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


                                   FORM 10-Q/A



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

For the period ended                            March 31, 1997
                     -----------------------------------------------------------

[  ]     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)


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


                                 (914) 698-0600
--------------------------------------------------------------------------------
               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


<PAGE>



PART I  - FINANCIAL INFORMATION
Item 1.  Financial Statements

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

                                 Balance Sheets

                                   (unaudited)
<TABLE>

                                                             March 31,        December 31,
                                                               1997               1996
       Assets

<S>                                                       <C>              <C>           
Cash                                                      $    3,846,273   $      698,301
                                                          --------------   --------------


Investment in finance leases
   Minimum rents receivable                                   47,885,065       15,894,245
   Estimated unguaranteed residual values                     22,233,092        6,667,481
   Initial direct costs                                        1,595,034          869,559
   Unearned income                                           (12,384,736)      (3,515,258)
   Allowance for doubtful account                                (65,000)         (65,000)
                                                          --------------   --------------

                                                              59,263,455       19,851,027

Investment in estimated unguaranteed residual value           12,325,000       12,325,000
                                                          --------------   --------------

Net investment in leveraged leases                            10,298,137        9,980,633
                                                          --------------   --------------

Investment in financings
   Receivables due in installments                             1,040,154        6,619,755
   Initial direct costs                                           20,005          143,565
   Unearned income                                              (234,965)      (1,271,152)
   Allowance for doubtful account                                (10,000)         (10,000)
                                                          --------------   --------------

                                                                 815,194        5,482,168

Equity investment in joint venture                             5,486,047             -
                                                          --------------   -----------

Other assets                                                     869,600          148,941
                                                          --------------   --------------

Total assets                                              $   92,903,706   $   48,486,070
                                                          ==============   ==============


</TABLE>

<PAGE>




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

                                 Balance Sheets

                                   (unaudited)
<TABLE>

                                                          March 31,        December 31,
                                                            1997               1996

       Liabilities and Partners' Equity

<S>                                                    <C>              <C>           
Notes payable - non-recourse                           $   46,043,835   $   11,089,945
Note payable - recourse                                    10,075,000       12,225,000
Accounts payable - equipment                                4,673,893        1,790,717
Note payable - affiliate                                    4,250,000             -
Accounts payable - General Partner and affiliate              737,811          438,297
Accounts payable - other                                       38,056           54,114
Security deposits and deferred credits                         26,383            6,188
Minority interest                                              17,049           15,955
                                                       --------------   --------------
                                                           65,862,027       25,620,216

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                            (15,191)          (8,694)
   Limited partners (331,318.27 and 275,540.47 units
     outstanding, $100 per unit original
     issue price in 1997 and 1996, respectively)           27,056,870       22,874,548
                                                       --------------   --------------

     Total partners' equity                                27,041,679       22,865,854
                                                       --------------   --------------

Total liabilities and partners' equity                 $   92,903,706   $   48,486,070
                                                       ==============   ==============

</TABLE>













See accompanying notes to financial statements.


<PAGE>



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

                            Statements of Operations
                      For the Three Months Ended March 31,

                                   (unaudited)
<TABLE>

                                                            1997               1996
                                                            ----               ----

Revenues

<S>                                                   <C>                  <C>            
   Finance income                                     $    1,099,525       $        49,350
   Income from leveraged leases, net                         380,630                 -
   Net gain on sales or remarketing of equipment              32,891                 -
   Interest income and other                                  24,165                25,785
   Income from equity investment in joint venture             20,808                 -
                                                      --------------       ---------------

   Total revenues                                          1,558,019                75,135
                                                      --------------       ---------------

Expenses

   Interest                                                  574,541                34,897
   Management fees - General Partner                         357,477                13,436
   Amortization of initial direct costs                      310,609                 9,237
   Administrative expense
     reimbursements - General Partner                        151,194                 5,898
   General and administrative                                 37,561                 4,808
   Minority interest in joint venture                          1,094                 -
                                                      --------------       ---------------

