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, 1996
                     --------------------------------------------------------

[  ]    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>
<S>                                                              <C>               <C>    

                                                             September 30,      December 31,
                                                                1996               1995
       Assets

Cash                                                        $    3,313,316    $        2,000
Cash in escrow                                                    -                 1,348,143
                                                            --------------    ---------------
                                                                 3,313,316          1,350,143
                                                            --------------    ---------------

Investment in finance leases
   Minimum rents receivable                                      6,931,381          -
   Estimated unguaranteed residual values                        1,582,873          -
   Initial direct costs                                            190,593          -
   Unearned income                                              (1,179,783)         -
                                                            --------------    ---------------

                                                                 7,525,064          -
                                                            --------------    ---------------

Investment in financings
   Receivables due in installments                               7,748,665          -
   Initial direct costs                                            181,458          -
   Unearned income                                              (1,541,299)         -
                                                            --------------    ---------------

                                                                 6,388,824          -
                                                            --------------    ---------------

Net investment in leveraged leases                               7,229,208          -

Other assets                                                        68,901          -
                                                            --------------    ---------------

Total assets                                                $   24,525,313    $     1,350,143
                                                            ==============    ===============

       Liabilities and Partners' Equity

Notes payable - non-recourse                                $    6,355,383    $     -
Accounts payable - equipment                                        11,564          -
Accounts payable - other                                           210,679          -
Security deposits and deferred credits                               2,184          -
Subscriptions pending admission                                    -                1,348,143
                                                            --------------    ---------------
                                                                 6,579,810          1,348,143
                                                            --------------    ---------------

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                                  (4,697)            1,000
   Limited partners (214,927.52 and 0 units
     outstanding, $100 per unit original
     issue price in 1996 and 1995, respectively)                17,950,200             1,000
                                                            --------------    --------------

     Total partners' equity                                     17,945,503             2,000
                                                            --------------    --------------

Total liabilities and partners' equity                      $   24,525,313    $     1,350,143
                                                            ==============    ===============


See accompanying notes to financial statements.


<PAGE>



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

                             Statement of Operations

                                   (unaudited)
<S>                                                          <C>                    <C>    

                                                         For the Three        For the Nine
                                                          Months Ended        Months Ended
                                                       September 30, 1996  September 30, 1996

Revenues

   Finance income                                        $     191,233        $    383,865
   Interest income and other                                   105,246             237,066
                                                         -------------        ------------

   Total revenues                                              296,479             620,931
                                                         -------------        ------------

Expenses

   Interest                                                     77,675             206,360
   Management fees - General Partner                            31,763              76,294
   Amortization of initial direct costs                         34,195              74,175
   Administrative expense
     reimbursements - General Partner                           16,975              37,145
   General and administrative                                    9,581              31,371
                                                         -------------        ------------

   Total expenses                                              170,189             425,345
                                                         -------------        ------------

Net income                                               $     126,290        $    195,586
                                                         =============        ============

Net income allocable to:
   Limited partners                                      $     125,027        $    193,630
   General Partner                                               1,263               1,956
                                                         -------------        ------------

                                                         $     126,290        $    195,586
                                                         =============        ============

Weighted average number of limited
   partnership units outstanding                               118,537             118,537
                                                         =============        ============

Net income per weighted average
   limited partnership unit                              $        1.05        $       1.65
                                                         =============        ============











See accompanying notes to financial statements.


<PAGE>



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

                    Statement of Changes in Partners' Equity

              For the Nine Months Ended September 30, 1996 and the
                  Period from May 23, 1995 (date of inception)
                              to December 31, 1995

                                   (unaudited)

                          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 (214,927.52 units)                           21,492,752       -          21,492,752

Sales and
   offering expenses                                  (2,901,523)      -          (2,901,523)

Cash distributions
   to partners              $  5.41   $  1.63           (834,659)     (7,653)       (842,312)

Net income                                               193,630       1,956         195,586
                                                   -------------   ---------   -------------

Balance at
   September 30, 1996                             $   17,950,200   $  (4,697)  $  17,945,503
                                                  ==============   =========   =============










See accompanying notes to financial statements.


