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, 1998
                          ------------------------------------------------------
                                       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:
  Units of Limited Partnership Interests

--------------------------------------------------------------------------------
                                (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>


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

                                December 31, 1998

                                TABLE OF CONTENTS

Item                                                                       Page
----                                                                       ----
PART I

1.   Business                                                               3-4

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 Consolidated Financial and Operating Data                       5

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                    6-8

8.   Financial Statements and Supplementary Data                           9-29

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                     30

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                      30-31

11.  Executive Compensation                                                  32

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                          32

13.  Certain Relationships and Related Transactions                          32

PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K         33

SIGNATURES                                                                   34


<PAGE>


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

                                December 31, 1998


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's  maximum offering
was $100,000,000.  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 units
were  admitted  representing  $24,917,252  of  capital  contributions.  In 1997,
285,927.35   units   were   admitted   representing   $28,592,735   of   capital
contributions,  and from January 1, 1998 through  September  16, 1998 (the final
closing date) 438,528.99 units were admitted representing $43,852,899 of capital
contributions.  The  Partnership  redeemed  1,902 and 1,625 limited  partnership
units in 1998 and 1997  respectively,  leaving  996,469.18  limited  partnership
units outstanding at December 31, 1998

Narrative Description of Business

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
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 leases and
financing  transactions;  (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  September 16, 2004;  (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.

     The equipment  leasing  industry is highly  competitive.  In initiating its
leasing   transactions,   the  Partnership   competes  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 greater  financial
resources.


<PAGE>


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

                                December 31, 1998

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

Lease and Financing Transactions

     For the years ended December 31, 1998 and 1997, the  Partnership  purchased
and leased or financed $91,615,445 and $119,155,086 of equipment,  respectively,
with  a  weighted  average  initial  transaction  term  of  48  and  38  months,
respectively.  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. The equipment purchased
by three  other  joint  ventures  in which the  Partnership  has a less than 50%
interest  are not included in this table.  At December  31,  1998,  the weighted
average initial  transaction  term of the portfolio was 56 months.  A summary of
the portfolio  equipment  cost by category held at December 31, 1998 and 1997 is
as follows:

                                December 31, 1998        December 31, 1997
                             ----------------------   -----------------------
Category                          Cost      Percent        Cost       Percent

Aircraft .................   $ 90,952,788    32.4      $ 71,796,878    34.6%
Computer systems .........     53,211,502    19.0        26,441,603    12.8
Vessels ..................     49,855,000    17.8        26,383,364    12.7
Retail systems ...........     21,120,829     7.5        20,949,713    10.1
Manufacturing & production     18,835,981     6.7        14,146,848     6.8
Furniture and fixtures ...     15,022,229     5.3         3,161,848     1.5
Energy ...................     12,325,000     4.4        12,325,000     6.0
Automotive ...............      6,257,771     2.2              --       --
Telecommunications .......      4,634,089     1.6        21,189,848    10.2
Medical ..................      3,872,541     1.4              --       --
Office equipment .........      2,764,522     1.0         2,764,522     1.3
Miscellaneous ............      1,959,915      .7         3,766,472     1.8
Material handling ........           --       --          4,554,815     2.2
                             ------------   -----      ------------   -----
                                                       
                             $280,812,167   100.0%     $207,480,911   100.0%
                             ============   =====      ============   =====
                                                      
     The Partnership has one transaction which  individually  represents greater
than 10% of the  total  portfolio  equipment  cost at  December  31,  1998.  The
equipment  is  an  aircraft  subject  to  lease  with  Federal  Express,   which
represented 14.6% of the total portfolio equipment cost at December 31, 1998.

Item 2.  Properties

     The  Partnership  neither owns nor leases office space or equipment for the
purpose of managing its day-to-day affairs.


<PAGE>


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

                                December 31, 1998

Item 3.  Legal Proceedings

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

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 1998.

PART II

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

     The Partnership's limited partnership interests are 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,
       --------------                         ---------------------------------
                                                1998                     1997
                                                ----                     ----

      Limited Partners                         4,649                    2,777
      General Partner                              1                        1


<PAGE>


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

                                December 31, 1998

Item 6.  Selected Consolidated Financial and Operating Data

                                              Years Ended December 31,
                                       --------------------------------------
                                          1998          1997          1996
                                          ----          ----          ----

Total revenue ......................   $17,207,618   $ 9,749,244   $1,564,069
                                       ===========   ===========   ==========

Net income .........................   $ 2,689,176   $ 2,649,580   $  405,451
                                       ===========   ===========   ==========

Net income allocable
   to limited partners .............   $ 2,662,284   $ 2,623,084   $  401,396
                                       ===========   ===========   ==========

Net income allocable
   to the General Partner ..........   $    26,892   $    26,496   $    4,055
                                       ===========   ===========   ==========

Weighted average limited
   partnership units outstanding ...       808,650       413,677      156,222
                                       ===========   ===========   ==========

Net income per weighted
   average limited partnership unit    $      3.29   $      6.34   $     2.57
                                       ===========   ===========   ==========

Distributions to limited partners ..   $ 8,692,479   $ 4,147,829   $1,361,099
                                       ===========   ===========   ==========

Distributions to the General Partner   $    87,803   $    41,125   $   13,749
                                       ===========   ===========   ==========

                                                    December 31,
                                   ------------------------------------------
                                       1998           1997           1996
                                       ----           ----           ----

Total assets ...                   $216,387,240   $153,066,319   $ 48,486,070
                                   ============   ============   ============
                                  
Partners' equity                   $ 77,741,448   $ 45,901,123   $ 22,865,854
                                   ============   ============   ============
                  
     The above selected  financial  data should be read in conjunction  with the
consolidated  financial statements and related notes appearing elsewhere in this
report.  No data is presented for 1995 or 1994 since the  Partnership  commenced
operations on January 19, 1996, the initial closing date.


<PAGE>


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

                                December 31, 1998

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.  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   units   were   admitted   representing   $24,917,252   of   capital
contributions.  In 1997, 285,927.35 units were admitted representing $28,592,735
of capital  contributions  and from January 1, 1998 through  September  16, 1998
(the final closing date) 438,899 units were admitted representing $43,852,899 of
capital  contributions.   The  Partnership  redeemed  1,902  and  1,625  limited
partnership units in 1998 and 1997,  respectively,  leaving  996,469.18  limited
partnership units outstanding at December 31, 1998

     The Partnership's portfolio consisted of net investments in finance leases,
investments in estimated unguaranteed residual values,  leveraged leases, equity
investments in joint ventures and financings  representing  77%, 15%, 6%, 1% and
1% of total investments at December 31, 1998, respectively, and 72%, 18%, 8%, 1%
and 1% of total investments at December 31, 1997, respectively.

Results of Operations for the Years Ended December 31, 1998 and 1997

     For the years ended December 31, 1998 and 1997, the  Partnership  purchased
and  leased or  financed  equipment  with an  initial  cost of  $91,615,445  and
$119,155,086, respectively, to 42 and 13 lessees or equipment users.

