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

                                    FORM 10-K


[  X ]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934 [Fee Required]

For the fiscal year ended                      December 31, 1996
                          ------------------------------------------------------
                                       or

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

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                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

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

Registrant's telephone number, including area code           (914) 698-0600
                                                   -----------------------------

Securities registered pursuant to Section 12(b) of the Act:     None

     Title of each class                         Name of each exchange on
                                                 which registered



        Securities registered pursuant to Section 12(g) of the Act: None

--------------------------------------------------------------------------------
                                (Title of class)

--------------------------------------------------------------------------------
                                (Title of class)

        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 1

                                     <PAGE>



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

                                December 31, 1996

                                TABLE OF CONTENTS


Item                                                           Page

PART I

1.  Business                                                     3

2.  Properties                                                   4

3.  Legal Proceedings                                            4

4.  Submission of Matters to a Vote of Security Holders          5

PART II

5.  Market for the Registrant's Securities and Related
    Security Holder Matters                                      5

6.  Selected Financial and Operating Data                        5

7.  General Partner's Discussion and Analysis of Financial
    Condition and Results of Operations                          6

8.  Financial Statements and Supplementary Data               8-22

9.  Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure                         23

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                         23-24

11.  Executive Compensation                                     24

12.  Security Ownership of Certain Beneficial Owners
     and Management                                             25

13.  Certain Relationships and Related Transactions             25

PART IV

14.  Exhibits, Financial Statement Schedules,
     Reports and Amendments                                     26

SIGNATURES                                                      27

                                     Page 2

                                     <PAGE>



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

                                December 31, 1996


PART I

Item 1.  Business

General Development of Business

    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 of
capital  contributions.   Between  January  19,  1996  and  December  31,  1996,
249,172.52  additional units were admitted  representing  $24,917,252 of capital
contributions   bringing  the  total  admission  to  275,540.47  units  totaling
$27,554,047 in capital contributions.

Narrative Description of Business

    The  Partnership  is  an  equipment   leasing  income  fund.  The  principal
investment objective of the Partnership is to obtain the maximum economic return
from its  investments for the benefit of its limited  partners.  To achieve this
objective,  the Partnership  intends to: (1) acquire a diversified  portfolio of
short-term,  high-yield investments;  (2) make monthly cash distributions to its
limited  partners  from  cash from  operations,  commencing  with  each  limited
partner's  admission to the  Partnership,  continuing  through the  reinvestment
period,  which period will end no later than the eighth anniversary of the final
closing date; (3) re-invest substantially all undistributed cash from operations
and cash from sales in additional  equipment and financing  transactions  during
the  reinvestment  period;  and  (4)  sell  the  Partnership's  investments  and
distribute  the cash from  sales of such  investments  to its  limited  partners
within six to thirty-six  months after the end of the  reinvestment  period.  In
addition to acquiring  equipment and entering into leases,  the Partnership will
(1) acquire  equipment  already  subject to leases  originated by affiliates and
non-affiliated lessors and (2) enter into financing transactions,  which are (i)
secured by the  equipment  financed and lease  revenues  therefrom  (if any) and
additional  collateral as deemed necessary by the credit review committee of the
General  Partner,  and  (ii)  evidenced  by the  irrevocable  obligation  of the
lessees.

    The equipment  leasing  industry is highly  competitive.  In initiating  its
leasing  transactions,  the  Partnership  will compete  with leasing  companies,
manufacturers that lease their products directly,  equipment brokers and dealers
and financial institutions,  including commercial banks and insurance companies.
Many  competitors  are  larger  than the  Partnership  and have  access  to more
favorable  financing.  Competitive  factors in the  equipment  leasing  business
primarily   involve   pricing  and  other  financial   arrangements,   equipment
remarketing capabilities and servicing of customer lessees.

    The  Partnership has no direct  employees.  The General Partner has full and
exclusive discretion in management and control of the Partnership.



                                     Page 3

                                     <PAGE>



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

                                December 31, 1996

Lease and Financing Transactions

    For the year ended December 31, 1996, the  Partnership  purchased and leased
or  financed   $91,413,127  of  equipment,   with  a  weighted  average  initial
transaction  term of 70 months.  Included  in the summary of  equipment  cost by
category  below is 100% of the  equipment  cost  acquired by a joint  venture in
which the  partnership  has a 99% interest.  The  partnership  accounts for this
investment  by  consolidating  100% of the assets and  liabilities  of the joint
venture and reflecting as a liability the related minority  interest.  A summary
of the  portfolio  equipment  cost by category  held at December  31, 1996 is as
follows:

                                                     December 31, 1996
Category                                             Cost         Percent

Aircraft                                        $  52,403,337      57.3%
Manufacturing & production                         13,574,591      14.8
Computer systems                                    9,167,523      10.0
Telecommunications                                  5,266,424       5.8
Material handling                                   4,632,009       5.1
Office equipment                                    2,794,979       3.1
Restaurant                                            984,983       1.1
Furniture and fixtures                                794,949        .9
Automotive                                            487,432        .5
Miscellaneous                                         392,811        .4
Medical                                               365,398        .4
Video production                                      221,530        .2
Retail systems                                        171,350        .2
Audio                                                 155,811        .2
                                                -------------     -----

                                                $  91,413,127     100.0%
                                                =============     =====

    The Partnership has three leases which  individually  represent greater than
10% of the total  portfolio  equipment cost at December 31, 1996. The leases are
with Federal Express (aircraft),  Rowan Companies  (manufacturing & production),
and Continental Airlines,  Inc. (aircraft) and they represented 44.8%, 13.5% and
12.5%, respectively, of the total portfolio equipment cost at December 31, 1996.