   Total expenses                                          1,432,476                68,276
                                                      --------------       ---------------

Net income                                            $      125,543       $         6,859
                                                      ==============       ===============

Net income allocable to:
   Limited partners                                   $      124,288       $         6,790
   General Partner                                             1,255                    69
                                                      --------------       ---------------

                                                      $      125,543       $         6,859
                                                      ==============       ===============

Weighted average number of limited
   partnership units outstanding                             314,146                44,819
                                                      ==============       ===============

Net income per weighted average
   limited partnership unit                           $          .40       $          0.15
                                                      ==============       ===============

</TABLE>


See accompanying notes to financial statements.


<PAGE>



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

                    Statements of Changes in Partners' Equity

               For the Three Months Ended March 31, 1997, the Year
                 Ended December 31, 1996 and the Period from
                        May 23, 1995 (date of inception)
                              to December 31, 1995
                                   (unaudited)
<TABLE>

                              Limited Partner Distributions
                                  Return of  Investment           Limited           General
                                   Capital     Income             Partners          Partner         Total
                               (Per weighted average unit)
<S>                                 <C>          <C>            <C>                 <C>            <C> 
Initial partners'
    capital contribution
    - May 23, 1995                                            $          1,000    $     1,000   $          2,000
                                                              ----------------    -----------   ----------------

Balance at
    December 31, 1995                                                    1,000          1,000              2,000

Refund of initial
    limited partners'
    capital contribution                                                (1,000)           -               (1,000)

Proceeds from issuance
    of limited partnership
    units (275,540.47 units)                                        27,554,047            -           27,554,047

Sales and offering expenses                                         (3,719,796)           -           (3,719,796)

Cash distributions
    to partners                    $  6.14     $  2.57              (1,361,099)       (13,749)        (1,374,848)

Net income                                                             401,396          4,055            405,451
                                                              ----------------    -----------   ----------------

Balance at
    December 31, 1996                                               22,874,548         (8,694)       (22,865,854)

Proceeds from issuance of
    limited partnership units
    (55,880.51 units)                                                5,588,050            -            5,588,050

Sales and offering expenses                                           (754,387)           -             (754,387)

Limited partnership units
    redeemed (102.71 units)                                             (8,061)           -               (8,061)

Cash distributions
    to partners                    $  2.05     $   .40                (767,568)        (7,752)          (775,320)

Net income                                                             124,288          1,255            125,543
                                                              ----------------    -----------   ----------------

Balance at
    March 31, 1997                                            $     27,056,870    $   (15,191)  $     27,041,679
                                                              ================    ===========   ================
</TABLE>

See accompanying notes to financial statements.


<PAGE>



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

                            Statements of Cash Flows

                      For the Three Months Ended March 31,

                                   (unaudited)
<TABLE>

                                                                                      1997             1996
                                                                                      ----             ----
Cash flows from operating activities:
<S>                                                                          <C>                 <C>            
   Net income                                                                $        125,543    $         6,859
                                                                             ----------------    ---------------
   Adjustments to reconcile net income to
    net cash provided by operating activities:
      Finance income portion of receivables paid directly
        to lenders by lessees                                                        (958,529)           (44,661)
      Amortization of initial direct costs                                            310,609              9,238
      Gain on sale of equipment                                                       (32,891)              -
      Interest expense on non-recourse financing paid
        directly by lessees                                                           552,215             34,897
      Collection of principal  - non-financed receivables                             634,268              9,908
      Income from equity investment in joint venture                                  (20,808)              -
      Income from leveraged leases, net                                              (380,630)              -
      Change in operating assets and liabilities:
         Accounts payable - General Partner and affiliates, net                       299,514            253,949
         Accounts payable - other                                                     (32,438)           151,433
         Security deposits and deferred credits                                        20,195               -
         Minority interest in joint venture                                             1,094               -
         Other assets                                                                (720,659)          (163,295)
         Other, net                                                                   (41,937)            (1,384)
                                                                             ----------------    ---------------

