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, 1999
                          ------------------------------------------------------
                                                        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)

              111 Church Street, White Plains, New York 10601-1505
--------------------------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code             (914) 993-1700
                                                   -----------------------------

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, 1999

                                TABLE OF CONTENTS

Item                                                                      Page

PART I

1.   Business                                                             3-4

2.   Properties                                                             4

3.   Legal Proceedings                                                      5

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                     6

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                  7-9

8.   Financial Statements and Supplementary Data                        10-31

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                   32

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                    32-33

11.  Executive Compensation                                                34

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                        34

13.  Certain Relationships and Related Transactions                        34

PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       35

SIGNATURES                                                                 36


<PAGE>


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

                                December 31, 1999


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  6,232,  1,902  and  1,625  limited
partnership units in 1999, 1998 and 1997, respectively,  leaving 990,238 limited
partnership units outstanding at December 31, 1999.

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, 1999

     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, 1999 and 1998, the  Partnership  purchased
and leased or financed $677,632 and $91,615,445 of equipment, respectively, with
a weighted average initial  transaction term of 47 and 48 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 four other joint
ventures in which the  Partnership has a less than 50% interest are not included
in this table. At December 31, 1999, 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, 1999 and 1998 is as follows:
<TABLE>

                                      December 31, 1999         December 31, 1998
                                 -------------------------   ------------------------
Category                              Cost         Percent       Cost         Percent

<S>                              <C>                <C>      <C>                <C>
Aircraft .....................   $ 90,952,788       32.9%    $ 90,952,788       32.4
Computer systems .............     49,853,136       18.0       53,211,502       19.0
Vessels ......................     49,855,000       18.0       49,855,000       17.8
Retail systems ...............     21,121,250        7.6       21,120,829        7.5
Manufacturing & production ...     18,835,981        6.8       18,835,981        6.7
Furniture and fixtures .......     14,893,660        5.4       15,022,229        5.3
Energy .......................     12,325,000        4.4       12,325,000        4.4
Vehicles .....................      6,668,013        2.4        6,257,771        2.2
Telecommunications ...........      3,780,872        1.4        4,634,089        1.6
Medical ......................      3,882,457        1.4        3,872,541        1.4
Office equipment .............      2,764,522        1.0        2,764,522        1.0
Miscellaneous ................      1,794,732        0.7        1,959,915        0.7
                                 ------------      -----     ------------      -----

                                 $276,727,411      100.0%    $280,812,167      100.0%
                                 ============      =====     ============      =====
</TABLE>

     The Partnership has one transaction which individually  represents 14.8% of
the total  portfolio  equipment  cost at December 31, 1999.  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, 1999

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 1999.

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,
        --------------                        ---------------------------------
                                                 1999                     1998
                                                 ----                     ----

      Limited Partners                          4,650                    4,649
      General Partner                               1                        1


<PAGE>


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

                                December 31, 1999

Item 6.  Selected Consolidated Financial and Operating Data
<TABLE>

                                                            Years Ended December 31,
                                               ------------------------------------------------

                                                   1999         1998        1997        1996
                                                   ----         ----        ----        ----

<S>                                            <C>          <C>          <C>         <C>
Total revenue                                  $16,572,257  $17,207,618  $9,749,244  $1,564,069
                                               ===========  ===========  ==========  ==========

Net income                                     $ 3,514,436  $ 2,689,176  $2,649,580  $  405,451
                                               ===========  ===========  ==========  ==========

Net income allocable
   to limited partners                         $ 3,479,291  $ 2,662,284  $2,623,084  $  401,396
                                               ===========  ===========  ==========  ==========

Net income allocable
   to the General Partner                      $    35,145  $    26,892  $   26,496  $    4,055
                                               ===========  ===========  ==========  ==========

Weighted average limited
   partnership units outstanding                   992,719      808,650     413,677  $  156,222
                                               ===========  ===========  ==========  ==========

Net income per weighted
   average limited partnership unit            $     3.50   $     3.29   $     6.34  $    2.57
                                               ==========   ==========   ==========  =========

Distributions to limited partners              $10,677,316  $ 8,692,479  $4,147,829  $1,361,099
                                               ===========  ===========  ==========  ==========

