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                         September 30, 1998
                     -----------------------------------------------------------

[    ]  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 Identification Number)
incorporation or organization)


              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)

                           Consolidated Balance Sheets

                                   (unaudited)
<TABLE>

                                                       September 30,     December 31,
                                                           1998              1997
                                                           ----              ----

       Assets

<S>                                                    <C>              <C>          
Cash ...............................................   $   9,639,243    $   4,516,385
                                                       -------------    -------------

Investment in finance leases
   Minimum rents receivable ........................     132,335,474       89,824,617
   Estimated unguaranteed residual values ..........      81,425,308       33,168,213
   Initial direct costs ............................       4,578,629        2,851,751
   Unearned income .................................     (42,904,130)     (23,581,783)
   Allowance for doubtful accounts .................        (868,450)        (155,000)
                                                       -------------    -------------

                                                         174,566,831      102,107,798

Investment in estimated unguaranteed residual values      26,531,664       26,531,664
                                                       -------------    -------------

Net investment in leveraged leases .................      12,203,459       11,146,488
                                                       -------------    -------------

Equity investment in joint ventures ................       1,855,076        1,828,454
                                                       -------------    -------------

Investment in financings
   Receivables due in installments .................       1,059,694          906,283
   Initial direct costs ............................           2,480           16,480
   Unearned income .................................        (382,006)        (197,918)
   Allowance for doubtful accounts .................          (8,772)         (22,222)
                                                       -------------    -------------

                                                             671,396          702,623
                                                       -------------    -------------

Accounts receivable from affiliates, net ...........       2,097,438             --
                                                       -------------    -------------

Other assets .......................................       1,368,523        1,046,030
                                                       -------------    -------------

Total assets .......................................   $ 228,933,630    $ 147,879,442
                                                       =============    =============
</TABLE>



                                                        (continued on next page)


<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                   (unaudited)
<TABLE>

                                                          September 30,     December 31,
                                                              1998              1997
                                                              ----              ----

       Liabilities and Partners' Equity

<S>                                                       <C>              <C>          
Notes payable - non-recourse ..........................   $ 132,313,716    $  90,575,890
Note payable - recourse ...............................       9,740,052       10,075,000
Security deposits and deferred credits ................       4,097,420           29,162
Accounts payable-equipment ............................       3,833,213        1,011,196
Accounts payable ......................................         382,714          238,586
Minority interest in joint venture ....................          23,708           20,335
Accounts payable to General Partner and affiliates, net            --             28,150
                                                          -------------    -------------
                                                            150,390,823      101,978,319

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ....................................         (76,198)         (23,323)
   Limited partners (997,771.19 and 559,842.19 units
     outstanding, $100 per unit original
     issue price in 1998 and 1997, respectively) ......      78,619,005       45,924,446
                                                          -------------    -------------

     Total partners' equity ...........................      78,542,807       45,901,123
                                                          -------------    -------------

Total liabilities and partners' equity ................   $ 228,933,630    $ 147,879,442
                                                          =============    =============
</TABLE>















See accompanying notes to unaudited consolidated financial statements.



<PAGE>


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

                      Consolidated Statements of Operations

                                   (unaudited)
<TABLE>

                                              For the Three Months         For the Nine Months
                                               Ended September 30,         Ended September 30,
                                               1998          1997          1998          1997
                                               ----          ----          ----          ----
Revenues

<S>                                       <C>            <C>           <C>           <C>        
   Finance income .....................   $ 5,162,423    $ 1,343,030   $10,746,071   $ 3,763,236
   Income from leveraged leases, net ..       357,809        224,370     1,056,971       976,683
   Net gain on sales or remarketing
     of equipment .....................       130,533           --         138,620        39,180
   Interest income and other ..........       121,510         33,399       289,022        73,906
   Income (loss) from equity investment
     in joint ventures ................       (93,913)       129,224       161,466       283,957
                                          -----------    -----------   -----------   -----------

   Total revenues .....................     5,678,362      1,730,023    12,392,150     5,136,962
                                          -----------    -----------   -----------   -----------