     Revenues  for  the  year  ended   December   31,  1998  were   $17,207,618,
representing  an  increase  of  $7,458,374  or 77 % from 1997.  The  increase in
revenues resulted  primarily from an increase in finance income of $8,332,118 or
135%,  an  increase  in  interest  income and other of  $239,207  or 204% and an
increase in income from  leveraged  leases of $130,270 or 10%.  These  increases
were  partially  offset by a decrease in net gain on sales from  remarketing  of
equipment of $1,054,679 or 60% and a decrease in income from equity  investments
in joint  ventures of $188,542 or 43%. The increase in finance  income  resulted
from an increase in the average size of the finance lease portfolio from 1997 to
1998. Interest income and other increased due to an increase in the average cash
balance from 1997 to 1998.  Income from  leveraged  leases  increased due to the
increase in the net  investment in leveraged  leases from 1997 to 1998.  The net
gain on sales or  remarketing  of  equipment  decreased  due to the prior year's
termination  of the  Partnership's  residual  interests in two  offshore  supply
vessels. The 1997 gain relating to the vessels totaled $1,709,610.  The decrease
in income from equity investments in joint ventures decreased as a result of one
of the underlying  joint  ventures'  increase in its provision for bad debts. In
December 1998, the Partnership entered into a new joint venture,  however, there
were no revenues generated from such joint venture in 1998.

     Expenses  for  the  year  ended   December   31,  1998  were   $14,518,442,
representing  an  increase  of  $7,418,778  or 104% from 1997.  The  increase in
expenses  resulted  primarily from an increase in interest expense of $4,397,798
or 120%,  an increase in  amortization  of initial  direct  costs of $997,783 or
107%,  an  increase  in  management  fees of $815,067 or 54%, an increase in the
provision  for bad debts of  $550,000 or 367%,  an  increase  in  administrative
expense   reimbursements  of  $353,035  or  54%,  an  increase  in  general  and
administrative  fees of $304,959 or 164% and an increase in minority interest in
joint venture of $136 or 3%.  Interest  expense  increased due to an increase in
the average debt outstanding  from 1997 to 1998.  Amortization of initial direct
costs, management fees, administrative expense


<PAGE>


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

                                December 31, 1998

reimbursements  and  general and  administrative  expenses  increased  due to an
increase in the average size of the portfolio  from 1997 to 1998. As a result of
an  analysis  of  delinquency,  assessment  of  overall  risk  and a  review  of
historical loss experience,  the Partnership determined that a provision for bad
debt of $700,000 was required for the year ended December 31, 1998,  compared to
$150,000 for 1997.

     Net income for the years ended  December  31, 1998 and 1997 was  $2,689,176
and  $2,649,580,  respectively.  The net income  per  weighted  average  limited
partnership unit was $3.29 and $6.34 for 1998 and 1997,  respectively,  weighted
from the date each unit was admitted to the Partnership.

Results of Operations for the Years Ended December 31, 1997 and 1996

     For the years ended December 31, 1997 and 1996, the  Partnership  purchased
and leased or  financed  equipment  with an  initial  cost of  $119,155,086  and
$91,413,135, respectively, to 13 and 198 lessees or equipment users.

     Revenues for the year ended December 31, 1997 were $9,749,244  representing
an increase of $8,185,175  from 1996. The increase in revenues was  attributable
to an increase in finance income of $5,215,851, an increase in net gain on sales
or  remarketing  of equipment of  $1,748,790 or 100%, an increase in income from
leverage leases of $924,541 and an increase in income from equity  investment in
joint ventures of $436,216.  These increases were partially offset by a decrease
in interest income and other of $140,223 or 54%. Finance income increased due to
the increase in the average  size of the  portfolio  from 1996 to 1997.  The net
gain on sales or  remarketing  of equipment  increased  due to the December 1997
termination  of the  Partnership's  residual  interests in two  offshore  supply
vessels  resulting in a gain on termination of $1,709,610.  Income from leverage
leases  increased due to the increase in the average size of the leverage  lease
portfolio  from 1996 to 1997.  Income from equity  investment in joint  ventures
increased as a direct  result of the  Partnership's  1997  contribution  to ICON
Receivables  1997-A  L.L.C.   ("1997-A")  and  ICON  Receivables  1997-B  L.L.C.
("1997-B").  These  contributions  consisted  of  equipment  lease  and  finance
receivables,  residuals and cash totaling $6,650,460.  Interest income and other
decreased due to a decrease in the average cash balance from 1996 to 1997.

     Expenses for the year ended December 31, 1997 were $7,099,664, representing
an increase of $5,941,046  from 1996. The increase in expenses was  attributable
to an increase in interest expense of $3,254,317, an increase in management fees
of $1,257,261,  an increase in  amortization of initial direct cost of $701,338,
an increase in administrative  expense reimbursement of $534,510, an increase in
general and  administrative  expenses of $114,240,  an increase in provision for
bad debts of $75,000 and an increase  in minority  interest in joint  venture of
$4,380.  Interest  expense  increased  due to the  increase in the average  debt
outstanding from 1996 to 1997.  Management fees,  amortization of initial direct
cost,  administrative  expense  reimbursement  and  general  and  administrative
expenses increased due to the increase in the average size of the portfolio from
1996 to 1997.  As a result of an  analysis  of  delinquency,  an  assessment  of
overall  risk  and a review  of  historical  loss  experience,  the  Partnership
determined  that a provision  for bad debt of $150,000 was required for the year
ended  December 31, 1997.  The  increase in minority  interest in joint  venture
resulted from the Partnership's 1997 investment in joint ventures.


<PAGE>


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

                                December 31, 1998

     Net income for the years ended  December  31, 1997 and 1996 was  $2,649,580
and  $405,451,  respectively.  The  net  income  per  weighted  average  limited
partnership unit was $6.34 and $2.57, respectively,  weighted from the date each
unit was admitted to the Partnership.

Liquidity and Capital Resources

     The Partnership's primary sources of funds in 1998, 1997 and 1996 were cash
provided by  operations  of $535,582,  $1,596,086  and  $873,899,  respectively,
capital contributions, net of offering expenses, of $37,935,017, $24,730,458 and
$23,834,251,  respectively,  and proceeds from sale of equipment of  $4,903,647,
$7,315,408 and $0, respectively. These funds were used to purchase equipment and
pay cash distributions. The Partnership intends to purchase additional equipment
and fund cash distributions, utilizing cash from operations, proceeds from sales
of equipment and additional borrowings.

      The  Partnership's  notes  payable  at  December  31,  1998 and 1997 total
$137,072,754   and   $105,837,767,   respectively.   These  amounts  consist  of
$110,848,356 and $77,606,726 in non-recourse notes,  respectively,  and recourse
notes payable of $26,224,398 and $28,231,041,  respectively, which relate to the
Partnership's investment in estimated unguaranteed residual values (see Note 4).

      The  Partnership and an affiliate,  ICON Income fund Eight A L.P.  ("Eight
A") entered into a joint line of credit agreement (the "Facility") with a lender
in December 1998. The maximum amount available under the Facility is $5,000,000.
The Facility is secured by eligible receivables and residuals and bears interest
at Prime plus a half percent.  At December 31, 1998 the  Partnership and Eight A
had $0 and $5,000,000, respectively, outstanding under the Facility.