Item 2.  Properties

    The  Partnership  neither owns nor leases  office space or equipment for the
purpose of managing its day-to-day  affairs.  The General  Partner has exclusive
control over all aspects of the business of the Partnership, including providing
any necessary office space. As such, the General Partner will be compensated for
services  related to the  management  and  administration  of the  Partnership's
business.

Item 3.  Legal Proceedings

    The Partnership is not a party to any pending legal proceedings.


                                     Page 4

                                     <PAGE>



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

                                December 31, 1996

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

    No matters were  submitted to a vote of security  holders  during the fourth
quarter of 1996.

PART II

Item 5.  Market for the Registrant's Securities and Related Security
         Holder Matters

    The Partnership's limited partnership interest is not publicly traded nor is
there currently a market for the Partnership's  limited partnership units. It is
unlikely that any such market will develop.

                                    Number of Equity Security Holders
 Title of Class                            as of December 31, 1996
 --------------                     ------------------------------

Limited Partners                                 1,473
General Partner                                      1

Item 6.  Selected Consolidated Financial and Operating Data

                                                                 Year Ended
                                                              December 31, 1996

        Total revenue                                              $ 1,564,069
                                                                   ===========

        Net income                                                 $   405,451
                                                                   ===========

        Net income allocable to limited partners                   $   401,396
                                                                   ===========

        Net income allocable to the General Partner                $     4,055
                                                                   ===========

        Weighted average limited partnership units outstanding         156,222

        Net income per weighted average limited partnership unit   $      2.57
                                                                   ===========

        Distributions to limited partners                          $ 1,361,099
                                                                   ===========

        Distributions to the General Partner                       $    13,749
                                                                   ===========
<TABLE>

                                                                     December 31,

                                                                 1996            1995
                                                                 ----            ----

<S>                                                        <C>             <C>         
        Total assets                                       $ 48,486,070    $  1,350,143
                                                           ============    ============

        Partners' equity                                   $ 22,865,854    $      2,000
                                                           ============    ============
</TABLE>

    No  operating  data is  presented  for 1995 and prior since the  Partnership
commenced operations on January 19, 1996, the initial closing date.

                                     Page 5

                                     <PAGE>



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

                                December 31, 1996

    The above selected  financial  data should be read in  conjunction  with the
consolidated  financial statements and related notes appearing elsewhere in this
report.

Item 7.  General Partner'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  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 of capital contributions.  Between January
19, 1996 and  December  31,  1996,  249,172.52  additional  units were  admitted
representing  $24,917,252 of capital contributions  bringing the total admission
to 275,540.47 units totaling $27,554,047 in capital contributions.

    The Partnership's  portfolio consisted of net investments in finance leases,
equity  investment,  leveraged leases and financings  representing 42%, 26%, 21%
and 11% of total investments at December 31, 1996, respectively.

Results of Operations for the Year Ended December 31, 1996

    For the year ended  December 31, 1996,  the  Partnership  leased or financed
equipment with an initial cost of $91,413,135 to 198 lessees or equipment users.
On December 31, 1996, the Partnership and an affiliate, ICON Cash Flow Partners,
L.P., Series E ("Series E"), formed a joint venture for the purpose of acquiring
and managing an aircraft currently on lease to Continental Airlines, Inc. in the
amount of $10,905,228 and is included in 1996 total  acquisitions.  The aircraft
is a 1976 McDonnell Douglas DC-10-30.  Series E and the Partnership  contributed
$15,955 (1%) and $1,579,514 (99%), respectively,  to the joint venture. Profits,
losses and  disposition  proceeds are allocated 99% to the Partnership and 1% to
Series E and is reflected on the Balance  Sheet as an  "Investment  in leveraged
leases." The weighted average initial transaction term for 1996 was 70 months.

    Since the Partnership commenced operations on January 19, 1996, a comparison
of results of operations to prior periods is not presented.

    Net income for the year ended December 31, 1996 was $405,451. The net income
per weighted average limited partnership unit was $2.57,  weighted from the date
each unit was admitted to the Partnership.

Liquidity and Capital Resources

    The   Partnership's   primary   sources  of  funds  in  1996  were   capital
contributions,  net of offering  expenses,  of $23,834,251 from limited partners
and cash provided by operations of $973,899.  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.