Expenses

   Interest ...........................     2,870,179        853,458     5,937,845     2,343,034
   Management fees - General Partner ..       626,826        416,990     1,718,880     1,084,619
   Amortization of initial direct costs       584,990         97,268     1,407,631       703,189
   Provision for bad debts ............       300,000         75,000       700,000       150,000
   Administrative expense
     reimbursements - General Partner .       260,099        175,262       730,252       463,634
   General and administrative .........       112,396         44,629       337,791       153,979
   Minority interest in joint venture .         1,134          1,096         3,373         3,275
                                          -----------    -----------   -----------   -----------

   Total expenses .....................     4,755,624      1,663,703    10,835,772     4,901,730
                                          -----------    -----------   -----------   -----------

Net income ............................   $   922,738    $    66,320   $ 1,556,378   $   235,232
                                          ===========    ===========   ===========   ===========

Net income allocable to:
   Limited partners ...................   $   913,511    $    65,657   $ 1,540,814   $   232,880
   General Partner ....................         9,227            663        15,564         2,352
                                          -----------    -----------   -----------   -----------

                                          $   922,738    $    66,320   $ 1,556,378   $   235,232
                                          ===========    ===========   ===========   ===========

Weighted average number of limited
   partnership units outstanding ......       966,080        450,393       812,471       377,934
                                          ===========    ===========   ===========   ===========

Net income per weighted average
   limited partnership unit ...........   $       .95    $       .15   $      1.90   $       .62
                                          ===========    ===========   ===========   ===========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


<PAGE>




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

             Consolidated Statements of Changes in Partners' Equity

          For the Nine Months Ended September 30, 1998, the Years Ended
           December 31, 1997 and 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 .............   $ 8.18          $ 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 (285,927.35 units)                                      28,592,735            --        28,592,735
                                                            
Sales and                                                   
   offering expenses .......                                     (3,862,277)           --        (3,862,277)
                                                            
Limited partnership units                                   
   redeemed (1,625.63 units)                                       (155,815)           --          (155,815)
</TABLE>
                                                            
                                                        (continued on next page)
                                                            
                                                      
<PAGE>


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

              Statements of Changes in Partners' Equity (Continued)

             For     the Nine Months Ended  September 30, 1998,  the Years Ended
                     December 31, 1997 and 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)

Cash distributions
<S>                              <C>             <C>               <C>                <C>          <C>        
   to partners ...............   $4.41           $6.34             (4,147,829)        (41,125)     (4,188,954)
                                                               
Net income ...................                                      2,623,084          26,496       2,649,580
                                                                 ------------    ------------    ------------
                                                               
Balance at                                                     
   December 31, 1997 .........                                     45,924,446         (23,323)     45,901,123
                                                               
Proceeds from issuance                                         
   of limited partnership                                      
   units (438,529.00 units) ..                                     43,852,900            --        43,852,900
                                                               
Sales and offering expenses ..                                     (5,920,141)           --        (5,920,141)
                                                               
Cash distributions to partners   $6.23           $1.83             (6,775,428)        (68,439)     (6,843,867)
                                                               
Limited partnership units                                      
   redeemed (600 units) ......                                         (3,586)           --            (3,586)
                                                               
Net income ...................                                      1,540,814          15,564       1,556,378
                                                                 ------------    ------------    ------------
                                                               
Balance at September 30, 1998                                    $ 78,619,005    $    (76,198)   $ 78,542,807
                                                                 ============    ============    ============
</TABLE>
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                        




See accompanying notes to unaudited 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>