<PAGE>



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

                           . Statement of Cash Flows

                     For the Nine Months Ended September 30,

                                   (unaudited)
<S>                                                                    <C>    

                                                                        1996
Cash flows from operating activities:
  Net income                                                       $      195,586
                                                                   --------------
  Adjustments to reconcile net income to
   net cash provided by operating activities:
     Finance income portion of
     receivables paid directly
       to lenders by lessees                                             (254,839)
     Amortization of initial direct costs                                  74,175
     Interest expense on non-recourse
       financing paid directly by lessees                                 202,765
     Collection of principal
       - non-financed receivables                                         245,605
     Change in operating assets and liabilities:
        Accounts payable - other                                          210,679
        Security deposits and deferred credits                              2,184
        Other assets                                                      (68,901)
        Other, net                                                        (34,121)
                                                                   --------------

          Total adjustments                                               377,547

       Net cash provided by operating activities                          573,133
                                                                   --------------

Cash flows from investing activities:
  Equipment and receivables purchased                                 (13,334,301)
  Initial direct costs                                                 (1,675,433)

        Net cash used in investing activities                         (15,009,734)
                                                                   --------------

Cash flows from financing activities:
  Issuance of limited partnership units,
    net of offering expenses                                           18,591,229
  Refund of initial limited partners'
    capital contribution                                                   (1,000)
  Cash distributions to partners                                         (842,312)

        Net cash provided by financing activities                      17,747,917
                                                                   --------------

Net increase in cash                                                    3,311,316

Cash at beginning of period                                                 2,000

Cash at end of period                                              $    3,313,316
                                                                   ==============



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 September 30, 1996 and 1995, non-cash activities
included the following:

                                                                    1996            1995
                                                                    ----            ----
<S>                                                                  <C>            <C>   

Fair value of equipment and receivables
  purchased for debt and payables                             $   (42,477,028)   $    -
Non-recourse notes payable assumed in
  purchase price                                                   42,465,464         -
Accounts payable - equipment                                           11,564         -

Principal and interest on direct
  finance receivables paid directly
  to lenders by lessees                                             1,339,261         -
Principal and interest on non-recourse
  financing paid directly to lenders
  by lessees                                                       (1,339,261)        -
                                                              ---------------    ----------

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

     Interest  expense of $206,360 for the nine months ended  September 30, 1996
consisted of interest expense on non-recourse financing paid or accrued directly
to lenders by lessees of $202,765 and other interest of $3,595.


<PAGE>



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

                                           Notes to Financial Statements

                                                September 30, 1996

                                                    (unaudited)

1.    Organization

ICON Cash Flow Partners  L.P.  Seven (the  "Partnership")  was formed on May 23,
1995 as a Delaware limited partnership with an initial capitalization of $2,000.
The Partnership is offering limited  partnership units on a "best efforts" basis
to the  general  public  with  the  intention  of  raising  capital  of  between
$1,200,000  and  $100,000,000.  It  was  formed  to  acquire  various  types  of
equipment,  to lease such equipment to third parties and, to a lesser degree, to
enter  into   secured   financing   transactions.   As  of  December  31,  1995,
subscriptions  had been  received  for  13,481.43  units at $100  per  unit,  or
$1,348,143. 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  September 30, 1996  188,559.57  additional  units were  subscribed  to,
bringing the total units and capital subscriptions to 214,927.52 and $21,492,752
respectively, at that date.

The General  Partner of the  Partnership  is ICON Capital  Corp.  (the  "General
Partner"),  a  Connecticut  corporation.  The  General  Partner  will manage and
control  the  business  affairs  of  the  Partnership's  equipment,  leases  and
financing transactions under a management agreement with the Partnership.