           Total adjustments                                                         (369,997)           250,085
                                                                             ----------------    ---------------

        Net cash provided by (used in) operating activities                          (244,454)           256,944
                                                                             ----------------    ---------------

Cash flows from investing activities:
   Equipment and receivables purchased                                             (3,395,281)        (1,036,480)
   Initial direct costs                                                            (1,164,222)          (146,767)
   Proceeds from sale of equipment                                                  1,793,586               -
                                                                             ----------------    ------------

         Net cash used in investing activities                                     (2,765,917)        (1,183,247)
                                                                             ----------------    ----------------

Cash flows from financing activities:
   Issuance of limited partnership units, net of offering expenses                  4,833,663          7,740,504
   Proceeds from note payable affiliate                                             4,250,000                -
   Principal payments on recourse debt                                             (2,150,000)               -
   Cash distributions to partners                                                    (775,320)           (49,451)
   Refund of initial limited partners' capital contribution                              -                (1,000)
                                                                             ----------------    ---------------

         Net cash provided by financing activities                                  6,158,343          7,690,053
                                                                             ----------------    ---------------

Net increase in cash                                                                3,147,972          6,763,750

Cash at beginning of period                                                           698,301              2,000
                                                                             ----------------    ---------------

Cash at end of period                                                        $      3,846,273    $     6,765,750
                                                                             ================    ===============
</TABLE>


See accompanying notes to financial statements.


<PAGE>



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

                Consolidated Statements of Cash Flows (continued)

Supplemental Disclosure of Cash Flow Information

      For the three  months ended March 31, 1997 and 1996,  non-cash  activities
included the following:
<TABLE>

                                                                  1997               1996
                                                                  ----               ----

Fair value of equipment and receivables
<S>                                                        <C>                 <C>             
   purchased for debt and payables                         $    (38,220,051)   $    (3,856,235)
Non-recourse notes payable assumed in
   purchase price                                                37,741,972          3,856,235
Accounts payable - equipment                                        478,079               -

Principal and interest on direct
   finance receivables paid directly
   to lenders by lessees                                          3,682,924            261,089
Principal and interest on non-recourse
   financing paid directly to lenders
   by lessees                                                    (3,682,924)          (261,089)

Decrease in investments in finance leases and financings
   due to contributions to joint venture                          5,190,238              -
Increase in equity investment in joint venture                   (5,190,238)             -
                                                           ----------------    ---------------

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

      Interest  expense of $574,541 and $34,897 for the three months ended March
31, 1997 and 1996 consisted of interest  expense on non-recourse  financing paid
or accrued directly to lenders by lessees of $552,216 and $34,897, respectively,
and other interest of $22,325 and $0, respectively.


<PAGE>



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

                          Notes to Financial Statements

                               September 30, 1996

                                   (unaudited)
1.    Basis of Presentation

      The  financial  statements  of ICON Cash Flow  Partners  L.P.  Seven  (the
"Partnership")  have been prepared  pursuant to the rules and regulations of the
Securities  and  Exchange   Commission  (the  "SEC")  and,  in  the  opinion  of
management,  include  all  adjustments  (consisting  only  of  normal  recurring
accruals)  necessary  for a fair  statement  of income  for each  period  shown.
Certain information and footnote  disclosures  normally included in consolidated
financial  statements  prepared in accordance with generally accepted accounting
principles  have  been  condensed  or  omitted  pursuant  to such SEC  rules and
regulations.  Management believes that the disclosures made are adequate to make
the information  represented not misleading.  The results for the interim period
are  not  necessarily  indicative  of the  results  for  the  full  year.  These
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements and notes included in the Partnership's 1996
Annual Report on Form 10-K.