                                                                       1998            1997
                                                                       ----            ----
Cash flows from operating activities:
<S>                                                                <C>             <C>         
   Net income ..................................................   $  1,556,378    $    235,232
                                                                   ------------    ------------
   Adjustments to reconcile net income to
    net cash provided by operating activities:
      Finance income portion of receivables paid directly
        to lenders by lessees ..................................     (9,556,104)     (3,494,021)
      Amortization of initial direct costs .....................      1,407,631         703,189
      Net gain on sales or remarketing of equipment ............       (138,620)        (39,180)
      Interest expense on non-recourse financing paid
        directly by lessees ....................................      5,869,659       2,162,685
      Collection of principal  - non-financed receivables ......        836,694         486,039
      Allowance for doubtful accounts ..........................        700,000         102,222
      Distribution from equity investment in joint ventures ....        518,804       4,889,804
      Income from equity investment in joint ventures ..........       (161,466)       (283,957)
      Income from leveraged leases, net ........................     (1,056,971)       (976,683)
      Change in operating assets and liabilities:
         Security deposits and deferred credits ................      4,068,258          11,486
         Accounts payable ......................................        144,128         (20,778)
         Minority interest in joint venture ....................          3,373           3,275
         Accounts receivable from affiliates, net ..............     (2,097,438)           --
         Other assets ..........................................       (322,493)       (629,768)
         Accounts payable to General Partner and affiliates, net        (28,150)        (22,554)
         Other, net ............................................       (671,136)       (479,229)
                                                                   ------------    ------------

           Total adjustments ...................................       (483,831)      2,412,530
                                                                   ------------    ------------

        Net cash provided by operating activities ..............      1,072,547       2,647,762
                                                                   ------------    ------------

Cash flows from investing activities:
   Proceeds from sale of equipment .............................      1,328,835       2,166,777
   Equipment and receivables purchased .........................    (24,563,083)    (12,601,899)
   Initial direct costs ........................................     (2,727,349)     (2,064,530)
   Investment in joint ventures ................................       (383,960)       (500,000)
                                                                   ------------    ------------

         Net cash used in investing activities .................    (26,345,557)    (12,999,652)
                                                                   ------------    ------------
</TABLE>


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

                     For the Nine Months Ended September 30,

                                   (unaudited)
<TABLE>

                                                                          1998            1997
                                                                          ----            ----

Cash flows from financing activities:
<S>                                                                    <C>             <C>       
   Issuance of limited partnership units, net of offering expenses     37,932,759      16,828,246
   Proceeds from recourse notes payable ..........................      2,181,892            --
   Principal payments on notes payable - recourse ................     (2,516,840)     (2,150,000)
   Principal payments on non-recourse notes ......................       (354,490)           --
   Cash distributions to partners ................................     (6,843,867)     (2,808,685)
   Redeemed units ................................................         (3,586)           --
   Proceeds from affiliate loan ..................................           --         4,250,000
   Principal payments on affiliate loan ..........................           --        (4,250,000)
                                                                     ------------    ------------

         Net cash provided by financing activities ...............     30,395,868      11,869,561
                                                                     ------------    ------------

Net increase in cash .............................................      5,122,858       1,517,671

Cash at beginning of period ......................................      4,516,385         698,301
                                                                     ------------    ------------

Cash at end of period ............................................   $  9,639,243    $  2,215,972
                                                                     ============    ============

</TABLE>

















See accompanying notes to unaudited consolidated 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 nine months ended September 30, 1998 and 1997, non-cash activities
included the following:

<TABLE>

                                                                    1998            1997
                                                                    ----            ----

Fair value of equipment and receivables
<S>                                                            <C>             <C>          
   purchased for debt and payables .........................   $(67,592,278)   $(62,862,382)
Non-recourse notes payable assumed in
   purchase price ..........................................     63,759,065      62,862,382
Accounts payable - equipment ...............................      3,833,213            --

Principal and interest on direct
   finance receivables paid directly
   to lenders by lessees ...................................     26,984,407      15,043,476
Principal and interest on non-recourse
   financing paid directly to lenders
   by lessees ..............................................    (26,984,407)    (15,043,476)

Decrease in investment in finance leases due to terminations        552,002            --
Decrease in notes payable non-recourse due to terminations .       (552,002)           --

Decrease in investments in finance leases and financings
   due to contributions to joint venture ...................           --         6,150,460
Increase in equity investment in joint venture .............           --        (6,150,460)
                                                               ------------    ------------

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

      Interest  expense of $5,937,845  and  $2,343,034 for the nine months ended
September  30,  1998 and 1997  consisted  of  interest  expense on  non-recourse
financing  paid or accrued  directly  to lenders  by lessees of  $5,869,659  and
$2,162,685,   respectively,   and  other   interest  of  $68,186  and  $180,349,
respectively.