    The  Partnership  had notes payable of $23,314,945 at December 31, 1996 as a
result of borrowings  secured by equipment.  These are non-recourse  notes which
are being paid directly to the lenders by the lessees.

    Cash distributions to the limited partners, which were paid monthly, totaled
$1,361,099, of which $401,396 was investment income and $959,703 was a return of
capital.  The limited partner distribution per weighted average unit outstanding
for December 31, 1996 was $8.71, of which $2.57 was investment  income and $6.14
was a return of capital.

                                     Page 6

                                     <PAGE>



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

                                December 31, 1996

     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,  $8,671,773 and $6,712,631,
respectively,  in equipment lease and finance  receivables and residuals to ICON
Receivables  1997-A LLC  ("1997-A"),  a special  purpose  entity  created by the
Members.  The Members received a 29.4%, 40.8% and 29.8% 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 any  remaining  proceeds will be
distributed to the Members in accordance with their  membership  interests.  The
Partnership  will account for its  investment in 1997-A under the equity method.
The  investment  in 1997-A will be increased or decreased by its share of profit
or losses and decreased by any distributions received by 1997-A.

    As of December 31, 1996 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.

Accounting Developments

    In June 1996 the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards ("SFAS") No. 125, "Accounting for Transfers and
Servicing of Financial Assets and  Extinguishments of Liabilities." SFAS No. 125
establishes,  among other things, criteria for determining whether a transfer of
financial  assets is a sale or a secured  borrowing  effective for all transfers
occurring  after December 31, 1996. The adoption of SFAS No. 125 is not expected
to have a material impact on the Partnership's  net income,  partners' equity or
total assets.

                                     Page 7

                                     <PAGE>



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

                                December 31, 1996

Item 8.  Financial Statements and Supplementary Data


                                 Index to Financial Statements

                                                                    Page Number

Independent Auditors' Report                                                 10

Balance Sheets as of December 31, 1996 and 1995                              11

Statements of Operations for the Year Ended December 31, 1996
 and for the Period May 23, 1995 (date of inception) to
 December 31, 1995                                                           12

Statements of Changes in Partners'  Equity for the Year Ended 
  December 31, 1996 and for the Period May 23, 1995 (date of
  inception) to December 31, 1995                                            13

Statements of Cash Flows for the Year Ended December 31, 1996
  and for the Period May 23, 1995 (date of inception) to
  December 31, 1995                                                       14-15

Notes to Financial Statements                                             16-22


                                     Page 8

                                     <PAGE>









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

                              Financial Statements

                                December 31, 1996

                   (With Independent Auditors' Report Thereon)


                                     Page 9

                                     <PAGE>















                          INDEPENDENT AUDITORS' REPORT




The Partners
ICON Cash Flow Partners L.P. Seven:

We have audited the accompanying  balance sheets of ICON Cash Flow Partners L.P.
Seven (a Delaware limited partnership) as of December 31, 1996 and 1995, and the
related  statements of operations,  changes in partners' equity,  and cash flows
for the year ended  December  31,  1996 and for the period May 23, 1995 (date of
inception)  to  December  31,  1995.   These   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of ICON Cash Flow Partners L.P.
Seven as of December 31, 1996 and 1995,  and the results of its  operations  and
its cash flows for the year ended  December  31, 1996 and for the period May 23,
1995 (date of  inception) to December 31, 1995,  in  conformity  with  generally
accepted accounting principles.










March 7, 1997
New York, New York

                                     Page 10

                                     <PAGE>



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

                                 Balance Sheets

                                  December 31,
<TABLE>

                                                                   1996              1995
                                                                   ----              ----
       Assets
<S>                                                           <C>                <C>        
Cash                                                          $    698,301       $     2,000
Cash in escrow                                                           -             1,348,143
                                                              ------------       ---------------
                                                                   698,301             1,350,143
                                                              ------------       ---------------
Investment in finance leases
   Minimum rents receivable                                     15,894,245             -
   Estimated unguaranteed residual values                        6,667,481             -
   Initial direct costs                                            869,559             -
   Unearned income                                              (3,515,258)            -
   Allowance for doubtful account                                  (65,000)            -
                                                              ------------       -------
                                                                19,851,027             -
                                                              ------------       -------

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

Net investment in leveraged leases                               9,980,633             -
                                                              ------------       -------

Investment in financings
   Receivables due in installments                               6,619,755             -
   Initial direct costs                                            143,565             -
   Unearned income                                              (1,271,152)            -
   Allowance for doubtful account                                  (10,000)            -
                                                              ------------       -------
                                                                 5,482,168             -
                                                              ------------       -------
Other assets                                                       148,941             -
                                                              ------------       -------
Total assets                                                  $ 48,486,070       $     1,350,143
                                                              ============       ===============