      In March 1997 the  Partnership,  ICON Cash Flow Partners,  L.P.,  Series D
("Series D"), and ICON Cash Flow Partners L.P. Six ("L.P. Six"), contributed and
assigned  equipment  lease  and  finance   receivables  and  residuals  to  ICON
Receivables  1997-A LLC  ("1997-A"),  a special  purpose  entity created for the
purpose  of  originating  leases,   managing  existing  contributed  assets  and
securitizing its portfolio.  In September 1997 the  Partnership,  ICON Cash Flow
Partners,  L.P.,  Series E ("Series  E") and L.P. Six  contributed  and assigned
additional  equipment lease and finance receivables and residuals to 1997-A. The
Partnership,  Series D, Series E and L.P. Six received a 19.97%,  17.81%, 31.19%
and 31.03% interest, respectively, in 1997-A based on the present value of their
related contributions.  In September 1997, 1997-A securitized  substantially all
of its equipment leases and finance receivables and residuals. 1997-A became the
beneficial owner of a trust. The Partnership's  original investment was recorded
at cost and is  adjusted  by its share of  earnings,  losses  and  distributions
thereafter.

      In  August  1997  the  Partnership,  Series  E and L.P.  Six  formed  ICON
Receivables  1997-B LLC  ("1997-B"),  a special  purpose  entity  formed for the
purpose of originating  leases and securitizing its portfolio.  The Partnership,
Series E and L.P. Six contributed $500,000 (16.67% interest), $2,250,000 (75.00%
interest) and $250,000 (8.33%  interest),  respectively  to 1997-B.  In order to
fund the acquisition of leases,  1997-B obtained a warehouse  borrowing facility
from Prudential Securities Credit Corporation (the "1997-B Warehouse Facility").
In October 1998, 1997-B completed an equipment securitization.  The net proceeds
from the  securitization  of these  assets  were used to pay-off  the  remaining
1997-B Warehouse Facility balance and any remaining proceeds were distributed to
the  1997-B  members  in  accordance  with  their  membership   interests.   The
Partnership's  original  investment  was recorded at cost and is adjusted by its
share of earnings, losses and distributions thereafter.


<PAGE>


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

                                December 31, 1998

     In  December  1998 the  Partnership  and three  affiliates,  ICON Cash Flow
Partners,  L.P.,  Series C ("Series  C"),  L.P. Six and ICON Income Fund Eight A
L.P.  ("Eight A") formed ICON Boardman Funding LLC, for the purpose of acquiring
a lease with Portland General Electric.  The purchase price totaled $27,421,810,
and was funded with cash and  non-recourse  debt assumed in the purchase  price.
The  Partnership,  Series C, L.P.  Six and Eight A received a .5%,  .5%, .5% and
98.5% interest,  respectively,  in the joint venture. The Partnership's original
investment was recorded at cost and is adjusted by its share of earnings, losses
and distributions, thereafter.

      Cash  distributions  to the limited  partners for the years ended December
31, 1998 and 1997,  which were paid monthly  totaled  $8,692,479 and $4,147,829,
respectively  of which  $2,662,284  and  $2,623,084  was  investment  income and
$6,030,195  and $1,524,745  was a return of capital,  respectively.  The monthly
annualized  cash  distribution  rate to  limited  partners  for the years  ended
December 31, 1998 and 1997 was 10.75%,  of which 3.29% and 6.34% was  investment
income and 7.46% and 4.41% was a return of capital respectively, calculated as a
percentage of each partners' initial capital  contribution.  The limited partner
distribution  per weighted average unit outstanding for the years ended December
31, 1998 and 1997 was $10.75, of which $3.29 and $6.34 was investment income and
$7.46 and $4.41 was a return of capital, respectively.

     As of December 31, 1998, except as noted above,  there were no known trends
or demands,  commitments,  events or uncertainties  which are likely to have any
material  effect on  liquidity.  As cash is realized from  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.

Year 2000 Issue

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

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


<PAGE>


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

                                December 31, 1998

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



<PAGE>


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

                                December 31, 1998

Item 8.  Consolidated Financial Statements and Supplementary Data


                   Index to Consolidated Financial Statements


                                                                    Page Number
                                                                    -----------
Independent Auditors' Report                                              11

Consolidated Balance Sheets as of
  December 31, 1998 and 1997                                           12-13

Consolidated Statements of Operations for the
  Years Ended December 31, 1998, 1997 and 1996                            14

Consolidated Statements of Changes in Partners'
  Equity for the Years Ended
  December 31, 1998, 1997 and 1996                                     15-16

Consolidated Statements of Cash Flows for the
  Years Ended December 31, 1998, 1997 and 1996                         17-19

Notes to Consolidated Financial Statements                             20-29



<PAGE>








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

                        Consolidated Financial Statements

                                December 31, 1998

                   (With Independent Auditors' Report Thereon)



<PAGE>











                          INDEPENDENT AUDITORS' REPORT




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

We have audited the accompanying  consolidated  balance sheets of ICON Cash Flow
Partners L.P. Seven (a Delaware limited partnership) as of December 31, 1998 and
1997, and the related statements of operations, changes in partners' equity, and
cash flows for each of the years in the three year  period  ended  December  31,
1998. These  consolidated  financial  statements are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
consolidated 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 consolidated  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, 1998 and 1997,  and the results of its
operations  and its cash  flows for each of the years in the three  year  period
ended  December 31, 1998,  in  conformity  with  generally  accepted  accounting
principles.



                                           /s/ KPMG LLP
                                           -------------------------------------
                                           KPMG LLP



March 12, 1999
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>

                                                            1998             1997
                                                            ----             ----
         Assets

<S>                                                    <C>              <C>          
Cash ...............................................   $   3,899,054    $   4,516,385
                                                       -------------    -------------

Investment in finance leases
   Minimum rents receivable ........................     122,539,958       89,824,617
   Estimated unguaranteed residual values ..........      77,403,065       33,168,213
   Initial direct costs ............................       3,943,900        2,851,751
   Unearned income .................................     (39,516,143)     (23,581,783)
   Allowance for doubtful accounts .................        (868,450)        (155,000)
                                                       -------------    -------------

                                                         163,502,330      102,107,798

Investment in estimated unguaranteed residual values      31,718,541       31,718,541
                                                       -------------    -------------

Net investment in leveraged leases .................      12,568,089       11,146,488
                                                       -------------    -------------

Investments in unconsolidated joint ventures .......       1,490,820        1,828,453
                                                       -------------    -------------

Investment in financings
   Receivables due in installments .................       2,357,992          906,283
   Initial direct costs ............................           5,169           16,480
   Unearned income .................................        (620,501)        (197,918)
   Allowance for doubtful accounts .................          (8,772)         (22,222)
                                                       -------------    -------------

                                                           1,733,888          702,623
                                                       -------------    -------------

Other assets .......................................       1,474,518        1,046,031
                                                       -------------    -------------