<PAGE>


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

              Notes to Unaudited Consolidated Financial Statements

                               September 30, 1998

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 presented 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 1997 Annual Report
on Form 10-K.

2.     Redemption of Limited Partnership Units

       The  General  Partner  consented  to the  Partnership  redeeming  limited
partnership  units  during  the  nine  months  ended  September  30,  1998.  The
redemption amount was calculated  following the specified  redemption formula as
per the Partnership  agreement.  Redeemed units have no voting rights and do not
share in  distributions.  The Partnership  agreement  limits the number of units
which can be redeemed in any one year and  redeemed  units may not be  reissued.
Redeemed  limited  partnership  units  are  accounted  for as a  reduction  from
partners equity.

3.    Related Party Transactions

      Fees and other expenses paid or accrued by the  Partnership to the General
Partner or its affiliates for the nine months ended  September 30, 1998 and 1997
were as follows:

                                 1998         1997
                                 ----         ----

Underwriting commissions    $    877,058  $    389,092  Charged to Equity
Organization and offering      1,534,851       680,910  Charged to Equity
Acquisition fees               2,727,349     2,064,530  Capitalized
Management fees                1,718,880     1,084,619  Charged to operations
Administrative expense
 reimbursements                  730,252       463,634  Charged to operations
                            ------------  ------------

Total                       $  7,588,390  $  4,682,785
                            ============  ============

      The Partnership and affiliates formed three joint ventures for the purpose
of acquiring and managing various assets. (See Note 5 for additional information
relating to the joint ventures.)

4.  Year 2000

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

     The Partnership uses computer  information  systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General  Partner's primary computer  information  systems are provided by
third parties vendors. The General Partner has formally  communicated with these
vendors and has received  assurance that their programs are Year 2000 compliant.
In addition,  the General Partner has gathered  information  about the Year 2000
readiness of  significant  vendors and  third-party  servicers  and continues to
monitor  developments  in this area.  All of the  General  Partner's  peripheral
computer  technologies,  such as its  network  operating  system and third party
software  applications,  including  payroll  and  electronic  banking  have been
evaluated and have been found to be Year 2000 compliant.  The ultimate impact of
<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

the Year 2000  issue on the  Partnership  will  depend to a great  extent on the
manner in which the issue is addressed by the Partnership's lessees. Each of the
Partnership's  lessees will have a material  self interest in resolving any Year
2000 issue, however, non-compliance on the part of a lessee could result in lost
or  delayed  revenues  to the  Partnership.  The  effect  of  this  risk  to the
Partnership is not  determinable.

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

5.    Net Investment in Leveraged Leases

      In August 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 $34,973,585 in non-recourse debt.

      In December 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  $9,216,661 in  non-recourse
debt.

The net investment in leveraged leases as of September 30, 1998 consisted of the
following:

Non-cancelable minimum rents receivable (net of
  principal and interest on non-recourse debt)    $       --
Estimated unguaranteed residual values ........     24,818,001
Initial direct costs ..........................      1,038,956
Unearned income ...............................    (13,653,498)
                                                  ------------
                                                  $ 12,203,459

      The non-cancelable rents are being paid directly to the lenders to satisfy
the principal and interest on the non-recourse debt assumed.

6.    Investment in Joint Ventures

      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.

ICON Cash Flow L.L.C. III

      In  December  1996,  the  Partnership  and an  affiliate,  ICON  Cash Flow
Partners,  L.P., Series E ("Series E") formed ICON Cash Flow Partners L.L.C. III
("ICON LLC III"),  for the purpose of acquiring  and  managing an aircraft.  The
Partnership  and Series E  contributed  99% and 1% of the cash received for such
acquisitions,  respectively,  to ICON  Cash  Flow  LLC  III.  The  Partnership's
consolidated  financial statements include 100% of the assets and liabilities of
ICON Cash Flow L.L.C. III, while Series E's minority interest has been reflected
as a liability on the consolidated balance sheets.



<PAGE>



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

        Notes to Unaudited Consolidated Financial Statements - Continued

ICON Receivables 1997-A L.L.C.