Distributions to the General Partner           $   107,872  $    87,803  $   41,125  $   13,749
                                               ===========  ===========  ==========  ==========
</TABLE>

                                          December 31,
                   ---------------------------------------------------------
                       1999           1998           1997           1996
                       ----           ----           ----           ----

Total assets ...   $172,007,288   $216,387,240   $153,066,319   $ 48,486,070
                   ============   ============   ============   ============

Partners' equity   $ 70,045,138   $ 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 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, 1999

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) 438,529 units were admitted representing $43,852,899 of
capital  contributions.  The Partnership redeemed 6,232, 1,902 and 1,625 limited
partnership units in 1999, 1998 and 1997, respectively,  leaving 990,238 limited
partnership units outstanding at December 31, 1999

     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  70%, 21%, 6%, 3% and
1% of total investments at December 31, 1999, respectively, and 77%, 15%, 6%, 1%
and 1% of total investments at December 31, 1998, respectively.

Results of Operations for the Years Ended December 31, 1999 and 1998

     For the years ended December 31, 1999 and 1998, the  Partnership  purchased
and  leased  or  financed  equipment  with  an  initial  cost  of  $677,632  and
$91,615,445, respectively, to 1 and 42 lessees or equipment users.

     Revenues  for  the  year  ended   December   31,  1999  were   $16,572,257,
representing a decrease of $635,361 from 1998. The decrease in revenues resulted
primarily from a decrease in gain on sales of equipment of $578,684,  a decrease
in  interest  income  and  other of  $323,806  and a  decrease  in  income  from
investments in joint ventures of $162,014. These decreases were partially offset
by increases in finance income of $417,241 and in income from  leveraged  leases
of $11,902. Gain on sales of equipment decreased due to a decrease in the number
of leases  maturing in which the underlying  equipment was sold. The decrease in
interest income and other resulted primarily from a decrease in the average cash
balance from 1998 to 1999.  Income from investments in joint ventures  decreased
as a result of one of the underlying  joint ventures'  increase in its provision
for bad debts.  The increase in finance income  resulted from the  Partnership's
owning and  recognizing in 1999 finance  income  generated from an interest in a
lease portfolio acquired in the first half of 1999. Income from leveraged leases
increased as a result of the increase in the net investment in leveraged leases.

     Expenses  for  the  year  ended   December   31,  1999  were   $13,057,821,
representing  a decrease  of  $1,460,621  from 1998.  The  decrease  in expenses
resulted primarily from a decrease in interest expense of $1,717,304, a decrease
in the  provision  for bad debts of $500,000 and a decrease in  amortization  of
initial directs costs of $278,752.  These decreases were partially  offset by an
increase in management fees of $729,817,  an increase in administrative  expense
reimbursements  of  $153,512  and an  increase  in  general  and  administrative
expenses  of  $151,722.  Interest  expense  decreased  due to a decrease  in the
average  debt  outstanding  from  1998 to 1999.  As a result of an  analysis  of
delinquency,  assessment  of  overall  risk  and a  review  of  historical  loss
expenses, the Partnership determined that provision for bad debt of $200,000 was
required for the year ended December 31, 1999, compared to $700,000 for 1998.


<PAGE>


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

                                December 31, 1998

The decrease in amortization of initial direct costs resulted from a decrease in
the  average  size  of  the  finance   lease   portfolio   from  1998  to  1999.
Administrative  expense  reimbursements,  management fee expense and general and
administrative  expenses increased due to an increase in the amount of cash rent
collected in 1999 versus 1998.

     Net income for the years ended  December  31, 1999 and 1998 was  $3,514,436
and  $2,689,176,  respectively.  The net income  per  weighted  average  limited
partnership unit was $3.50 and $3.29 for 1999 and 1998,  respectively,  weighted
from the date each unit was admitted to the Partnership.

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



<PAGE>


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

                                December 31, 1998

from 1997 to 1998.  Amortization  of  initial  direct  costs,  management  fees,
administrative  expense  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.