2.    Net Investment in Leveraged Leases

      On August 20, 1996 the partnership acquired, subject to a leveraged lease,
the  residual  interest in an  aircraft.  The  aircraft  is a McDonnell  Douglas
DC-10-30F  currently  on  lease to  Federal  Express.  The  purchase  price  was
$40,973,585, consisting of $6,000,000 in cash and the assumption of non-recourse
senior debt of $26,217,294 and non-recourse junior debt of $8,756,291.

      On December  31,  1996 the  Partnership  acquired,  subject to a leveraged
lease,  the residual  interest in an aircraft.  The aircraft is a 1976 McDonnell
Douglas DC-10-30 currently on lease to Continental Airlines.  The purchase price
was  $11,320,923,  consisting  of  $2,104,262  in  cash  and the  assumption  of
non-recourse senior debt of $9,216,661.

The net  investment  in leveraged  leases as of March 31, 1997  consisted of the
following:

      Non-cancelable minimum rents receivable (net of
        principal and interest on non-recourse debt)    $        910,000
      Estimated unguaranteed residual values                  24,818,000
      Initial direct costs                                     1,428,392
      Unearned income                                        (16,858,255)
                                                        ----------------
                                                        $     10,298,137

      Unearned income is recognized  from leveraged  leases over the life of the
lease at a constant rate of return on the positive net investment.

      Prior to the acquisition of the Federal Express transaction, the free cash
flow,  the rent in  excess of the  senior  debt  payments,  was  financed  by an
affiliated  partnership,  ICON Cash Flow Partners,  L.P.,  Series D, (i.e.,  the
junior debt). On January 29, 1997, the  Partnership  refinanced a portion of the
junior debt with a third party.

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

3.    Related Party Transactions

      Fees and other expenses paid or accrued by the  Partnership to the General
Partner or its  affiliates  for the three  months  ended March 31, 1997 and 1996
were as follows:
<TABLE>

                                              1997             1996
                                              ----             ----

<S>                                     <C>               <C>              <C>                 
Underwriting commissions                $    111,761      $    179,419     Charged to Equity
Organization and offering                    195,582           313,200     Charged to Equity
Acquisition fees                           1,314,893           146,767     Capitalized
Management fees                              357,477            13,436     Charged to operations
Administrative expense
 reimbursements                              151,194             5,898     Charged to operations
                                        ------------      ------------

Total                                   $  2,130,907      $    658,720
                                        ============      ============
</TABLE>

      On  March  11,  1997,  the  Partnership   borrowed  $4,250,000  from  ICON
Receivables  1997-A LLC ("1997- A"), an affiliate of the  Partnership  (see Note
4). This is a short term note,  which  bears  interest at the rate of Libor plus
1.5% and is paid from the  Partnership's  share of cash flow and  securitization
proceeds from the equipment lease and finance receivables.

4.    Investment in Joint Venture

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

      On March 11, 1997,  the  Partnership  and two  affiliates,  ICON Cash Flow
Partners,  L.P.,  Series D and ICON Cash Flow Partners  L.P. Six,  (collectively
"the Members"),  contributed and assigned $6,582,150,  $5,794,273 and $6,712,631
in equipment  lease and finance  receivables and residuals with a net book value
of  $5,465,238,  $4,874,857 and  $5,553,962,  respectively  to ICON  Receivables
1997-A LLC  ("1997-A"),  a special  purpose entity  created by the Members.  The
Members received a 34.39%, 30.67% and 34.94% interest,  respectively,  in 1997-A
based on the present value of their related contributions. 1997-A was formed for
the purpose of originating new leases, managing existing contributed assets and,
eventually,  securitizing its portfolio. In order to fund the acquisition of new
leases,   1997-A  obtained  a  warehouse   borrowing  facility  from  Prudential
Securities Credit  Corporation (the  "Facility").  Borrowings under the Facility
are  based  on the  present  value  of the  new  leases,  provided  that  in the
aggregate, the amount outstanding cannot exceed $20,000,000. Outstanding amounts
under the  Facility  bear  interest  equal to Libor  plus 1.5%.  Collections  of
receivables from new leases are used to pay down the Facility,  however,  in the
event of a default,  all of 1997- A's assets are available to cure such default.
The net proceeds from the expected  securitization  of these assets will be used
to pay-off the remaining  Facility  balance and the  remaining  proceeds will be
distributed to the Members in accordance with their  membership  interests.  The
Partnership accounts for its investment in 1997- A under the equity method.