      In March 1997 the  Partnership,  ICON Cash Flow  Partners,  L.P.  Series D
("Series D") and ICON Cash Flow Partners L.P. Six ("L.P.  Six")  contributed and
assigned  equipment  lease  and  finance   receivables  and  residuals  to  ICON
Receivables 1997-A L.L.C.  ("1997-A"),  a special purpose entity created for the
purpose of originating new leases,  managing  existing  contributed  assets and,
eventually, securitizing its portfolio.

     In September 1997 Series E and L.P. Six contributed and assigned additional
equipment  lease  and  finance   receivables   and  residuals  to  1997-A.   The
Partnership, Series D, Series E and L.P. Six (collectively the "1997-A Members")
received a 19.97%, 17.81%, 31.19% and 31.03% interest,  respectively,  in 1997-A
based on the present value of their related contributions.

Information as to the unaudited  financial position and results of operations of
1997-A as of and for the nine months  ended  September  30,  1998 is  summarized
below:

                                                            September 30, 1998

Assets ......................................................   $37,097,268
                                                                ===========

Liabilities .................................................   $31,058,715
                                                                ===========

Equity ......................................................   $ 5,229,748
                                                                ===========

                                                             Nine Months Ended
                                                            September 30, 1998

Net income ..................................................   $   808,805
                                                                ===========

ICON Receivables 1997-B L.L.C.

     In  August  1997  the  Partnership,  Series  E and  L.P.  Six  formed  ICON
Receivables 1997-B L.L.C.  ("1997-B"),  a special purpose entity created for the
purpose of originating  leases and securitizing its portfolio.  The Partnership,
Series E and L.P. Six (collectively the "1997-B members")  contributed $500,100,
$2,250,000  and  $249,900  to 1997-B on August 19,  1997 and  received a 16.67%,
75.00% and 8.38% interest, respectively, in 1997-B based on their contributions.
On July 30, 1998,  ICON Holdings Corp.  ("Holdings"),  the parent of the General
Partner  and  1997-B   completed  an   equipment   lease   securitization.   The
securitization  is comprised  of two senior  notes,  issued from ICON  Equipment
Lease  Trust  1998  S-1  (Holdings)  and ICON  Equipment  Lease  Trust  1998 S-2
(1997-B). The net proceeds from the securitization totaled $40,806,901, of which
$30,850,936  was used to pay down  1997-B's  warehouse  line of credit,  and the
remaining proceeds, after establishing reserves for expenses, were


<PAGE>


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

        Notes to Unaudited Consolidated Financial Statements - Continued

distributed  to the  1997-B  Members  based on their  respective  interests.  In
connection  with the  securitization,  1997-B became the  beneficial  owner of a
trust.  The trustee for the trust is  Manufacturers  and Traders  Trust  Company
("M&T"). In conjunction with this  securitization,  the portfolio as well as the
General Partner's  servicing  capabilities were rated by Duff & Phelps and Fitch
IBCA,  both nationally  recognized  rating  agencies.  The General  Partner,  as
servicer, is responsible for managing, servicing, reporting on and administering
the portfolio.  1997-B remits all monies received from the portfolio to M&T. M&T
is responsible for disbursing to the noteholders their respective  principal and
interest  (91.5% of  projected  cash  flows)  and to 1997-B  the  excess of cash
collected over debt service (8.5% of projected cash flows after any  write-offs)
from the  portfolio.  The  1997-B  Members  receive  their pro rata share of any
excess cash on a monthly basis from 1997-B.  The Partnership's  share of the net
proceeds from the securitization totaled $333,400.

Information as to the unaudited  financial position and results of operations of
1997-B at September 30, 1998 is summarized below:

                                                          September 30, 1998

Assets .....................................................   $43,328,524
                                                               ===========

Liabilities ................................................   $40,559,157
                                                               ===========

Equity .....................................................   $ 2,969,367
                                                               ===========

                                                           Nine Months Ended
                                                           September 30, 1998

Net income ................................................   $       834
                                                               ===========



<PAGE>


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

                               September 30, 1998

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

     The  Partnership  was  formed  on  May  23,  1995  as  a  Delaware  limited
partnership  and  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.  Between
January  19,  1996  and  December  31,  1996,  249,172.52  units  were  admitted
representing  $24,917,252 of capital  contributions.  In 1997,  285,927.35 units
were admitted  representing  $28,592,735 of capital contributions while 1,625.63
units were  redeemed.  From  January 1, 1998 to  September  16,  1998 (the final
closing  date),  438,529.00  units were  admitted  representing  $43,852,900  of
capital  contributions  while 600 units were redeemed,  bringing the total units
and capital subscriptions to 997,771.19 and $99,777,119, respectively.