Liquidity and Capital Resources

     The Partnership's  primary sources of funds in 1999, 1998 and 1997 was cash
provided by  operations  of  $844,971,  $535,582 and  $1,596,086,  respectively,
capital  contributions,  net  of  offering  expenses,  of  $0,  $37,935,017  and
$24,730,458,  respectively,  and proceeds from sale of equipment of  $4,750,000,
$4,903,647  and  $7,315,408,  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,  1999 and 1998  total
$100,544,315   and   $137,072,754,   respectively.   These  amounts  consist  of
$71,944,352 and $110,848,356 in non-recourse notes,  respectively,  and recourse
notes payable of $28,599,963 and $26,224,398.

     The Partnership  entered into a line of credit  agreement (the  "Facility")
with a lender in 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,  1999  the
Partnership had $4,424,529 outstanding under the Facility.

     Cash distributions to the limited partners for the years ended December 31,
1999 and 1998,  which were paid  monthly  totaled  $10,677,316  and  $8,692,479,
respectively  of which  $3,479,291  and  $2,662,284  was  investment  income and
$7,198,025  and $6,030,195  was a return of capital,  respectively.  The monthly
annualized  cash  distribution  rate to  limited  partners  for the years  ended
December 31, 1999 and 1998 was 10.75%,  of which 3.50% and 3.29% was  investment
income and 7.25% and 7.46% 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, 1999 and 1998 was $10.75, of which $3.50 and $3.29 was investment income and
$7.25 and $7.46 was a return of capital, respectively.

     As of December 31, 1999, 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.


<PAGE>


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

                                December 31, 1999

Item 8.  Consolidated Financial Statements and Supplementary Data


                   Index to Consolidated Financial Statements
<TABLE>

                                                                                                   Page Number

<S>                                                                                                         <C>
Independent Auditors' Report                                                                                12

Consolidated Balance Sheets as of December 31, 1999 and 1998                                             13-14

Consolidated Statements of Operations for the Years Ended December 31, 1999,
  1998 and 1997                                                                                             15

Consolidated Statements of Changes in Partners' Equity for the Years Ended
  December 31, 1999, 1998 and 1997                                                                          16

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1999, 1998 and 1997                                                                       17-19

Notes to Consolidated Financial Statements                                                               20-31

</TABLE>


<PAGE>








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

                        Consolidated Financial Statements

                                December 31, 1999

                   (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, 1999 and
1998, 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,
1999. 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, 1999 and 1998,  and the results of its
operations  and its cash  flows for each of the years in the three  year  period
ended  December 31, 1999,  in  conformity  with  generally  accepted  accounting
principles.



                                                             /s/ KPMG LLP
                                                             KPMG LLP



March 28, 2000
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>

                                                             1999            1998
                                                             ----            ----
         Assets

<S>                                                    <C>              <C>
Cash ...............................................   $   4,688,025    $   3,899,054
                                                       -------------    -------------

Investment in finance leases
   Minimum rents receivable ........................      54,878,965      122,539,958
   Estimated unguaranteed residual values ..........      67,880,746       77,403,065
   Initial direct costs ............................       1,604,755        3,943,900
   Unearned income .................................     (17,093,326)     (39,516,143)
   Allowance for doubtful accounts .................      (1,067,610)        (868,450)
                                                       -------------    -------------

                                                         106,203,530      163,502,330

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

Net investment in leveraged leases .................      22,555,086       12,568,089
                                                       -------------    -------------

Investments in joint ventures ......................       3,292,324        1,490,820
                                                       -------------    -------------

Investment in financings
   Receivables due in installments .................       2,062,546        2,357,992
   Initial direct costs ............................           3,528            5,169
   Unearned income .................................        (457,150)        (620,501)
   Allowance for doubtful accounts .................          (9,611)          (8,772)
                                                       -------------    -------------

                                                           1,599,313        1,733,888

Other assets .......................................       1,950,469        1,474,518
                                                       -------------    -------------

Total assets .......................................   $ 172,007,288    $ 216,387,240
                                                       =============    =============

</TABLE>







                                                        (continued on next page)


<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                  December 31,
<TABLE>

                                                               1999            1998
                                                               ----            ----

       Liabilities and Partners' Equity

<S>                                                      <C>              <C>
Notes payable - non-recourse .........................   $  71,944,352    $ 110,848,356
Note payable - recourse ..............................      28,599,963       26,224,398
Accounts payable-equipment ...........................            --            501,318
Accounts payable - General Partner and affiliates ....         101,333           95,670
Security deposits, deferred credits and other payables       1,278,045          951,199
Minority interest in joint venture ...................          38,457           24,851
                                                         -------------    -------------
                                                           101,962,150      138,645,792