ICON  Securities  Corp.,  an affiliate of the General  Partner,  will receive an
underwriting commission on the gross proceeds from sales of all units. The total
underwriting compensation to be paid by the Partnership,  including underwriting
commissions,   sales  commissions,   incentive  fees,  public  offering  expense
reimbursements  and due diligence  activities  will be limited to 13 1/2% of the
gross proceeds received from the sale of the units.

Profits,  losses, cash distributions and disposition  proceeds will be allocated
99% to the limited  partners  and 1% to the General  Partner  until each limited
partner has received cash distributions and disposition  proceeds  sufficient to
reduce  its  adjusted  capital  contribution  account  to zero and  receive,  in
addition,  other  distributions  and  allocations  which would provide a 10% per
annum cumulative return,  compounded daily, on its outstanding  adjusted capital
contribution  account.  After such time, the distributions will be allocated 90%
to the limited partners and 10% to the General Partner.

2.    New Accounting Pronouncement

In March 1995, the FASB issued SFAS No. 121,  "Accounting  for the Impairment of
Long-Lived  Assets  and for  Long-Lived  Assets  to be  Disposed  Of,"  which is
effective beginning in 1996.



<PAGE>


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

                    Notes to Financial Statements (continued)

The  Partnership's  existing  policy with  respect to  impairment  of  estimated
residual values is to review,  on a quarterly  basis,  the carrying value of its
residuals on an individual asset basis to determine whether events or changes in
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable and, therefore, an impairment loss should be recognized.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset has been  impaired are (i) the estimated  fair value of the  underlying
equipment is less than the  Partnership's  carrying  value or (ii) the lessee is
experiencing  financial  difficulties  and it does not  appear  likely  that the
estimated  proceeds from  disposition of the asset will be sufficient to satisfy
the  remaining  obligation  to the  non-recourse  lender  and the  Partnership's
residual  position.  Generally in the latter  situation,  the residual  position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental  payments  directly to the lender and the Partnership
does not recover its residual until the  non-recourse  note obligation is repaid
in full.

The Partnership measures its impairment loss as the amount by which the carrying
amount of the residual  value exceeds the  estimated  proceeds to be received by
the  Partnership  from  release or resale of the  equipment.  Generally,  quoted
market  prices are used as the basis for measuring  whether an  impairment  loss
should be recognized.

As  a  result,  the  Partnership's   policy  with  respect  to  measurement  and
recognition of an impairment loss  associated with estimated  residual values is
consistent  with  the  requirements  of  SFAS  No.  121  and,   therefore,   the
Partnership's  adoption of this  Statement  in the first  quarter of 1996 had no
material effect on the financial statements.

3.    Net Investment in Leveraged Lease

During the quarter ended September 30, 1996, the partnership  acquired,  subject
to a leveraged  lease, the residual  interest in an aircraft.  The aircraft is a
McDonnell Douglas  DC10-30F,  built in 1986. It is on lease with Federal Express
and  has a  remaining  lease  term  of  eight  years.  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  ("junior  debt") of
$8,756,291.

The net investment in the leveraged leases as of September 30, 1996 consisted of
the following:

      Non-cancelable minimum rents receivable (net of
        principal and interest on non-recourse debt) .......       $ 11,509,293
      Estimated unguaranteed residual values ...............         20,243,000
      Initial direct costs .................................          1,229,208
      Unearned income ......................................        (25,752,293)
                                                                   $  7,229,208

<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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

Non-cancelable minimum annual amounts receivable relating to the leveraged lease
at September  30,1996 are  $46,482,878  and are due as follows:  $0 for the year
ended  December 31, 1996 and  $5,810,360  for the years ended December 31, 1997,
1998, 1999, 2000, 2001, 2002, 2003 and 2004, respectively.

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

Prior to the  acquisition,  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). The Partnership  intends to
re-finance the junior debt with a third party.