<PAGE>



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

             Notes to Consolidated Financial Statements - Continued

      Information  as to the  financial  position and results of  operations  of
1997-A as of and for the quarter ended March 31, 1997 is summarized below:

                                          March 31, 1997

          Assets                        $      23,430,264
                                        =================

          Liabilities                   $       7,475,691
                                        =================

          Equity                        $      15,954,573
                                        =================

                                       Three Months Ended
                                         March 31, 1997

          Net income                    $          60,516
                                        =================




<PAGE>



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


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

              ICON Cash Flow Partners L.P. Seven (the  "Partnership") was formed
on May 23, 1995 as a Delaware  limited  partnership.  The Partnership  commenced
business  operations  on its initial  closing date,  January 19, 1996,  with the
admission of 26,367.95  limited  partnership units at $100 per unit representing
$2,636,795.17  of capital  contributions.  Through  March 31,  1997,  305,053.03
additional  units were  subscribed  to,  bringing  the total  units and  capital
subscriptions to 331,420.98 and $33,142,098, respectively.

              The  Partnership's  portfolio  consisted  of a net  investment  in
finance  leases,  leveraged  leases,  equity  investment  in joint  venture  and
financings  representing  78%, 14%, 7% and 1% of total  investments at March 31,
1997, respectively and 95%, 0%, 0% and 5% at March 31, 1996, respectively.

              For the three months ended March 31, 1997 and 1996 the Partnership
leased  or  financed   equipment  with  an  initial  cost  of  $44,009,376   and
$4,894,1546,  respectively to 15 and 9 lessees or equipment users  respectively.
The weighted average initial transaction term for each year was 44 and 38 months
respectively.

Results of Operations for the Three Months Ended March 31, 1997 and 1996

              Revenue for the three months ended March 31, 1997 were $1,558,019,
representing  an  increase of  $1,482,884  from 1996.  The  increase in revenues
resulted primarily from an increase in finance income of $1,050,175, an increase
in income from leveraged leases,  of $380,630,  an increase in net gain on sales
or  remarketing  of  equipment  of $32,891 and an increase in income from equity
investment in joint venture of $20,808. These increases were partially offset by
a decrease  in  interest  income and other of $1,620.  The  increase  in finance
income resulted from the increase in the average size of the portfolio from 1996
to 1997.  Income from  leveraged  leases,  and income from equity  investment in
joint venture increased due to the Partnership's  increased  investment in these
types  of  transactions.  The net  gain on sales  or  remarketing  of  equipment
increased  due to the early  termination  of a financing  transaction.  Interest
income and other  decreased  due to a decrease in the average  cash balance from
1996 to 1997.

              Expenses   for  the  three   months  ended  March  31,  1997  were
$1,432,476,  representing  an increase of $1,364,200  from 1996. The increase in
expenses was due to an increase in interest expense of $539,644,  an increase in
management fees of $344,041, an increase in amortization of initial direct costs
of $301,372, an increase in administrative  expense  reimbursements of $145,296,
an increase in general and administrative  expense of $32,753 and an increase in
minority interest in joint venture of $1,094.  Interest expense increased due to
an increase in the average debt outstanding from 1996 to 1997.  Management fees,
amortization of initial direct costs,  administrative  expense reimbursement and
general and  administrative  expense increased due to an increase in the average
size of the portfolio from 1996 to 1997.

              Net income for the three  months ended March 31, 1997 and 1996 was
$125,543 and $6,859,  respectively.  The net income per weighted average limited
partnership unit was $0.40 and $0.15, respectively.