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ...................................        (156,961)         (84,234)
   Limited partners (990,238 and 996,470 units
     outstanding, $100 per unit original issue price)       70,202,099       77,825,682
                                                         -------------    -------------

     Total partners' equity ..........................      70,045,138       77,741,448
                                                         -------------    -------------

Total liabilities and partners' equity ...............   $ 172,007,288    $ 216,387,240
                                                         =============    =============


</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>

                                                   1999          1998          1997
                                                   ----          ----          ----

Revenues

<S>                                            <C>           <C>           <C>
   Finance income ..........................   $14,905,134   $14,487,893   $ 6,155,775
   Income from leveraged leases ............     1,433,503     1,421,601     1,291,331
   Gain on sales of equipment ..............       115,427       694,111     1,748,790
   Income from investments in joint ventures        85,660       247,674       436,216
   Interest income and other ...............        32,533       356,339       117,132
                                               -----------   -----------   -----------

   Total revenues ..........................    16,572,257    17,207,618     9,749,244
                                               -----------   -----------   -----------

Expenses

   Interest ................................     6,333,011     8,050,315     3,652,517
   Management fees - General Partner .......     3,066,929     2,337,112     1,522,045
   Amortization of initial direct costs ....     1,651,154     1,929,906       932,123
   Administrative expense
     reimbursements - General Partner ......     1,158,866     1,005,354       652,319
   Provision for bad debts .................       200,000       700,000       150,000
   General and administrative expense ......       642,961       491,239       186,280
   Minority interest expense ...............         4,900         4,516         4,380
                                               -----------   -----------   -----------

   Total expenses ..........................    13,057,821    14,518,442     7,099,664
                                               -----------   -----------   -----------

Net income .................................   $ 3,514,436   $ 2,689,176   $ 2,649,580
                                               ===========   ===========   ===========

Net income allocable to:
   Limited partners ........................   $ 3,479,291   $ 2,662,284   $ 2,623,084
   General Partner .........................        35,145        26,892        26,496
                                               -----------   -----------   -----------

                                               $ 3,514,436   $ 2,689,176   $ 2,649,580
                                               ===========   ===========   ===========

Weighted average number of limited
   partnership units outstanding ...........       992,719       808,650       413,677
                                               ===========   ===========   ===========

Net income per weighted average
   limited partnership unit ................   $      3.50   $      3.29   $      6.34
                                               ===========   ===========   ===========
</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, 1999, 1998 and 1997
<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, 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 units)                                             (155,815)      -        (155,815)

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

Limited partnership units
   redeemed (6,232 units)                                             (425,558)       -       (425,558)

Cash distributions to partners        $7.25           $3.50         10,677,316)  (107,872)  10,785,188)

Net income                                                           3,479,291     35,145    3,514,436
                                                                   -----------  ---------  -----------

Balance at
   December 31, 1999                                               $70,202,099  $(156,961) $70,045,138
                                                                   ===========  =========  ===========
</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>

                                                                     1999           1998             1997
                                                                     ----           ----             ----
Cash flows from operating activities:
<S>                                                             <C>             <C>             <C>
   Net income ...............................................   $  3,514,436    $  2,689,176    $  2,649,580
                                                                ------------    ------------    ------------
   Adjustments to reconcile net income to
   net cash provided by operating activities:
     Gain on sales of equipment .............................       (115,427)       (694,111)     (1,748,790)
     Finance income portion of receivables
       paid directly to lenders by lessees ..................    (11,857,847)    (12,717,263)     (5,912,799)
     Amortization of initial direct costs ...................      1,651,154       1,929,906         932,123
     Interest accrued on notes payable recourse .............        201,036            --              --
     Provision for bad debts ................................        200,000         700,000         150,000
     Interest expense on non-recourse
       financings paid directly by lessees ..................      5,716,602       7,701,737       3,463,617
     Income from leveraged leases ...........................     (1,433,503)     (1,421,601)     (1,291,331)
     Income from investments in joint ventures ..............        (85,660)       (247,674)       (436,216)
     Minority interest expense ..............................          4,900           4,516           4,380
     Changes in operating assets and liabilities:
       Allowance for doubtful accounts ......................           --              --           (47,778)
       Other assets .........................................       (475,952)        104,423        (703,491)
       Distributions received from joint ventures ...........        570,896       1,076,141       5,258,223
       Investments in joint ventures ........................       (108,364)       (490,834)     (1,259,244)
       Account payable to General Partner and affiliates ....          5,663          67,520        (410,147)
       Collection of principal
         - non-financed receivables .........................      2,746,932       1,095,505         516,966
       Minority interest in joint venture ...................         13,606            --              --
       Security deposits, deferred credits and other payables        326,846         683,451         207,446
       Other ................................................        (30,347)        754,690         223,547
                                                                ------------    ------------    ------------