       Liabilities and Partners' Equity
Notes payable - recourse                                      $ 12,225,000       $     -
Notes payable - non-recourse                                    11,089,945             -
Accounts payable - equipment                                     1,790,717             -
Accounts payable - General Partner and affiliate                   438,297             -
Accounts payable - other                                            54,114             -
Minority interest in joint venture                                  15,955             -
Security deposits and deferred credits                               6,188             -
Subscriptions pending admission                                            -           1,348,143
                                                              --------------     ---------------
                                                                25,620,216             1,348,143
                                                              ------------       ---------------

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                                  (8,694)            1,000
   Limited partners (275,540.47 and 0 units
     outstanding, $100 per unit original
     issue price in 1996 and 1995, respectively)                22,874,548             1,000
                                                              ------------       -----------
     Total partners' equity                                     22,865,854             2,000
                                                              ------------       -----------
Total liabilities and partners' equity                        $ 48,486,070       $     1,350,143
                                                              ============       ===============
</TABLE>

See accompanying notes to financial statements.

                                     Page 11

                                     <PAGE>



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

                            Statements of Operations

             For the Year Ended December 31, 1996 and for the Period
              May 23, 1995 (date of inception) to December 31, 1995

                                                          1996            1995
                                                      ----------      ----------

Revenues

   Finance income ..............................      $  939,924      $     --
   Income from leveraged leases, net ...........         366,790            --
   Interest income and other ...................         257,355            --
                                                      ----------      ----------

   Total revenues ..............................       1,564,069            --
                                                      ----------      ----------

Expenses

   Interest ....................................         398,200            --
   Management fees - General Partner ...........         264,784            --
   Amortization of initial direct costs ........         230,785            --
   Administrative expense
     reimbursements - General Partner ..........         117,809            --
   Provision for bad debt ......................          75,000            --
   General and administrative ..................          72,040            --
                                                      ----------      ----------

   Total expenses ..............................       1,158,618            --
                                                      ----------      ----------

Net income .....................................      $  405,451      $     --
                                                      ==========      ==========

Net income allocable to:
   Limited partners ............................      $  401,396      $     --
   General Partner .............................           4,055            --
                                                      ----------      ----------

                                                      $  405,451      $     --
                                                      ==========      ==========

Weighted average number of limited
   partnership units outstanding ...............         156,222            --
                                                      ==========      ==========

Net income per weighted average
   limited partnership unit ....................      $     2.57      $     --
                                                      ==========      ==========









See accompanying notes to financial statements.

                                           Page 12

<PAGE>



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

                           Statements of Changes in Partners' Equity

                             For the Year Ended December 31, 1996
                     and for the Period May 23, 1995 (date of inception)
                                     to December 31, 1995
<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
                                                   =============   =========   =============




</TABLE>





See accompanying notes to financial statements.

                                     Page 13

                                     <PAGE>



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

                            Statements of Cash Flows

           For the Year Ended December 31, 1996 and for the Period May
                23, 1995 (date of inception) to December 31, 1995
<TABLE>

                                                                     1996            1995
                                                                     ----            ----
Cash flows from operating activities:
<S>                                                              <C>             <C>       
  Net income .................................................   $    405,451    $       --
                                                                 ------------    ------------
  Adjustments to reconcile net income to
   net cash provided by operating activities:
     Allowance for doubtful accounts .........................         75,000            --
     Finance income portion of
     receivables paid directly
       to lenders by lessees .................................       (608,965)           --
     Amortization of initial direct costs ....................        230,785            --
     Interest expense on non-recourse
       financing paid directly by lessees ....................        395,645            --
     Collection of principal
       - non-financed receivables ............................        498,027            --
     Income from leveraged leases, net .......................       (366,790)           --
     Change in operating assets and liabilities:
        Other assets .........................................       (148,941)           --
        Account payable to General Partner and affiliates, net        438,297            --
        Accounts payable - other .............................         54,114            --
        Minority interest in joint venture ...................         15,955            --
        Security deposits and deferred credits ...............          6,189            --
        Other, net ...........................................        (20,868)           --
                                                                 ------------    ------------

          Total adjustments ..................................        568,448            --
                                                                 ------------    ------------

       Net cash provided by operating activities .............        973,899            --
                                                                 ------------    ------------

Cash flows from investing activities:
  Equipment and receivables purchased ........................    (19,898,183)           --
  Initial direct costs .......................................     (2,737,818)           --
  Equity investment ..........................................       (100,000)           --
                                                                 ------------    ------------

       Net cash used in investing activities .................    (22,736,001)           --
                                                                 ------------    ------------

Cash flows from financing activities:
  Issuance of limited partnership units,
    net of offering expenses .................................     23,834,251            --
  Initial limited and General Partner capital contributions ..           --             2,000
  Cash distributions to partners .............................     (1,374,848)           --
  Refund of initial limited partners'
    capital contribution .....................................         (1,000)           --
                                                                 ------------    ------------

       Net cash provided by financing activities .............     22,458,403           2,000
                                                                 ------------    ------------

Net increase in cash .........................................        696,301           2,000

Cash at beginning of year ....................................          2,000            --
                                                                 ------------    ------------

Cash at end of year ..........................................   $    698,301    $      2,000
                                                                 ============    ============
</TABLE>

See accompanying notes to financial statements.