4.    Significant Accounting Policies

Basis of Accounting and Presentation - The Partnership's  records are maintained
on the accrual basis. The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Leases - The Partnership accounts for owned equipment leased to third parties as
finance leases. For finance leases, the Partnership records, at the inception of
the  lease,  the  total  minimum  lease  payments   receivable,   the  estimated
unguaranteed residual values, the initial direct costs related to the leases and
the related unearned income.  Unearned income represents the difference  between
the sum of the minimum lease payments receivable plus the estimated unguaranteed
residual minus the cost of the leased  equipment.  Unearned income is recognized
as  finance  income  over the terms of the  related  leases  using the  interest
method. Initial direct costs of finance leases are capitalized and are amortized
over  the  terms  of  the  related  leases  using  the  interest   method.   The
Partnership's  net  investment  in a leveraged  lease  consists of minimum lease
payments receivable,  the estimated  unguaranteed residual value and the initial
direct costs related to the lease,  net of the unearned income and principal and
interest on the related  non-recourse  debt.  Unearned income is recognized from
the  leveraged  lease over the life of the lease at a constant rate of return on
the positive net investment.  The  Partnership's  leases have terms ranging from
two to seven  years.  Each lease is  expected to provide  aggregate  contractual
rents that, along with residual  proceeds,  return the Partnership's cost of its
investment along with investment income.

Investment  in  Financings  -  Investment  in  financings  represent  the  gross
receivables  due from the financing of equipment  plus the initial  direct costs
related  thereto  less the  related  unearned  income.  The  unearned  income is
recognized as finance income and the initial direct costs are amortized over the

<PAGE>


                       ICON Cash Flow Partners L. P. Seven
                        (A Delaware Limited Partnership)
 
             Notes to Consolidated Financial Statements - Continued

terms of the receivables using the interest method.  Financing  transactions are
supported by a written  promissory note evidencing the obligation of the user to
repay the principal,  together with interest, which will be sufficient to return
the Partnership's full cost associated with such financing transaction, together
with  some  investment  income.   Furthermore,   the  repayment   obligation  is
collateralized  by a security  interest in the tangible or  intangible  personal
property.

Impairment of Estimated Residual Values - The Partnership's  policy is to review
the  carrying  value of its  residuals  on a  quarterly  basis and write  down a
residual if it has been determined to be impaired.  Impairment  generally occurs
for one of two  reasons:  (1)  when  the  recoverable  value  of the  underlying
equipment falls below the  Partnership's  carrying value or (2) when the primary
security  holder has foreclosed on the underlying  equipment in order to satisfy
the  remaining  lease  obligation  and the amount of  proceeds  received  by the
primary  security  holder in  excess of such  obligation  is not  sufficient  to
recover the  Partnership's  residual  position.  Generally  in such  cases,  the
residuals  would relate to equipment for which  non-recourse  notes payable were
outstanding.  In these cases the  lessees pay their rents  directly to the third
party  lender  and the  Partnership  would not  realize  any cash flow until the
lessees  have  satisfied  the initial  note  obligations  and the  equipment  is
remarketed.

Disclosures  About Fair Value of Financial  Instruments - Statement of Financial
Accounting Standards No. 107 ("SFAS No. 107"),  "Disclosures about Fair Value of
Financial  Instruments"  requires  disclosures about the fair value of financial
instruments.  The fair  value of  receivables  and  non-recourse  notes  payable
approximates  the carrying  value at September  30, 1996.  SFAS No. 107 does not
require disclosures about the fair value of lease arrangements.

Income Taxes - No provision  for income taxes has been made as the liability for
such taxes is that of each of the partners rather than the Partnership.