     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases,   estimated  unguaranteed  residual  values,  leveraged  leases,  equity
investment in joint ventures and financings representing 81%, 12%, 5%, 1% and 1%
of total  investments at September 30, 1998,  respectively and 71%, 13%, 10%, 5%
and 1% at September 30, 1997, respectively.

Results of Operations

Three Months Ended September 30, 1998 and 1997

     For the three  months  ended  September  30, 1998 and 1997 the  Partnership
leased or financed equipment with an initial cost of $9,260,343 and $12,121,225,
respectively to 5 and 6 lessees or equipment users respectively.

     Revenue for the three  months  ended  September  30, 1998 were  $5,678,362,
representing  an  increase  of  $3,948,339  or 228% from 1997.  The  increase in
revenues resulted  primarily from an increase in finance income of $3,819,393 or
284%,  an  increase  in income  from  leveraged  leases of  $133,439  or 59%, an
increase in net gain on sales or  remarketing  of  equipment  of $130,533 and an
increase in interest  income and other of $88,111 or 264%.  These increases were
partially  offset  by a  decrease  in income  from  equity  investment  in joint
ventures of $223,137 or 173% from 1997. The increase in finance income  resulted
from the increase in the average size of the portfolio from 1997 to 1998. Income
from leveraged leases increased due to the Partnership's increased investment in
leveraged lease  transactions.  The net gain on sale or remarketing of equipment
increased  due  primarily to gains on early  terminations.  Interest  income and
other  increased  due primarily to an increase in average cash balance from 1997
to 1998.  Income from  equity  investment  in joint  ventures  decreased  due to
1997-B's increase in provision for bad debts from 1997 to 1998.

     Expenses  for the three months ended  September  30, 1998 were  $4,755,624,
representing  an  increase  of  $3,091,921  or 185% from 1997.  The  increase in
expenses was due to an increase in interest  expense of  $2,016,721  or 236%, an
increase in  amortization  of initial  direct costs of $487,722,  an increase in
provision of bad debts of $225,000,  an increase in management  fees of $209,836
or 50%, an increase in administrative  expense reimbursements of $84,837 or 48%,
an increase in general and administrative  expense of $67,767 and an increase in
minority interest in joint venture of $38. Interest expense


<PAGE>


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

                               September 30, 1998

increased  due to an increase  in average  debt  outstanding  from 1997 to 1998.
Amortization of initial direct costs,  management fees,  administrative  expense
reimbursement  and  general  and  administrative  expense  increased  due  to an
increase in the average size of the portfolio  from 1997 to 1998. As a result of
a growth in receivables,  an analysis of  delinquency,  an assessment of overall
risk and a review  of  historical  loss  experience,  it was  determined  that a
$300,000  provision  for bad  debts was  required  for the  three  months  ended
September 30. 1998.

     Net income  for the three  months  ended  September  30,  1998 and 1997 was
$922,738 and $66,320,  respectively. The net income per weighted average limited
partnership unit was $.95 and $.15, respectively.

Nine Months Ended September 30, 1998 and 1997

     For the nine  months  ended  September  30,  1998 and 1997 the  Partnership
leased  or  financed   equipment  with  an  initial  cost  of  $90,911,644   and
$56,130,601, respectively to 150 and 21 lessees or equipment users respectively.
The  weighed  average  initial  transaction  term for each  period was 54 and 51
months respectively.