         Total adjustments ..................................     (2,669,465)     (2,153,594)     (1,053,494)
                                                                ------------    ------------    ------------

       Net cash provided by operating activities ............        844,971         535,582       1,596,086
                                                                ------------    ------------    ------------

Cash flows from investing activities:
   Equipment purchased ......................................       (677,632)    (29,291,730)    (20,121,149)
   Proceeds from sale of interests in unconsolidated
     joint venture ..........................................      4,750,000       4,903,647       7,315,408
   Initial direct costs .....................................           --        (3,268,593)     (3,363,765)
   Investment in leveraged leases ...........................     (8,553,492)           --              --
                                                                ------------    ------------    ------------

       Net cash used by investing activities ................     (4,481,124)    (27,656,676)    (16,169,506)
                                                                ------------    ------------    ------------

</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>

                                                               1999            1998            1997
                                                               ----            ----            ----

<S>                                                         <C>               <C>             <C>
Cash flows from financing activities:
   Issuance of limited partnership units,
     net of offering expenses .........................           --        37,935,017      24,730,458
   Cash distributions to partners .....................    (10,785,188)     (8,780,282)     (4,188,954)
   Redeemed units .....................................       (425,558)         (3,586)           --
   Principal payments on notes payable - recourse .....     (2,825,471)     (2,250,000)     (2,150,000)
   Principal payments on notes payable - non-recourse .       (548,659)       (397,386)           --
   Proceeds from affiliate loan .......................           --              --         4,250,000
   Proceeds from non-recourse debt ....................     14,010,000            --              --
   Proceeds from recourse debt - line of credit .......      5,000,000            --              --
   Principal payments on loans from affiliate .........           --              --        (4,250,000)
                                                          ------------    ------------    ------------

       Net cash (used)/provided by financing activities      4,425,124      26,503,763      18,391,504
                                                          ------------    ------------    ------------

Net increase (decrease) in cash .......................        788,971        (617,331)      3,818,084

Cash at beginning of year .............................      3,899,054       4,516,385         698,301
                                                          ------------    ------------    ------------

Cash at end of year ...................................   $  4,688,025    $  3,899,054    $  4,516,385
                                                          ============    ============    ============

</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  $6,333,011,  $8,050,315  and $3,652,517 for the years
ended  December  31,  1999,  1998 and 1997  consisted  of:  interest  expense on
non-recourse  financings  paid or accrued  to lenders by lessees of  $5,716,602,
$7,701,737  and  $3,463,617,  respectively,  and  other  interest  of  $616,409,
$348,578 and $188,900, respectively.

     For the years ended December 31, 1999, 1998 and 1997,  non-cash  activities
included the following:
<TABLE>

                                                                 1999            1998             1997
                                                                 ----            ----             ----

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

Principal and interest on
   finance receivables paid directly
   to lenders by lessees ...............................      26,948,407       35,688,131       17,766,016
Principal and interest on non-recourse
   financings paid directly to lenders
   by lessees ..........................................     (26,948,407)     (35,688,131)     (17,766,016)

Decrease in investment in finance leases due
   to terminations .....................................         552,002        1,208,183        6,025,115
Decrease in notes payable non-recourse
   due to terminations .................................        (552,002)      (1,208,183)      (6,025,115)

Decrease in investments in finance leases and
   financings due to contribution to
   unconsolidated joint ventures .......................     (25,605,165)            --          5,391,216
Decrease in notes payable non-recourse related to leases
   contributed to joint venture ........................     (19,299,854)            --               --
Increase in investments in
   unconsolidated joint ventures .......................      (6,305,311)            --         (5,391,216)
                                                           -------------    -------------    -------------

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




<PAGE>


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

                          Notes to Financial Statements

                                December 31, 1999

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 6,232, 1,902 and 1,625 partnership units
in 1999, 1998 and 1997, respectively,  leaving 990,238 limited partnership units
outstanding at December 31, 1999.