Total assets .......................................   $ 216,387,240    $ 153,066,319
                                                       =============    =============

</TABLE>







                                                        (continued on next page)


<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                  December 31,
<TABLE>

                                                              1998            1997
                                                              ----            ----

       Liabilities and Partners' Equity

<S>                                                      <C>              <C>          
Notes payable - non-recourse .........................   $ 110,848,356    $  77,606,726
Note payable - recourse ..............................      26,224,398       28,231,041
Accounts payable-equipment ...........................         501,318        1,011,196
Accounts payable - General Partner and affiliates, net          95,670           28,150
Security deposits, deferred credits and other payables         951,199          267,748
Minority interest in consolidated joint venture ......          24,851           20,335
                                                         -------------    -------------
                                                           138,645,792      107,165,196

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ...................................         (84,234)         (23,323)
   Limited partners (996,469.18 and 559,842.19 units
     outstanding, $100 per unit original
     issue price in 1998 and 1997, respectively) .....      77,825,682       45,924,446
                                                         -------------    -------------

     Total partners' equity ..........................      77,741,448       45,901,123
                                                         -------------    -------------

Total liabilities and partners' equity ...............   $ 216,387,240    $ 153,066,319
                                                         =============    =============
</TABLE>
















See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Operations

                        For the Years Ended December 31,
<TABLE>

                                                                 1998          1997          1996
                                                                 ----          ----          ----

Revenues

<S>                                                          <C>           <C>           <C>        
   Finance income ........................................   $14,487,893   $ 6,155,775   $   939,924
   Income from leveraged leases, net .....................     1,421,601     1,291,331       366,790
   Net gain on sales or remarketing of equipment .........       694,111     1,748,790          --
   Interest income and other .............................       356,339       117,132       257,355
   Income from investments in
     unconsolidated joint ventures .......................       247,674       436,216          --
                                                             -----------   -----------   -----------

   Total revenues ........................................    17,207,618     9,749,244     1,564,069
                                                             -----------   -----------   -----------

Expenses

   Interest ..............................................     8,050,315     3,652,517       398,200
   Management fees - General Partner .....................     2,337,112     1,522,045       264,784
   Amortization of initial direct costs ..................     1,929,906       932,123       230,785
   Administrative expense
     reimbursements - General Partner ....................     1,005,354       652,319       117,809
   Provision for bad debts ...............................       700,000       150,000        75,000
   General and administrative ............................       491,239       186,280        72,040
   Minority interest expense in consolidated joint venture         4,516         4,380          --
                                                             -----------   -----------   -----------

   Total expenses ........................................    14,518,442     7,099,664     1,158,618
                                                             -----------   -----------   -----------

Net income ...............................................   $ 2,689,176   $ 2,649,580   $   405,451
                                                             ===========   ===========   ===========

Net income allocable to:
   Limited partners ......................................   $ 2,662,284   $ 2,623,084   $   401,396
   General Partner .......................................        26,892        26,496         4,055
                                                             -----------   -----------   -----------

                                                             $ 2,689,176   $ 2,649,580   $   405,451
                                                             ===========   ===========   ===========

Weighted average number of limited
   partnership units outstanding .........................       808,650       413,677       156,222
                                                             ===========   ===========   ===========

Net income per weighted average
   limited partnership unit ..............................   $      3.29   $      6.34   $      2.57
                                                             ===========   ===========   ===========
</TABLE>




See accompanying notes to consolidated financial statements.


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity

              For the Years Ended December 31, 1998, 1997 and 1996
<TABLE>

                                   Limited Partner Distributions
                                   -----------------------------
                                      Return of    Investment        Limited     General
                                       Capital       Income          Partners    Partner     Total
                                      ---------    ----------        --------    -------     -----
                                    (Per weighted average unit)
<S>                                    <C>            <C>            <C>           <C>        <C>  

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

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

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

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

Cash distributions
   to partners                        $  8.18       $  2.57         (1,361,099)  (13,749)  (1,374,848)

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

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

Proceeds from issuance
   of limited partnership
   units (285,927.35 units)                                         28,592,735      -      28,592,735

Sales and
   offering expenses                                                (3,862,277)     -      (3,862,277)

Limited partnership units
   redeemed (1,625.63 units)                                          (155,815)     -        (155,815)


</TABLE>



                                                        (continued on next page)


<PAGE>


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

       Consolidated Statements of Changes in Partners' Equity (continued)

              For the Years Ended December 31, 1998, 1997 and 1996
<TABLE>

                                   Limited Partner Distributions
                                   -----------------------------
                                      Return of    Investment        Limited     General
                                       Capital       Income          Partners    Partner     Total
                                      ---------    ----------        --------    -------     -----
                                    (Per weighted average unit)
<S>                                    <C>            <C>              <C>         <C>        <C>  

Cash distributions
   to partners                        $  4.41       $  6.34         (4,147,829)  (41,125)  (4,188,954)

Net income                                                           2,623,084    26,496    2,649,580
                                                                   -----------  --------  -----------

Balance at
   December 31, 1997                                                45,924,446   (23,323)  45,901,123

Proceeds from issuance
   of limited partnership
   units (438,528.99 units)                                         43,852,899       -     43,852,899

Sales and offering expenses                                         (5,917,882)      -     (5,917,882)

Limited partnership units
   redeemed (1,902 units)                                               (3,586)      -         (3,586)

Cash distributions to partners        $  7.46       $  3.29         (8,692,479)  (87,803)  (8,780,282)

Net income                                                           2,662,284    26,892    2,689,176
                                                                   -----------  --------  -----------
Balance at
   December 31, 1998                                               $77,825,682  $(84,234) $77,741,448
                                                                   ===========  ========  ===========

</TABLE>











See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

                                                                    1998            1997             1996
                                                                    ----            ----             ----
Cash flows from operating activities:
<S>                                                             <C>             <C>             <C>         
   Net income ...............................................   $  2,689,176    $  2,649,580    $    405,451
                                                                ------------    ------------    ------------
   Adjustments to reconcile net income to
   net cash provided by operating activities:
     Net gain on sales or remarketing of equipment ..........       (694,111)     (1,748,790)           --
     Finance income portion of receivables
       paid directly to lenders by lessees ..................    (12,717,263)     (5,912,799)       (608,965)
     Amortization of initial direct costs ...................      1,929,906         932,123         230,785
     Interest expense on non-recourse
       financings paid directly by lessees ..................      7,701,737       3,463,617         395,645
     Income from leveraged leases, net ......................     (1,421,601)     (1,291,331)       (366,790)
     Income from investments in
       unconsolidated joint ventures ........................       (247,674)       (436,216)           --
     Minority interest expense in consolidated joint venture           4,516           4,380            --
     Changes in operating assets and liabilities:
       Allowance for doubtful accounts ......................        700,000         102,222          75,000
       Other assets .........................................        104,423        (703,491)       (148,941)
       Distributions received from
         unconsolidated joint ventures ......................      1,076,141       5,258,223            --
       Investments in unconsolidated joint ventures .........       (490,834)     (1,259,244)       (100,000)
       Account payable to General Partner and affiliates, net         67,520        (410,147)        438,297
       Collection of principal
         - non-financed receivables .........................      1,095,505         516,966         498,027
       Minority interest in joint venture ...................           --              --            15,955
       Security deposits, deferred credits and other payables        683,451         207,446          60,303
       Other, net ...........................................         54,690         223,547         (20,868)
                                                                ------------    ------------    ------------