     Revenues for the nine months  ended  September  30, 1998 were  $12,392,150,
representing  an  increase  of  $7,255,188  or 141% from 1997.  The  increase in
revenues  resulted  from an  increase  in  financing  income of  $6,982,835,  an
increase in interest  income and other of  $215,116,  an increase in net gain on
sales or  remarketing  of  equipment  of $99,440  and an increase in income from
leveraged  leases of $80,288 or 8%. These  increases were partially  offset by a
decrease in income from equity  investment in joint  ventures of $122,491 or 43%
from 1997.  The  increase in finance  income  resulted  from the increase in the
average  size of the  portfolio  from 1997 to 1998.  Interest  income  and other
increased primarily as a result of the increase in the average cash balance from
1997 to 1998. The net gain on sales or  remarketing  of equipment  increased due
primarily to gains on early terminations. Income from leveraged leases increased
due to the Partnership's  increased investment in leveraged leases.  Income from
equity  investment  in joint  ventures  decreased  due to  1997-B's  increase in
provision for bad debts from 1997 to 1998.

     Expenses for the nine months  ended  September  30, 1998 were  $10,835,772,
representing  an  increase  of  $5,934,042  or 121% from 1997.  The  increase in
expenses was due to the increase in interest expense of $3,594,811,  an increase
in  amortization  of initial  direct  costs of $704,441 or 100%,  an increase in
management  fees of $634,261 or 58%,  an increase in  provision  for bad debt of
$550,000,  an increase in administrative  expense  reimbursements of $266,618 or
58%,  an  increase in general  and  administrative  expense of  $183,812  and an
increase  in  minority  interest  in  joint  venture  of $98.  Interest  expense
increased due to an increase in the average debt  outstanding from 1997 to 1998.
Management fees,  amortization of initial direct costs,  administrative  expense
reimbursement  and  general  and  administrative  expenses  increased  due to an
increase in the average size of the portfolio  from 1997 to 1998. As a result of
a growth in receivables,  an analysis of  delinquency,  an assessment of overall
risk and a review  of  historical  loss  experience,  it was  determined  that a
$550,000  and $75,000  provision  for bad debts was required for the nine months
ended September 30, 1998 and 1997, respectively.



<PAGE>


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

                               September 30, 1998

     Net  income  for the nine  months  ended  September  30,  1998 and 1997 was
$1,556,378  and  $235,232,  respectively.  The net  income per  weighed  average
limited partnership unit was $1.90 and $.62, respectively.

Liquidity and Capital Resources

     The  Partnership's  primary  sources  of funds  for the nine  months  ended
September  30,  1998  and  1997  were  capital  contributions,  net of  offering
expenses, of $37,932,759 and $16,828,246,  respectively,  proceeds from sales of
equipment of  $1,328,835  and  $2,166,777,  respectively,  and cash  provided by
operations of $1,072,547 and $2,647,762,  respectively. 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 nine months ended September
30, 1998 and 1997, which were paid monthly,  totaled  $6,775,428 and $1,685,232,
respectively,  of which  $1,540,814  and  $232,880  was  investment  income  and
$5,234,614  and $1,452,352  was a return of capital,  respectively.  The monthly
annualized cash  distribution  rate to limited  partners was 10.75% for 1998 and
1997,  of which 2.44% and 1.5% was  investment  income and 8.31% and 9.25% was a
return of capital  respectively,  calculated as a percentage  of each  partner's
initial  capital  contribution.  The limited partner  distribution  per weighted
average unit  outstanding  for the nine months ended September 30, 1998 and 1997
was $8.06,  of which $1.83 and $1.11 was  investment  income and $6.23 and $6.95
was a return of capital, respectively.

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

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

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

     As of September 30, 1998, except as noted above, there were no known trends
or demands,  commitments,  events or uncertainties  which are likely to have any
material  effect on liquidity.  As cash is realized from capital  contributions,
operations,  sales of equipment and borrowings,  the Partnership  will invest in
equipment leases and financings and fund cash distributions 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
September 30, 1998.



<PAGE>


                       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.



   February 18, 1999          /s/ Kevin F. Redmond
----------------------        --------------------------------------------------
         Date                 Kevin F. Redmond
                              Vice President and Chief Financial Officer
                              (Principal financial and account officer
                              of the General Partner of the Registrant)




                                
<PAGE>