     The General  Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut  corporation.  The General Partner manages and controls
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.




<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


<PAGE>


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

                    Notes to Financial Statements - Continued

value information as of December 31, 1999 and 1998 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 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 -- The  Partnership's  policy with
respect to impairment of estimated  residual values is to review,  on a periodic
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.

     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 as amended, is effective for all quarters of fiscal years beginning
after June 15,  2000.  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 five 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 four  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,  $105,719  of cash in 1998 and  $43,597 of cash and  $73,545  of  assigned
leases in 1999. 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,  1999 and 1998 is  summarized
below:

                                         December 31, 1999    December 31, 1998

 Assets                                   $    17,967,741      $  31,845,710
                                          ===============      =============

 Liabilities                              $    14,701,353      $  27,065,004
                                          ===============      =============

 Equity                                   $     3,266,388      $   4,780,706
                                          ===============      =============

 Partnership's share of equity            $       803,353      $   1,097,916
                                          ===============      =============

 Net income                               $       108,923      $   1,050,957
                                          ===============      =============

 Partnership's share of net income        $        21,761      $     209,824
                                          ===============      =============

 Distributions                            $     2,171,133      $   2,367,147
                                          ===============      =============

 Partnership's share of distributions     $       433,467      $     512,544
                                          ===============      =============

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,  $328,155 in 1998 and $60,656 in 1999. 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,  1999 and 1998 is  summarized
below:

                                      December 31, 1999      December 31, 1998
                                      -----------------      -----------------

Assets                                $     29,921,557       $    39,665,292
                                      ================       ===============

Liabilities                           $     27,991,447       $    37,649,430
                                      ================       ===============

Equity                                $      1,930,110       $     2,015,862
                                      ================       ===============

Partnership's share of equity         $        330,777       $       335,944
                                      ================       ===============

                                         Year Ended             Year Ended
                                      December 31, 1999      December 31, 1998
                                      -----------------      -----------------

Net income                            $        293,193       $       227,057
                                      ================       ===============

Partnership's share of net income     $         48,875       $        37,850
                                      ================       ===============

Distributions                         $        688,051       $     3,380,904
                                      ================       ===============

Partnership's share of distributions  $        114,698       $       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.  The  Partnership
invested  $4,111 in 1999.  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.


<PAGE>


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

                    Notes to Financial Statements - Continued

     Information  as to the  financial  position of ICON BF as of is  summarized
below:

                                      December 31, 1999     December 31, 1998
                                      -----------------     -----------------

Assets                                $    27,740,665       $     23,620,702
                                      ===============       ================

Liabilities                           $    18,880,079       $     12,228,713
                                      ===============       ================

Equity                                $     8,860,586       $     11,391,989
                                      ===============       ================

Partnership's share of equity         $        44,298       $         56,960
                                      ===============       ================

Net income                            $     1,191,629       $           --
                                      ===============       ================

Partnership's share of net income     $         5,958       $           --
                                      ===============       ================

Distributions                         $     4,546,230       $           --
                                      ===============       ================

Partnership's share of distribution   $        22,731       $           --
                                      ===============       ================

AIC Trust

     The  Partnership  acquired  a  portfolio  of  equipment  leases and in 1999
contributed  such  leases,  subject  to  related  debt,  with  a book  value  of
$6,854,830 to a wholly owned trust ("AIC Trust").  Subsequently, the Partnership
sold  interests in this trust at various  dates in 1999 to Eight A, an affiliate
of the  Partnership,  for  $3,000,000  and to  L.P.  Six,  an  affiliate  of the
Partnership,  for $1,750,000 at book value, which approximated fair market value
at the dates of sale. The Partnership recognized no gain or loss on the sales of
these interests to either Eight A or to L.P. Six.