                                     Page 14

                                     <PAGE>



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

                      Statements of Cash Flows (continued)

Supplemental Disclosure of Cash Flow Information

     For the year ended  December 31,  1996,  non-cash  activities  included the
following:

                                                         1996

Fair value of equipment and receivables
  purchased for debt and payables ..............   $(59,189,952)
Non-recourse notes payable assumed in
  purchase price ...............................     57,399,235
Accounts payable - equipment ...................      1,790,717

Principal and interest on direct
  finance receivables paid directly
  to lenders by lessees ........................      3,625,762
Principal and interest on non-recourse
  financing paid directly to lenders
  by lessees ...................................     (3,625,762)

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

     Interest expense of $398,200 for the year ended December 31, 1996 consisted
of  interest  expense on  non-recourse  financing  paid or accrued  directly  to
lenders by lessees of $395,645 and other interest of $2,555.


                                     Page 15

                                     <PAGE>



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

                          Notes to Financial Statements

                                December 31, 1996

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.  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.  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  of  capital
contributions.  As of December 31, 1996,  249,172.52  additional  units had been
admitted into the  Partnership  with  aggregate  gross  proceeds of  $24,917,252
bringing the total admission to 275,540.47 units totaling $27,554,047 in capital
contributions.

     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.  Such  offering  expenses
aggregated  $3,719,796  (including $1,515,472 paid to the General Partner or its
affiliates (See Note 9)) and were charged directly to limited partners' equity.

     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.   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  or  leveraged  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.  The  Partnership's  net investment in
leveraged leases consists of minimum lease payments

                                     Page 16

                                     <PAGE>



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

                    Notes to Financial Statements - Continued

receivable,  the estimated  unguaranteed  residual values and the initial direct
costs  related to the  leases,  net of the  unearned  income and  principal  and
interest on the related  non-recourse  debt.  Unearned  income is  recognized as
income from  leveraged  leases over the life of the lease at a constant  rate of
return on the positive net  investment.  Initial  direct costs of finance leases
and leverage  leases are  capitalized  and are  amortized  over the terms of the
related leases using the interest method.  The  Partnership's  leases have terms
ranging  from two to five years.  Each lease is  expected  to provide  aggregate
contractual rents that, along with residual  proceeds,  return the Partnership's
cost of its investments 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 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.

     Investment  in  Estimated  Unguaranteed  Residual  Value - The  Partnership
purchased a 50%  interest of an option to acquire  equipment.  The asset will be
carried at cost until sale or release of the equipment,  at which time a gain or
loss will be recognized on the transaction.

     Disclosures  About Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments,  except for lease related  instruments.  At December 31, 1996,  the
carrying value of the  Partnership's  financial  assets other than lease related
investments, approximates fair value.

    Allowance for Doubtful  Accounts - The  Partnership  records a provision for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful  accounts is based on an analysis of delinquency,  an assessment of
overall  risk and a review of  historical  loss  experience.  The  Partnership's
write-off  policy  is based on an  analysis  of the  aging of the  Partnership's
portfolio,  a review of the  non-performing  receivables  and leases,  and prior
collection experience.  An account is fully reserved for or written off when the
analysis indicates that the probability of collection of the account is remote.

    Impairment  of Estimated  Residual  Values - 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 17

                                     <PAGE>



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

                    Notes to Financial Statements - Continued

    The  Partnership's  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.

    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.

3.  Residual Investment

     On December 31, 1996, the Partnership purchased a 50% share of an option to
acquire a 100% interest in a mobile  offshore  drilling rig,  currently on lease
with  Rowan  Companies  Inc.  The  purchase  price  of the  50%  investment  was
$12,325,000 and consisted of $100,000 in cash and $12,225,000 promissory note.

4.  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,  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.

    On December  31,  1996,  the  Partnership  acquired,  subject to a leveraged
lease, an aircraft on lease with  Continental  Airlines,  Inc. The aircraft is a
1976 McDonnell Douglas DC-10-30 and has a remaining lease term of six years. 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.


                                     Page 18

                                     <PAGE>



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

                    Notes to Financial Statements - Continued

The net investment in the leveraged  leases as of December 31, 1996 consisted of
the following:

     Non-cancelable minimum rents receivable (net of
       principal and interest on non-recourse debt)       $     912,334
     Estimated unguaranteed residual values                  24,818,000
     Initial direct costs                                     1,493,850
     Unearned income                                        (17,243,551)
                                                          -------------
                                                          $   9,980,633

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

     Non-cancelable minimum rents receivable relating to the leveraged leases at
December 31, 1996 are $59,355,209 and are due as follows:

                            1997                      $ 7,905,694
                            1998                        7,742,360
                            1999                        7,742,360
                            2000                        8,022,359
                            2001                        8,022,359
                            Thereafter                 19,920,077
                                                      -----------