         Total adjustments ..................................     (2,153,594)     (1,053,494)        468,448
                                                                ------------    ------------    ------------

       Net cash provided by operating activities ............        535,582       1,596,086         873,899
                                                                ------------    ------------    ------------

Cash flows from investing activities:
   Equipment and receivables purchased ......................    (29,291,730)    (20,121,149)    (19,898,183)
   Proceeds from sale of equipment ..........................      4,903,647       7,315,408            --
   Initial direct costs .....................................     (3,268,593)     (3,363,765)     (2,737,818)
                                                                ------------    ------------    ------------

       Net cash used in investing activities ................    (27,656,676)    (16,169,506)    (22,636,001)
                                                                ------------    ------------    ------------

</TABLE>


                                                        (continued on next page)


<PAGE>


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

                Consolidated Statements of Cash Flows (continued)

                        For the Years Ended December 31,
<TABLE>

                                                            1998           1997            1996
                                                            ----           ----            ----

<S>                                                      <C>             <C>             <C>       
Cash flows from financing activities:
   Issuance of limited partnership units,
     net of offering expenses ......................     37,935,017      24,730,458      23,834,251
   Cash distributions to partners ..................     (8,780,282)     (4,188,954)     (1,374,848)
   Redeemed units ..................................         (3,586)           --              --
   Principal payments on notes payable - recourse ..     (2,250,000)     (2,150,000)           --
   Principal payments on note payable - non-recourse       (397,386)           --              --
   Proceeds from affiliate loan ....................           --         4,250,000            --
   Principal payments on loans from affiliate ......           --        (4,250,000)           --
   Refund of initial limited partners'
     capital contribution ..........................           --              --            (1,000)
                                                       ------------    ------------    ------------

       Net cash provided by financing activities ...     26,503,763      18,391,504      22,458,403
                                                       ------------    ------------    ------------

Net increase (decrease) in cash ....................       (617,331)      3,818,084         696,301

Cash at beginning of year ..........................      4,516,385         698,301           2,000
                                                       ------------    ------------    ------------

Cash at end of year ................................   $  3,899,054    $  4,516,385    $    698,301
                                                       ============    ============    ============



</TABLE>

















See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Statements of Cash Flows (continued)

Supplemental Disclosure of Cash Flow Information

      Interest  expense of  $8,050,315,  $3,652,517  and  $398,200 for the years
ended  December  31,  1998,  1997 and 1996  consisted  of:  interest  expense on
non-recourse  financings  paid or accrued  to lenders by lessees of  $7,701,737,
$3,463,617 and $395,645,  respectively, and other interest of $348,578, $188,900
and $2,555, respectively.

      For the years ended December 31, 1998, 1997 and 1996,  non-cash activities
included the following:
<TABLE>

                                                                   1998            1997            1996
                                                                   ----            ----            ----

Fair value of equipment and receivables
<S>                                                          <C>             <C>             <C>           
   purchased for debt and payables                           $ (63,334,912)  $ (106,011,532) $ (59,189,952)
Non-recourse and recourse notes payable
   assumed in purchase price                                    62,833,594      105,000,336     57,399,235
Accounts payable - equipment                                       501,318        1,011,196      1,790,717

Principal and interest on
   finance receivables paid directly
   to lenders by lessees                                        35,688,131       17,766,016      3,625,762
Principal and interest on non-recourse
   financings paid directly to lenders
   by lessees                                                  (35,688,131)     (17,766,016)    (3,625,762)

Decrease in investment in finance leases due
   to terminations                                               1,208,183        6,025,115         -
Decrease in notes payable non-recourse
   due to terminations                                          (1,208,183)      (6,025,115)        -

Decrease in investments in finance leases and
   financings due to contribution to
   unconsolidated joint ventures                                   -             5,391,216          -
Increase in investments in
   unconsolidated joint ventures                                   -            (5,391,216)         -
                                                             -------------   --------------  --------------

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




<PAGE>


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

                          Notes to Financial Statements

                                December 31, 1998

1.    Organization

     ICON Cash Flow Partners L.P. Seven (the  "Partnership"),  was formed on May
23, 1995 as a Delaware limited partnership.  The Partnership's  maximum offering
was $100,000,000.  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 units
were  admitted  representing  $24,917,252  of  capital  contributions,  in 1997,
285,927.35 units were admitted representing $28,592,735 of capital contributions
and from January 1, 1998 through  September  16, 1998 (the final  closing  date)
438,528.99   units   were   admitted   representing   $43,852,899   of   capital
contributions.  The Partnership redeemed 1,902 and 1,625.63 partnership units in
1998 and  1997,  respectively,  leaving  996,469.18  limited  partnership  units
outstanding at December 31, 1998

      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,  received an
underwriting commission on the gross proceeds from sales of all units. The total
underwriting  compensation  paid  by  the  Partnership,  including  underwriting
commissions,   sales  commissions,   incentive  fees,  public  offering  expense
reimbursements  and due diligence  activities is limited to 13 1/2% of the gross
proceeds received from the sale of the units. Such offering expenses  aggregated
$13,499,957, including $5,499,981 paid to the General Partner or its affiliates,
and such costs 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.

      Certain  reclassifications  have been made to prior years'  statements  to
conform to the 1998 presentation.



<PAGE>


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

                    Notes to Financial Statements - Continued

      Consolidation - The consolidated financial statements include the accounts
of the  Partnership and its majority owned  subsidiary,  ICON Cash Flow Partners
L.L.C.  III. All  inter-company  accounts and transactions have been eliminated.
The Partnership accounts for its interests in less than 50% owned joint ventures
under the equity method of accounting. In such cases, the Partnership's original
investments are recorded at cost and adjusted for its share of earnings,  losses
and distributions thereafter.

      Leases - The  Partnership  accounts  for owned  equipment  leased to third
parties as finance  leases or  leveraged  leases,  as  appropriate.  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  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 Estimated  Unguaranteed  Residual  Values - In December 1996,
the  Partnership  purchased an option to acquire an interest in a drilling  rig.
The Partnership  exercised its option at the time of purchase and became the 50%
owner  of  the  future  estimated  unguaranteed  residual.  In  July  1997,  the
Partnership  purchased  options to acquire the interests in three Boeing 737-300
aircraft.  The  Partnership  exercised  its options at the time of purchase  and
became the owner of the future estimated unguaranteed residuals.  The assets are
carried at cost  (which is at least equal to or less than  market  value)  until
sale  or  release  of the  equipment,  at  which  time a gain  or  loss  will be
recognized  on  each  transaction.  No  income  will  be  recognized  until  the
underlying  equipment  is  sold  or  released.  (See  Note 4 for  discussion  of
investment in estimated unguaranteed residual value).

      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.