<PAGE>



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

Liquidity and Capital Resources

              The  Partnership's  primary  sources of funds for the three months
ended  March  31,  1997 and 1996 were  capital  contributions,  net of  offering
expenses, of $4,833,663 and $7,740,504, from limited partners, respectively, net
cash provided by operations of $256,944 in 1996, proceeds from sale of equipment
of $1,793,586 in 1997 and proceeds  from  affiliate  note of $4,250,000 in 1997.
These funds were used to make payments on  borrowings,  fund cash  distributions
and to  purchase  equipment.  The  Partnership  intends to  purchase  additional
equipment  and fund cash  distributions  utilizing  capital  contributions  cash
provided by operations, proceeds from sales of equipment and borrowings.

              Cash  distributions to limited partners for the three months ended
March 31, 1997 and 1996, which were paid monthly,  totaled $767,568 and $48,957,
respectively,  of which $124,288 and $6,790 was  investment  income and $643,280
and $42,167 was a return of capital,  respectively.  The monthly annualized cash
distributions  rate to limited  partners was 9.8% and 4.4% of which 1.6% and .6%
was investment  income and 8.2% and 3.8% was a return of capital,  respectively.
The limited partner  distribution  per weighted average unit outstanding for the
three months ended March 31, 1997 and 1996 was $2.45 and $1.09, respectively, of
which  $.40 and $.15 was  investment  income  and $2.05 and $.94 was a return of
capital, respectively.

              On March 11, 1997, the Partnership  and two affiliates,  ICON Cash
Flow  Partners,   L.P.,   Series  D  and  ICON  Cash  Flow  Partners  L.P.  Six,
(collectively "the Members"),  contributed and assigned  $6,582,150,  $5,794,273
and $6,712,631 in equipment  lease and finance  receivables and residuals with a
net book value of $5,465,238,  $4,874,857 and  $5,553,962,  respectively to ICON
Receivables  1997-A LLC  ("1997-A"),  a special  purpose  entity  created by the
Members.   The  Members   received  a  34.39%,   30.67%  and  34.94%   interest,
respectively,   in  1997-A  based  on  the  present   value  of  their   related
contributions.  1997-A was formed for the  purpose of  originating  new  leases,
managing  existing   contributed  assets  and,   eventually,   securitizing  its
portfolio.  In order to fund the  acquisition of new leases,  1997-A  obtained a
warehouse borrowing facility from Prudential  Securities Credit Corporation (the
"Facility"). Borrowings under the Facility are based on the present value of the
new leases, provided that in the aggregate, the amount outstanding cannot exceed
$20,000,000. Outstanding amounts under the Facility bear interest equal to Libor
plus 1.5%.  Collections of receivables  from new leases are used to pay down the
Facility,  however,  in the  event of a  default,  all of  1997-A's  assets  are
available  to  cure  such   default.   The  net   proceeds   from  the  expected
securitization  of these assets will be used to pay-off the  remaining  Facility
balance  and the  remaining  proceeds  will be  distributed  to the  Members  in
accordance with their  membership  interests.  The Partnership  accounts for its
investment in 1997-A under the equity method.

              As of March 31, 1997,  except as noted above,  there were no known
trends or demands, commitments, events or uncertainties which are likely to have
any material effect on liquidity. As cash is realized from operations,  sales of
equipment and borrowings,  the Partnership  will invest in equipment  leases and
financings  where it deems it to be prudent while  retaining  sufficient cash to
meet its reserve requirements and recurring obligations as they become due.



<PAGE>



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


PART II  - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

No reports on Form 8-K were filed by the  Partnership  during the quarter  ended
March 31, 1997.



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



                                   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
                                 File No. 33-94458 (Registrant)
                                 By its General Partner,
                                 ICON Capital Corp.




May 27, 1997                     Gary N. Silverhardt
------------                     -----------------------------------------------
   Date                          Gary N. Silverhardt
                                 Chief Financial Officer
                                 (Principal financial and account officer
                                 of the General Partner of the Registrant)




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