                                                      $59,355,209

     Principal and interest on non-recourse  debt assumed in the purchase of the
leveraged leases is $58,442,875 at December 31, 1996 and matures as follows:

                            1997                      $ 7,903,360
                            1998                        7,742,360
                            1999                        7,742,360
                            2000                        7,742,359
                            2001                        7,742,359
                            Thereafter                 19,570,077
                                                      -----------

                                                      $58,442,875

     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 19

                                     <PAGE>



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

                    Notes to Financial Statements - Continued

5.   Receivables Due in Installments

     Non-cancelable  minimum annual amounts due on finance leases and financings
are as follows:

                                          Finance
                      Year                 Leases     Financings         Total

                      1997            $  6,717,166   $1,605,580   $  8,322,746
                      1998               5,448,549    1,573,995      7,022,544
                      1999               2,109,963    1,446,541      3,556,504
                      2000               1,331,567    1,219,017      2,550,584
                      2001                 285,835      685,174        971,009
                      Thereafter             1,165       89,448         90,613
                                      ------------   ----------   ------------

                                      $ 15,894,245   $6,619,755   $ 22,514,000
                                      ============   ==========   ============

6.  Allowance for Doubtful Accounts

    The allowance for doubtful  accounts  related to the  investments in finance
leases and financings consisted of the following:

                                 Finance
                                  Leases        Financings         Total

Balance at December 31, 1995  $      -        $       -       $      -

Charged to operations              65,000          10,000         75,000
                              -----------     -----------     ----------

Balance at December 31, 1996  $    65,000     $    10,000     $   75,000
                              ===========     ===========     ==========

7.  Notes Payable

Notes payable consists of notes payable  non-recourse  bearing interest at rates
ranging from 6.5% to 9.4%,  which are being paid  directly to the lenders by the
lessees,  and  notes  payable  recourse  as  they  relate  to the  Partnership's
acquisition  of an offshore  drilling  rig (See Note 3).  These notes  mature as
follows:

                              Notes Payable     Notes Payable
               Year           Non-Recourse        Recourse         Total

               1997          $    5,711,953    $  2,150,000    $ 7,861,953
               1998               3,467,450       2,250,000      5,717,450
               1999               1,108,786       2,250,000      3,358,786
               2000                 762,877       5,575,000      6,337,877
               2001                  38,879             -           38,879
                             --------------    ------------    -----------

                             $   11,089,945    $ 12,225,000    $23,314,945
                             ==============    ============    ===========


                                     Page 20

                                     <PAGE>



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

                    Notes to Financial Statements - Continued

8.  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.

    On December 31,  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  Cash Flow LLC  III"),  for the  purpose of  acquiring  and  managing  an
aircraft currently on lease to Continental Airlines, Inc. The aircraft is a 1976
McDonnell Douglas DC-10-30.  The Partnership and Series E contributed $1,579,514
(99%) and $15,955 (1%) of the cash required for such acquisition,  respectively,
to ICON  Cash  Flow LLC III.  ICON  Cash  Flow LLC III  acquired  the  aircraft,
assuming  $9,309,759 in non-recourse debt and utilizing  contributions  received
from the Partnership and Series E. The purchase price of the transaction totaled
$10,905,228.  The lease is a leveraged lease and the lease term expires in March
2003. Profits, losses, excess cash and disposition proceeds are allocated 99% to
the  Partnership  and 1% to Series  E. The  Partnership's  financial  statements
include 100% of the assets and liabilities of ICON Cash Flow LLC III. Series E's
investment in ICON Cash Flow LLC III has been reflected as "Minority interest in
joint venture."

9.  Related Party Transactions

    Fees and other  expenses paid or accrued by the  Partnership  to the General
Partner or its affiliates for the year ended December 31, 1996 were as follows:

Underwriting commissions            $     551,081         Charged to Equity
Organization and offering expenses        964,391         Charged to Equity
Acquisition fees                        2,737,818         Capitalized
Management fees                           264,784         Charged to operations
Administrative expense
 reimbursements                           117,809         Charged to operations

Total                               $   4,635,883
                                    =============

     On December  31, 1996,  the  Partnership  and an  affiliate  formed a joint
venture for the purpose of acquiring  and managing an aircraft.  (See Note 7 for
additional information relating to the joint venture.)


                                     Page 21

                                     <PAGE>



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

                    Notes to Financial Statements - Continued

10.  Commitments and Contingencies

     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,  $8,671,773 and $6,712,631,
respectively,  in equipment lease and finance  receivables and residuals to ICON
Receivables  1997-A LLC  ("1997-A"),  a special  purpose  entity  created by the
Members.  The Members received a 29.4%, 40.8% and 29.8% 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  will account for its  investment in 1997-A under the equity method.
The  investment  in 1997-A will be increased or decreased by its share of profit
or losses and decreased by any distributions received by 1997-A.

