guaranties entered into
in connection with certain  non-recourse loans made by Fleet to certain entities
which were wholly-owned  subsidiaries of the Partnership.  These loans were made
in connection  with the  Partnership's  acquisition  of five (5) marine  vessels
formerly on charter to  affiliates of SEACOR  Marine and SEACOR  Offshore,  Inc.
While the Partnership believes Fleet's action is without merit and is vigorously
defending  such action,  it has filed a  Counterclaim  against  Fleet seeking to
recover damages as a result of Fleet's breach of its duty of good faith and fair
dealing.  The Partnership has not accrued any potential loss from this action as
the action is in the early stage of discovery and it is not  currently  possible
to  determine a range or possible  range of  potential  loss,  if any,  that may
result from this action.

Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

32.1 Certification of Chairman and Chief Executive Officer

32.2 Certification  of Executive  Vice  President  and  Principal  Financial and
     Accounting Officer.

33.1 Certification of Chairman and Chief Executive Officer pursuant to 18 U.S.C.
     (Section)1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
     of 2002.

33.2 Certification  of Executive  Vice  President  and  Principal  Financial and
     Accounting Officer pursuant to 18 U.S.C. (Section)1350, as adopted pursuant
     to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)  Reports on Form 8-K - Dated  September 24, 2004  describing the transaction
     with Gulf Ocean Marine Services,  Inc. for the sale of a supply tug vessel.
     Dated October 14, 2004  describing the  transaction  with Gulf Ocean Marine
     Services, Inc. for the sale of a supply tug vessel.

<PAGE>



                                   SIGNATURES



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

                                   ICON Cash Flow Partners L.P. Seven
                                   By its General Partner,
                                   ICON Capital Corp.



        November 17, 2004          /s/ Thomas W. Martin
   --------------------------      --------------------------------------
              Date                 Thomas W. Martin
                                   Executive Vice President
                                   (Principal Financial and Accounting Officer
                                   of the General Partner of the Partnership)

<PAGE>

Exhibit 32.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

                              Certifications - 10-Q

I, Beaufort J.B. Clarke, certify that:

1.   I have reviewed this  quarterly  report of ICON Cash Flow  Partners,  L.P.,
     Seven;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge,  the  consolidated  financial  statements  and other
     financial  information included in this quarterly report, fairly present in
     all material  respects the financial  condition,  results of operations and
     cash flows of the registrant as of, and for, the periods  presented in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this quarterly report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this quarterly  report our conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this  quarterly  report  based on
          such evaluation; and

     c)   disclosed  in this  quarterly  report any  change in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's most recent fiscal quarter that has materially  affected,
          or  is  reasonably  likely  to  materially  affect,  the  registrant's
          internal control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the board of directors of the General Partner
     (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect the  registrant's  ability to record,  process,  summarize  and
          report financial information and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls over financial reporting.

Dated:  November 17, 2004

/s/ Beaufort J.B. Clarke
-----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
General Partner of ICON Cash Flow Partners L.P. Seven

<PAGE>

Exhibit 32.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

                              Certifications - 10-Q

I, Thomas W. Martin, certify that:

1.   I have reviewed this  quarterly  report of ICON Cash Flow  Partners,  L.P.,
     Seven;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge,  the  consolidated  financial  statements  and other
     financial  information included in this quarterly report, fairly present in
     all material  respects the financial  condition,  results of operations and
     cash flows of the registrant as of, and for, the periods  presented in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this quarterly report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this quarterly  report our conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this  quarterly  report  based on
          such evaluation; and

     c)   disclosed  in this  quarterly  report any  change in the  registrant's
          internal  control over financial  reporting  that occurred  during the
          registrant's most recent fiscal quarter that has materially  affected,
          or  is  reasonably  likely  to  materially  affect,  the  registrant's
          internal control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the board of directors of the General Partner
     (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect the  registrant's  ability to record,  process,  summarize  and
          report financial information and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls over financial reporting.

Dated:  November 17, 2004

/s/ Thomas W. Martin
----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting officer
of the General Partner of the Partnership)

<PAGE>

EXHIBIT 33.1

     I,  Beaufort  J.B.  Clarke,  Chairman and Chief  Executive  Officer of ICON
Capital Corp.,  the sole General  Partner of ICON Cash Flow Partners L.P. Seven,
certify,  pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002 (18 U.S.C.
1350), that, to the best of my knowledge and belief:

(1)  the Quarterly  Report on Form 10-Q for the period ended  September 30, 2004
     (the "Periodic  Report") which this  statement  accompanies  fully complies
     with the requirements of Section 13(a) or 15(d) of the Securities  Exchange
     Act of 1934 (15 U.S.C. 78m); and

(2)  the information  contained in the Periodic Report fairly  presents,  in all
     material  respects,  the  financial  condition and results of operations of
     ICON Cash Flow Partners L.P. Seven.

Dated:  November 17, 2004



/s/ Beaufort J.B. Clarke
------------------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
General Partner of ICON Cash Flow Partners L.P. Seven

<PAGE>

EXHIBIT 33.2

     I, Thomas W. Martin,  Executive  Vice  President  (Principal  Financial and
Accounting Officer) of ICON Capital Corp., the sole General Partner of ICON Cash
Flow Partners L.P. Seven, certify, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. 1350), that, to the best of my knowledge and belief:

(1)  the Quarterly Report on Form 10-Q for the period ended  September,  30 2004
     (the "Periodic  Report") which this  statement  accompanies  fully complies
     with the requirements of Section 13(a) or 15(d) of the Securities  Exchange
     Act of 1934 (15 U.S.C. 78m); and

(2)  the information  contained in the Periodic Report fairly  presents,  in all
     material  respects,  the  financial  condition and results of operations of
     ICON Cash Flow Partners L.P. Seven.

Dated:  November 17, 2004



 /s/ Thomas W. Martin
 -------------------------------------------------------
 Thomas W. Martin
 Executive Vice President (Principal
 Financial and Accounting Officer)
 ICON Capital Corp.
 General Partner of ICON Cash Flow Partners L.P. Seven