     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.  Separate disclosure of fair
value information as of December 31, 1998 and 1997 with respect to the Company's
assets and liabilities is not provided because (i) SFAS No. 107 does not require
disclosures  about the fair value of lease  arrangements  and (ii) the  carrying
value of financial assets, other than lease related investments, and


<PAGE>


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

                    Notes to Financial Statements - Continued

certain  payables  approximates  market  value and (iii) fair value  information
concerning certain  non-recourse debt obligations is not practicable to estimate
without  incurring  excessive costs to obtain all the information  that would be
necessary to derive a market rate.

     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  Financial
Accounting  Standards  Board ("FASB")  issued SFAS No. 121,  "Accounting for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of,"
which was effective beginning in 1996.

     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.

     New Accounting  Pronouncements - In June 1998 the FASB issued SFAS No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities."  SFAS No. 133
requires that an entity recognize all derivative instruments as either assets or
liabilities  in the balance sheet and measure those  instruments  at fair value.
SFAS No. 133 is effective for all quarters of fiscal years  beginning after June
15, 1999. The adoption of SFAS No. 133 is not expected to have a material effect
on the Partnership's net income, partners' equity or total assets.


<PAGE>


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

                    Notes to Financial Statements - Continued

3.   Investments in Joint Ventures

     The Partnership  and affiliates  formed four joint ventures for the purpose
of acquiring and managing various assets.

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

ICON Cash Flow Partners L.L.C. III

      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 and cost $11,429,751.  The lease is a leveraged lease
and the lease term expires in March 2003 (see Note 6). 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."

     The three joint  ventures  described  below are less than 50% owned and are
accounted for following the equity method.

ICON Receivables 1997-A L.L.C.

      In March 1997 the  Partnership,  ICON Cash Flow Partners,  L.P.,  Series D
("Series D"), and ICON Cash Flow Partners L.P. Six ("L.P. Six"), contributed and
assigned  equipment  lease  and  finance   receivables  and  residuals  to  ICON
Receivables 1997-A L.L.C.  ("1997-A"),  a special purpose entity created for the
purpose  of  originating  leases,   managing  existing  contributed  assets  and
securitizing its portfolio. In September 1997 the Partnership, Series E and L.P.
Six contributed and assigned additional  equipment lease and finance receivables
and  residuals  to 1997-A.  The  Partnership,  Series D,  Series E and L.P.  Six
received a 19.97%, 17.81%, 31.19% and 31.03% interest,  respectively,  in 1997-A
based on the present value of their  related  contributions.  The  Partnership's
contributions  amounted to $5,391,216 in assigned leases and $275,000 of cash in
1997 and  $105,719  of cash in  1998.  In  September  1997,  1997-A  securitized
substantially all of its equipment leases and finance receivables and residuals.
1997-A  became  the  beneficial  owner of a trust.  The  Partnership's  original
investment was recorded at cost and is adjusted by its share of earnings, losses
and distributions thereafter.



<PAGE>


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

                    Notes to Financial Statements - Continued

     Information  as to the  financial  position  and results of  operations  of
1997-A as of and for the year ended  December  31,  1998 and 1997 is  summarized
below:

                                         December 31, 1998   December 31, 1997

Assets                                    $    31,845,710     $  50,911,005
                                          ===============     =============

Liabilities                               $    27,065,004     $  45,143,569
                                          ===============     =============

Equity                                    $     4,780,706     $   5,767,436
                                          ===============     =============

Partnership's share of equity             $     1,097,916     $   1,294,917
                                          ===============     =============

                                             Year Ended         Year Ended
                                         December 31, 1998   December 31, 1997

Net income                                $     1,050,957     $   1,298,430
                                          ===============     =============

Partnership's share of net income         $       209,824     $     402,680
                                          ===============     =============

Distributions                             $     2,367,147     $  33,965,442
                                          ===============     =============

Partnership's share of distributions      $       512,544     $   5,258,223
                                          ===============     =============

ICON Receivables 1997-B L.L.C.

      In  August  1997  the  Partnership,  Series  E and L.P.  Six  formed  ICON
Receivables  1997-B L.L.C.  ("1997-B"),  a special purpose entity formed for the
purpose of originating  leases and securitizing its portfolio.  The Partnership,
Series E and L.P. Six contributed  cash and received a 16.67%,  75.00% and 8.33%
interest, respectively, in 1997-B. The Partnership's cash contributions amounted
to $500,000 in 1997 and $328,155 in 1998.  In order to fund the  acquisition  of
leases,   1997-B  obtained  a  warehouse   borrowing  facility  from  Prudential
Securities  Credit  Corporation (the "1997-B  Warehouse  Facility").  In October
1998,  1997-B completed an equipment  securitization.  The net proceeds from the
securitization  of these  assets  were  used to  pay-off  the  remaining  1997-B
Warehouse  Facility  balance and any remaining  proceeds were distributed to the
1997-B members in accordance with their membership interests.  The Partnership's
original  investment  was  recorded  at cost  and is  adjusted  by its  share of
earnings, losses and distributions thereafter.


<PAGE>


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

                    Notes to Financial Statements - Continued

     Information  as to the  financial  position  and results of  operations  of
1997-B as of and for the year ended  December  31,  1998 and 1997 is  summarized
below:

                                          December 31, 1998   December 31, 1997
                                          -----------------   -----------------

Assets                                    $     39,665,292    $    18,209,360
                                          ================    ===============

Liabilities                               $     37,649,430    $    15,008,185
                                          ================    ===============

Equity                                    $      2,015,862    $     3,201,175
                                          ================    ===============

Partnership's share of equity             $        335,944    $       533,536
                                          ================    ===============

                                             Year Ended          Year Ended
                                          December 31, 1998   December 31, 1997
                                          -----------------   -----------------

Net income                                $        227,057    $       201,175
                                          ================    ===============

Partnership's share of net income         $         37,850    $        33,536
                                          ================    ===============

Distributions                             $      3,380,904    $           -
                                          ================    ===============

Partnership's share of distributions      $        563,597    $           -
                                          ================    ===============

ICON Boardman Funding L.L.C.

     In  December  1998 the  Partnership  and three  affiliates,  ICON Cash Flow
Partners,  L.P.,  Series C ("Series  C"),  L.P. Six and ICON Income Fund Eight A
L.P.  ("Eight A") formed ICON  Boardman  Funding  L.L.C.  ("ICON  BF"),  for the
purpose of acquiring a lease with Portland General Electric.  The purchase price
totaled  $27,421,810,  and was funded with cash and non-recourse debt assumed in
the purchase price. The Partnership,  Series C, L.P. Six, and Eight A received a
 .5%, .5%, .5% and 98.5% interest,  respectively,  in ICON BF. The  Partnership's
original  investment was recorded at cost of $56,960 and will be adjusted by its
share of earnings, losses and distributions, thereafter. Simultaneously with the
acquisition  of the  Portland  General  Electric  lease by ICON BF,  the rent in
excess of the senior debt payments was acquired by L.P. Six for $3,801,108.