5.    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, 1996 were as
follows:

                                              1996

Underwriting commissions ..........       $  429,855       Charged to Equity
Organization and offering .........          752,246       Charged to Equity
Acquisition fees ..................        1,675,433       Capitalized
Management fees ...................           76,294       Charged to operations
Administrative expense
 reimbursements ...................           37,145       Charged to operations

Total .............................       $2,970,973

<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 with an initial capitalization of $2,000.
The Partnership is offering limited  partnership units on a "best efforts" basis
to the  general  public  with  the  intention  of  raising  capital  of  between
$1,200,000  and  $100,000,000.  It  was  formed  to  acquire  various  types  of
equipment,  to lease such equipment to third parties and, to a lesser degree, to
enter  into   secured   financing   transactions.   As  of  December  31,  1995,
subscriptions  had been  received  for  13,481.43  units at $100  per  unit,  or
$1,348,143. 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  September 30, 1996,  188,559.57  additional  units were  subscribed to,
bringing  the  total  units  and  capital   subscriptions   to  214,927.52   and
$21,492,752, respectively, at that date.

The  Partnership's  portfolio  consisted of a net investment in finance  leases,
leveraged  leases  and  financings  representing  36%,  34%  and  30%  of  total
investments at September 30, 1996.

For the Nine months ended September 30, 1996, the Partnership leased or financed
equipment with an initial cost of $55,847,778 to 125 lessees or equipment users.
The weighted average initial transaction term was 44 months. Included in this is
the acquisition of the residual interest in an aircraft,  subject to a leveraged
lease.  The aircraft is a McDonnell  Douglas  DC10-30F,  built in 1986. It is on
lease with Federal  Express and has a remaining  lease term of eight years.  The
purchase  price  was  $40,973,585  consisting  of a  $6,000,000  in cash and the
assumption of non-recourse  senior debt of $26,217,294 and  non-recourse  junior
debt ("junior  debt") of  $8,756,291.  Prior to the  acquisition,  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). The Partnership intends to re-finance the junior debt with a third
party.  This  transaction has had no impact on the results of operations for the
period ended September 30, 1996.

The Partnership commenced operations on January 19, 1996, therefore a comparison
of results of operations and liquidity and capital resources to prior periods is
not possible.

Results of Operations for the Nine Months Ended September 30, 1996

Net income for the Nine months ended  September 30, 1996 was  $195,586.  The net
income per weighted average limited partnership unit was $1.65 for 1996.

Liquidity and Capital Resources

The  Partnership's  primary sources of funds for the nine months ended September
30, 1996 were capital contributions, net of offering expenses, of

<PAGE>

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

$18,591,229  from limited  partners and cash provided by operations of $573,133.
These funds were used to fund cash distributions and to purchase equipment.  The
Partnership  intends  to  continue  to  purchase  equipment  and  to  fund  cash
distributions  utilizing funds from capital  contributions  and cash provided by
operations.

Cash  distributions  to the limited partners for the nine months ended September
30, 1996,  which were paid  monthly,  totaled  $834,659,  of which  $193,630 was
investment  income and  $641,029  was a return of capital.  The limited  partner
distribution  per weighted  average unit  outstanding  for the Nine months ended
September 30, 1996 was $7.04, of which $1.63 was investment income and $5.41 was
a return of capital.

As of September 30, 1996,  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.

New Accounting Pronouncement

In March 1995, the FASB issued SFAS No. 121,  "Accounting  for the Impairment of
Long-Lived  Assets  and for  Long-Lived  Assets  to be  Disposed  Of,"  which is
effective  beginning in 1996.  The new standard is similar to the  Partnership's
existing  accounting  policies relating to the impairment of estimated  residual
values.  As a result,  adoption of SFAS No. 121 in the first quarter of 1996 had
no impact on the Partnership's financial statements.



<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

Form 8-K was filed September 4, 1996, Item 1, Change in Control of Registrant.



<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.




December 24, 1996                            Gary N. Silverhardt
-----------------                            ----------------------------------
      Date                                   Gary N. Silverhardt
                                             Chief Financial Officer
                                            (Principal financial and account
                                             officer of the General Partner
                                             of the Registrant)




<PAGE>