11.  Tax Information (Unaudited)

     The following table reconciles net income for financial  reporting purposes
to income for federal income tax purposes for the year ended December 31, 1996:

               Net income per financial statements        $    405,451

               Differences due to:
                 Direct finance leases                        (258,725)
                 Depreciation                                       -
                 Provision for losses                               -
                 Loss on sale of equipment                          -
                 Other                                              -
                                                          -----------

               Partnership income for
                federal income tax purposes               $    146,726
                                                          ============

     As of December 31, 1996,  the partners'  capital  accounts  included in the
financial  statements  totaled  $22,865,854  compared to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $26,326,924  (unaudited).  The
difference  arises  primarily  from  commissions  reported as a reduction in the
partners' capital accounts for financial  reporting purposes but not for federal
income tax purposes, and temporary differences related to direct finance leases,
depreciation and provision for losses.

                                     Page 22

                                     <PAGE>



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

                                December 31, 1996

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         None

PART III

Item 10.  Directors and Executive Officers of the Registrant's General Partner

    The General  Partner,  a Connecticut  corporation,  was formed in 1985.  The
General  Partner's  principal  offices  are  located at 600  Mamaroneck  Avenue,
Harrison,  New York 10528-1632,  and its telephone number is (914) 698-0600. The
officers of the General  Partner have  extensive  experience  with  transactions
involving the  acquisition,  leasing,  financing and  disposition  of equipment,
including  acquiring and disposing of equipment  subject to operating leases and
full payout leases.

    The  manager of the  Partnership's  business  is the  General  Partner.  The
General  Partner is engaged in a broad range of equipment  leasing and financing
activities.  Through  its  sales  representatives  and  through  various  broker
relationships  throughout the United States,  the General Partner offers a broad
range  of  equipment  leasing  services,   including  tax-oriented  leasing  and
financing.  In addition,  the General  Partner offers  financial  consulting and
placement  services  for  which  fees  are  earned  as a  result  of  successful
placements of various secured financings and mortgages.

    The  General  Partner  will  perform  certain  functions   relating  to  the
management  of the  equipment  of the  Partnership.  Such  services  include the
collection  of lease  payments  from the  lessees  of the  equipment,  releasing
services in connection  with  equipment  which is off-lease,  inspections of the
equipment,  liaison with and general  supervision  of lessees to assure that the
equipment is being properly operated and maintained,  supervision of maintenance
being performed by third parties, monitoring performance by the lessees of their
obligations under the leases and the payment of operating expenses.

    The officers and directors of the General Partner are as follows:

         Beaufort J.B. Clarke  President, Chief Executive Officer and Director

         Thomas W. Martin      Executive Vice President and Director

         Paul B. Weiss         Executive Vice President

         Gary N. Silverhardt   Vice President and Chief Financial Officer

         Neil A. Roberts       Director

         Tim Spring            Director

     Beaufort J. B. Clarke,  age 50, is President,  Chief Executive  Officer and
Director  of both  the  General  Partner  and the  Dealer-Manager.  Prior to his
present  position,  Mr. Clarke was founder and the President and Chief Executive
Officer of Griffin  Equity  Partners,  Inc. Mr. Clarke  formerly was an attorney
with Shearman and Sterling and has over 20 years of senior management experience
in the United States leasing industry.


                                     Page 23

                                     <PAGE>



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

                                December 31, 1996

Item 10.  Continued

     Thomas W. Martin,  age 42, is Executive  Vice President of both the General
Partner and the Dealer- Manager.  Prior to his present position,  Mr. Martin was
the Executive  Vice  President  and Chief  Financial  Officer of Griffin  Equity
Partners,  Inc. Mr. Martin has over 12 years of senior management  experience in
the leasing business, particularly in the area of syndication.

    Paul B. Weiss,  age 36, is Executive Vice President of the General  Partner.
Mr. Weiss has been  exclusively  engaged in lease portfolio  acquisitions  since
1988 from his  affiliations  with Griffin  Equity  Partners (as  Executive  Vice
President and  co-founder in 1993);  Gemini  Financial  Holdings (as Senior Vice
President-  Portfolio  Acquisitions and a member of the executive committee from
1991-1993)  and  Pegasus  Capital   Corporation  (as  Vice   President-Portfolio
Acquisitions).

     Gary N. Silverhardt,  age 36, is Vice President and Chief Financial Officer
of the General Partner.  He joined the General Partner in 1989. Prior to joining
the  General  Partner,  Mr.  Silverhardt  was  previously  employed by Coopers &
Lybrand from 1985 to 1989, most recently as an Audit Supervisor.  Prior to 1985,
Mr.  Silverhardt  was employed by Katz,  Schneeberg & Co. from 1983 to 1985. Mr.
Silverhardt  received a B.S. degree from the State University of New York at New
Paltz in 1983 and is a Certified Public Accountant.

    Neil A.  Roberts,  age 47, has been the  Managing  Director of Summit  Asset
Management  Limited,  a  subsidiary  of The Summit  Group PLC,  since 1991.  Mr.
Roberts has over 25 years of  experience  in the  leasing and finance  business,
including  positions with Kleinwort Benson Group, the United Kingdom  subsidiary
of Hongkong and Shanghai Banking Corporation and Chemical Bank.