     Information as to the financial position of ICON BF as of December 31, 1998
is summarized below:

                                                   December 31, 1998
                                                   -----------------            
            Assets                                  $    23,620,702
                                                    ===============
            
            Liabilities                             $    12,228,713
                                                    ===============
            
            Equity                                  $    11,391,989
                                                    ===============
            
            Partnership's share of equity           $        56,960
                                                    ===============
            


<PAGE>


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

                    Notes to Financial Statements - Continued

     There was no income  statement  impact of this joint venture in 1998 as the
joint venture was formed at the end of the year.

4.   Investment in Estimated Unguaranteed Residual Values

     In December  1996,  the  Partnership  purchased a 50% share of an option to
acquire  the  100%  interest  in a  drilling  rig,  currently  on lease to Rowan
Companies, Inc. The Partnership exercised its option at the time of purchase and
became the 50% owner of the future estimated unguaranteed residual. The residual
investment cost  $12,325,000 and the lease to Rowan  Companies,  Inc. expires in
September 2000 at which time the Partnership will be entitled to the residual.

     In July  1997,  the  Partnership  purchased  options  to  acquire  the 100%
interests in three Boeing 737-300 aircraft,  currently on lease with Continental
Airlines.  The  Partnership  exercised  its options at the time of purchase  and
became  the 100%  owner of the  future  estimated  unguaranteed  residuals.  The
residual investments cost $19,393,541 and the leases for each aircraft expire in
August, October and November 2003 at which time the Partnership will be entitled
to the residuals.

5.  Gain on Disposal  of  Residual  Interest

     In December 1997 the Partnership  disposed of its residual  interest in two
offshore  supply  vessels.  The  disposal of the residual  interest  occurred in
connection  with the sale of the  vessels  to a third  party.  The  vessels  had
previously  been  chartered by a subsidiary  of Occidental  Petroleum,  Inc. The
Partnership  recognized  a  $1,709,610  gain upon  disposal  of its  interest in
December 1997.

6.   Net Investment in Leveraged Leases

     In August 1996, the Partnership acquired, subject to a leveraged lease, the
residual interest in an aircraft on lease with Federal Express.  The aircraft is
a McDonnell Douglas DC-10-30F built in 1986, and the lease expires in July 2004.
The purchase price was $40,973,585.

     In December 1996, the  Partnership  and an affiliate (see Note 3) acquired,
subject to a leveraged  lease, an aircraft on lease with  Continental  Airlines,
Inc. The aircraft is a McDonnell  Douglas  DC-10-30 built in 1976, and the lease
expires in March 2003. The purchase price was $11,429,751.

The net investment in the leveraged  leases as of December 31, 1998 consisted of
the following:

     Non-cancelable minimum rents receivable (net of
       principal and interest on non-recourse debt)    $    910,000  
     Estimated unguaranteed residual values ........     20,818,001
     Initial direct costs ..........................        977,393
     Unearned income ...............................    (10,137,305)
                                                       ------------
                                                       $ 12,568,089

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



<PAGE>


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

                    Notes to Financial Statements - Continued

      Non-cancelable  minimum rents receivable  relating to the leveraged leases
at  December  31,  1998  are   $47,868,154   while  principal  and  interest  on
non-recourse debt assumed in the purchase of the leveraged leases is $46,958,154
at December 31, 1998.

                                    Rents Due      Debt Payments
                                    ---------      -------------
                         1999      $ 7,742,360      $ 7,742,360
                         2000        8,022,359        7,742,359
                         2001        8,022,359        7,742,359
                         2002        8,022,359        7,742,359
                         2003        6,248,358        6,178,358
                   Thereafter        9,810,359        9,810,359
                                   -----------      -----------
                                                 
                                   $47,868,154      $46,958,154
                                   ===========      ===========
                                           

      Simultaneously  with the acquisition of the Federal  Express  transaction,
the rent in excess of the senior  debt  payments  and a portion of the  residual
value  thereof  was  acquired  by  an  affiliated  partnership,   Series  D  for
$11,503,251. A portion of this investment by Series D was later refinanced.

7.    Receivables Due in Installments

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

                          Finance
                Year       Leases       Financings       Total

                1999   $ 52,684,758   $    469,877   $ 53,154,635
                2000     38,450,524        459,400     38,909,924
                2001     22,019,616        438,466     22,458,082
                2002      6,388,514        411,740      6,800,254
                2003      1,684,397        508,350      2,192,747
          Thereafter      1,312,149         70,159      1,382,308
                       ------------   ------------   ------------
          
                       $122,539,958   $  2,357,992   $124,897,950
                       ============   ============   ============


<PAGE>


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

                    Notes to Financial Statements - Continued

8.   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
      
      Charged to operations ......      90,000      60,000      150,000
      Accounts written-off .......        --       (47,778)     (47,778)
                                     ---------   ---------    ---------
      Balance at December 31, 1997     155,000      22,222      177,222
      
      Charged to operations ......     713,450     (13,450)     700,000
                                     ---------   ---------    ---------
      Balance at December 31, 1998   $ 868,450   $   8,772    $ 877,222
                                     =========   =========    =========
      
9.   Notes Payable

     Notes payable  consists of non-recourse  notes payable of $110,848,356  (of
which  $109,063,850  is being paid  directly  to the  lenders by the lessees and
$1,784,506  is being paid from proceeds  received from an individual  lease) and
recourse  notes  payable  of  $26,224,398,  which  relate  to the  Partnership's
investment  estimated in  unguaranteed  residual  values (see Note 4). The notes
bear interest at rates ranging from 6.5% to 9.4% and mature as follows:

                        Notes Payable      Note Payable
            Year        Non-Recourse         Recourse            Total
            ----        ------------       ------------          -----
            1999       $ 39,192,106       $  2,250,000       $ 41,442,106
            2000         30,573,731          5,575,000         36,148,731
            2001         26,936,354               --           26,936,354
            2002         12,077,636               --           12,077,636
            2003          1,085,351         18,399,398         19,484,749
      Thereafter            983,178               --              983,178
                       ------------       ------------       ------------
                                                            
                       $110,848,356       $ 26,224,398       $137,072,754
                       ============       ============       ============
                                                  
     The Partnership and an affiliate, ICON Income fund Eight A L.P. ("Eight A")
entered into a joint line of credit  agreement (the "Facility") with a lender in
December 1998. The maximum  amount  available  under the Facility is $5,000,000.
The Facility is secured by eligible receivables and residuals and bears interest
at Prime plus a half percent.  At December 31, 1998 the  Partnership and Eight A
had $0 and $5,000,000, respectively, outstanding under the Facility.



<PAGE>


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

                    Notes to Financial Statements - Continued

10.  Related Party Transactions

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its affiliates  for the years ended December 31, 1998,  1997 and 1996
were as follows:

                                         Charged to                   Charged to
                                           Equity      Capitalized    Operations
                                         ----------    -----------    ----------
Underwriting commissions ............   $  551,081     $     --       $     --
Organization and offering expenses ..      964,392           --             --
Acquisition fees ....................         --        2,737,818           --
Management fees .....................         --             --          264,784
Administrative expense reimbursements         --             --          117,809
                                        ----------     ----------     ----------
                                                                     
Year ended December 31, 1996 ........   $1,515,473     $2,737,818     $  382,593
                                        ==========     ==========     ==========
                                                                     
Underwriting commissions ............   $  571,855     $     --       $     --
Organization and offering expenses ..    1,000,744           --             --
Acquisition fees ....................         --        3,363,765           --
Management fees .....................         --             --        1,522,045
Administrative expense reimbursements         --             --          652,319
                                        ----------     ----------     ----------
                                                                     
Year ended December 31, 1997 ........   $1,572,599     $3,363,765     $2,174,364
                                        ==========     ==========     ==========
                                                                     
Underwriting commissions ............   $  877,058     $     --       $     --
Organization and offering expenses ..    1,534,851           --             --
Acquisition fees ....................         --        3,268,593           --
Management fees .....................         --             --        2,337,112
Administrative expense reimbursements         --             --        1,005,354
                                        ----------     ----------     ----------
                                                                     
Year ended December 31, 1998 ........   $2,411,909     $3,268,593     $3,342,466
                                        ==========     ==========     ==========
                                                                   
     The  Partnership  and an  affiliate,  Eight A entered  into a joint line of
credit  agreement  with a lender in December  1998.  (See Note 9 for  additional
information relating to the line of credit.)

     The Partnership  and affiliates  formed four joint ventures for the purpose
of acquiring and managing various assets. (See Note 3 for additional information
relating to the joint ventures.)

      On March 11, 1997, the Partnership  borrowed  $4,250,000  from 1997-A,  an
affiliate of the  Partnership.  The note was a short term note, bore interest at
Libor plus 1.5% and was paid in September 1997, from the Partnership's  share of
securitization proceeds.


<PAGE>


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

                    Notes to Financial Statements - Continued

11.   Commitments and Contingencies

     The Partnership, from time to time, has and will enter into remarketing and
residual  sharing  agreements  with  third  parties.  In  connection  therewith,
remarketing or residual proceeds received in excess of specified amounts will be
shared with these third parties based on specified formulas.  As of December 31,
1998 the  Partnership  paid  $16,084  to third  parties  as their  share of such
proceeds.

12.   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, 1998:
<TABLE>

                                          1998             1997            1996
                                          ----             ----            ----

<S>                                   <C>             <C>             <C>         
Net income per financial statements   $  2,689,176    $  2,649,580    $    405,451

Differences due to:
  Direct finance leases ...........     20,348,042       9,376,627        (258,725)
  Depreciation ....................    (30,292,366)    (11,358,603)           --
  Provision for losses ............        700,000         102,222            --
  Loss on sale of equipment .......        309,189         759,191            --
  Other ...........................        739,462         806,922            --
                                      ------------    ------------    ------------

Partnership income for
 federal income tax purposes ......   $ (5,506,497)   $  2,335,939    $    146,726
                                      ============    ============    ============
</TABLE>

      As of December 31, 1998, the partners'  capital  accounts  included in the
financial  statements  totaled  $77,741,448  compared to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $81,576,470  (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>


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

                                December 31, 1998

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 leases and full
financing transactions.

     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.

     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,  re-leasing
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,  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            Chairman, Chief Executive Officer and Director

Paul B. Weiss                   President and Director

Thomas W. Martin                Executive Vice President and Director

Kevin F. Redmond                Chief Financial Officer


<PAGE>


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

                                December 31, 1998

Item 10.  Continued

     Beaufort J. B. Clarke,  age 53, is Chairman,  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.

     Paul B. Weiss,  age 38, is President  and Director 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). He was previously an investment banker and a commercial banker.

     Thomas W.  Martin,  age 45, is  Executive  Vice  President  of the  General
Partner and Director of 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 14 years of senior management experience in
the leasing business.

     Kevin F. Redmond,  age 36, is Chief  Financial  Officer of both the General
Partner and the Dealer-Manager.  Prior to his present position,  Mr. Redmond was
Vice President and Controller of the General  Partner,  Manager of Accounting at
NationsCredit  Corp.  and Audit Manager with the  accounting  firm of Deloitte &
Touche.



<PAGE>


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

                                December 31, 1998

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, 1998 and 1997.
<TABLE>

        Entity             Capacity         Type of Compensation         1998        1997         1996
        ------             --------         --------------------         ----        ----         ----
<S>                    <C>                <C>                          <C>         <C>           <C>  
ICON Capital Corp.    General Partner    Organization and
                                           offering expenses         $1,534,851   $1,000,744   $  964,392
ICON Capital Corp.    Manager            Acquisition fees             3,268,593    3,363,765    2,737,818
ICON Capital Corp.    General Partner    Management fees              2,337,112    1,522,045      264,784
ICON Securities Corp. Dealer-Manager     Underwriting                                          
                                           commissions                  877,058      571,855      551,081
ICON Capital Corp.    General Partner    Administrative expense                                
                                           reimbursements             1,005,354      652,319      117,809
                                                                     ----------   ----------   ----------
                                                                                               
                                                                     $9,022,968   $7,110,728   $4,635,884
                                                                     ==========   ==========   ==========
</TABLE>

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 15, 1999,  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                                                            Percent
   of Class                   Amount Beneficially 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

     See  Item  11  for  a  discussion  of  the   Partnership's   related  party
transactions.  See Note 3 for a discussion  of the  Partnership's  related party
investments in joint ventures.



<PAGE>


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

                                December 31, 1998

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)  Form of Dealer-Manager Agreement (Incorporated by reference to Exhibit
          1.1 to Amendment No. 3 to Form S-1 Registration Statement No. 33-94458
          filed with the Securities and Exchange Commission on November 9, 1995)

     (ii) Form of Selling Dealer Agreement (Incorporated by reference to Exhibit
          1.2 to Amendment No. 3 to Form S-1 Registration Statement No. 33-94458
          filed with the Securities and Exchange Commission on November 9, 1995)

     (iii)Amended and Restated  Agreement of Limited  Partnership  (Incorporated
          herein  by  reference  to  Exhibit  A to  Amendment  No. 3 to Form S-1
          Registration  Statement No.  33-94458  filed with the  Securities  and
          Exchange Commission on November 9, 1995)

(b)  Reports on Form 8-K

     No  reports on Form 8-K were filed by the  Partnership  during the  quarter
ended December 31, 1998.



<PAGE>


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

                                December 31, 1998


                                   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 31,1999           /s/ Beaufort J.B. Clarke
                              --------------------------------------------------
                              Beaufort J.B. Clarke
                              Chairman, 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 31, 1999         /s/ Beaufort J.B. Clarke
                              --------------------------------------------------
                              Beaufort J.B. Clarke
                              Chairman, Chief Executive Officer and Director


Date:  March 31, 1999         /s/ Paul B. Weiss
                              --------------------------------------------------
                              Paul B. Weiss
                              President and Director


Date:  March 31, 1999         /s/ Kevin F. Redmond
                              --------------------------------------------------
                              Kevin F. Redmond
                              Chief Financial Officer
                              (Principal Financial and Account 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.



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