    Timothy R. Spring,  age 39,  Commercial  Director of Summit Asset Management
Limited,  a subsidiary of The Summit Group PLC,  since 1991. Mr. Spring has over
13 years of leasing  experience  in the United  Kingdom.  He was formerly  Lease
Commercial  Director at Kleinwort Benson Group, the United Kingdom subsidiary of
Hongkong and Shanghai Banking Corporation and Chemical Bank.

Item 11.  Executive Compensation

    The  Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December, 31, 1996.

         Entity          Capacity        Type of Compensation             1996
         ------          --------        --------------------             ----
ICON Capital Corp.   General Partner   Organization and offering
                                         expenses                   $   964,391
ICON Capital Corp.   Manager           Acquisition fees               2,737,818
ICON Capital Corp.   General Partner   Management fees                  264,784
ICON Securities Corp.Dealer-Manager    Underwriting commissions         551,081
ICON Capital Corp.   General Partner   Administrative expense
                                         reimbursements                 117,809
                                                                    -----------

                                                                    $ 4,635,883
                                                                    ===========

                                     Page 24

                                     <PAGE>



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

                                December 31, 1996

Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a) The Partnership is a limited  partnership and therefore does not have voting
    shares of stock. No person of record owns, or is known by the Partnership to
    own  beneficially,   more  than  5%  of  any  class  of  securities  of  the
    Partnership.

(b) As of March 7, 1997,  Directors  and Officers of the General  Partner do not
    own any equity securities of the Partnership.

(c) The General Partner owns the equity  securities of the Partnership set forth
in the following table:

        Title                    Amount Beneficially                   Percent
       of Class                         Owned                         of Class

    General Partner   Represents initially a 1% and potentially a        100%
      Interest        10% interest in the Partnership's income, gain
                      and loss deductions.

Item 13.  Certain Relationships and Related Transactions

    None other than those disclosed in Item 11 herein.


                                     Page 25

                                     <PAGE>



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

                                December 31, 1996


PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) 1.  Financial Statements - See Part II, Item 8 hereof.

    2.  Financial Statement Schedule - None.

        Schedules  not  listed  above  have been  omitted  because  they are not
        applicable  or are not  required or the  information  required to be set
        forth therein is included in the Financial Statements or Notes thereto.

    3.  Exhibits - The following exhibits are incorporated herein by reference:

     (i)  Amended and Restated Agreement of Limited Partnership (Incorporated by
          reference  to Exhibit A to  Amendment  No. 2 to Form S-1  Registration
          Statement  No.   2-99858  filed  with  the   Securities  and  Exchange
          Commission on December 12, 1986).

     (ii) Certificate of Limited  Partnership of the  Partnership  (Incorporated
          herein by reference to Exhibit 3.01 to Form S-1 Registration Statement
          No.  2-99858  filed with the  Securities  and Exchange  Commission  on
          August 23,  1985 and to Exhibit  3.01 to  Amendment  No. 1 to Form S-1
          Registration  Statement  No.  2-99858  filed with the  Securities  and
          Exchange Commission on August 27, 1986).

     (iii)Form of Management  Agreement  between the  Partnership  and Crossgate
          Leasing,  Inc.  (Incorporated  herein by reference to Exhibit 10.01 to
          Amendment No. 1 to Form S-1  Registration  Statement No. 2-99858 filed
          with the Securities and Exchange Commission on August 27, 1986).

(b) Reports on Form 8-K

    No  reports  on Form 8-K were filed by the  Partnership  during the  quarter
ended December 31, 1996.


                                     Page 26

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

                                December 31, 1996


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Partnership  has duly  caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                   ICON CASH FLOW PARTNERS L.P. Seven
                                   File No. 33-94458 (Registrant)
                                   By its General Partner, ICON Capital Corp.


Date: March 28, 1997               Beaufort J.B. Clarke
                                   ---------------------------------------------
                                   Beaufort J.B. Clarke
                                   President, Chief Executive Officer
                                     and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacity and on the dates indicated.

ICON Capital Corp.
sole General Partner of the Registrant

Date:  March 28, 1997              Beaufort J.B. Clarke
                                   ---------------------------------------------
                                   Beaufort J.B. Clarke
                                   President, Chief Executive Officer
                                     and Director


Date:  March 28, 1997              Thomas W. Martin
                                   ---------------------------------------------
                                   Thomas W. Martin
                                   Executive Vice President and Director


Date:  March 28, 1997              Gary N. Silverhardt
                                   ---------------------------------------------
                                   Gary N. Silverhardt
                                   Vice President and Chief Financial Officer



     Supplemental  Information  to be Furnished  With Reports Filed  Pursuant to
Section  15(d) of the Act by  Registrant  Which have not  Registered  Securities
Pursuant to Section 12 of the Act

No annual report or proxy material has been sent to security holders.  An annual
report will be sent to the limited  partners and a copy will be forwarded to the
Commission.

                                     Page 27

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