     As a result of the sales of these  interests,  as of December 31, 1999 L.P.
Six and Eight A owned interests  aggregating 25.51% and 43.73% in the trust with
the Partnership  owning a 30.76% interest at that date. The trust is operated as
a joint  venture.  Profits,  losses,  excess cash and  disposition  proceeds are
allocated based upon the  Partnerships'  percentage  ownership  interests in the
venture during the respective periods the Partnerships held such interests.  The
Partnership accounts for its investment under the equity method of accounting.



<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 the
venture as of and for the  period of  inception  through  December  31,  1999 is
summarized below:

                                           December 31, 1999

Assets                                      $   22,058,522
                                            ==============

Liabilities                                 $   15,221,822
                                            ==============

Equity                                      $    6,836,700
                                            ==============

Partnership's share of equity               $    2,113,897
                                            ==============

                                  Dates of Investments by Other Funds
                                       Through December 31, 1999

Partnership's share of income               $        9,067
                                            ==============

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 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 a 50% economic interest in the rig subject to lease.

     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, an
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.



<PAGE>


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

                    Notes to Financial Statements - Continued

     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,  1999
consisted of the following:

 Non-cancelable minimum rents receivable (net of
   principal and interest on non-recourse debt) ............   $  9,848,494
 Estimated unguaranteed residual values ....................     20,818,001
 Initial direct costs ......................................        747,718
 Unearned income ...........................................     (8,859,127)
                                                               ------------
                                                               $ 22,555,086

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.

     Non-cancelable minimum rents receivable relating to the leveraged leases at
December 31, 1999 are  $40,125,794  while principal and interest on non-recourse
debt assumed in the purchase of the leveraged  leases is $30,277,300 at December
31, 1999.

                                        Rents Due             Debt Payments

2000                               $      8,022,359        $      5,954,471
2001                                      8,022,359               5,954,471
2002                                      8,022,359               5,954,471
2003                                      6,248,358               4,390,470
2004                                      9,810,359               8,023,417
                                   ----------------        ----------------

                                   $     40,125,794        $     30,277,300
                                   ================        ================

7.   Receivables Due in Installments

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

                        Finance
 Year                   Leases     Financings       Total

 2000                $24,040,577   $  492,895    $24,533,472
 2001                 15,688,726      481,815     16,170,541
 2002                  7,515,749      470,589      7,986,338
 2003                  4,137,779      544,791      4,682,570
 2004                  3,496,134       72,456      3,568,590
 Thereafter

                     $54,878,965   $2,062,546    $56,941,511
                     ===========   ==========    ===========


<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, 1996   $    65,000   $    10,000    $    75,000

Provision for bad debts ....        90,000        60,000        150,000
Accounts written-off .......          --         (47,778)       (47,778)
                               -----------   -----------    -----------
Balance at December 31, 1997       155,000        22,222        177,222

Provision for bad debts ....       713,450       (13,450)       700,000
                               -----------   -----------    -----------
Balance at December 31, 1998       868,450         8,772        877,222

Provision for bad debts ....       199,161           839        200,000
                               -----------   -----------    -----------
Balance at December 31, 1999   $ 1,067,611   $     9,611    $ 1,077,222
                               ===========   ===========    ===========

9.   Notes Payable

     Notes payable  consists of  non-recourse  notes payable of $71,944,352  (of
which  $62,364,352  is being paid  directly  to the  lenders by the  lessees and
$9,580,000  which will be paid only from lease residual  proceeds  realized) and
recourse  notes  payable  of  $28,599,963  of which  $24,175,434  relate  to the
Partnership's  investment estimated in unguaranteed  residual value (see Note 4)
and $4,424,529  relates to the line of credit  agreement  discussed  below.  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

2000              $20,592,755      $13,909,848    $ 34,502,603
2001               23,970,990        2,938,736      26,909,726
2002               11,236,484        2,980,305      14,216,789
2003                  326,217        8,771,074       9,097,291
2004               15,817,906             -         15,817,906
                  -----------      -----------    ------------

                  $71,944,352      $28,599,963    $100,544,315
                  ===========      ===========    ============

     The Partnership  entered into a line of credit  agreement (the  "Facility")
with a lender in 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.  During  1999,  the  Partnership
borrowed $5,000,000 under the Facility and at December 31, 1999, the Partnership
had $4,424,529 outstanding under the Facility



<PAGE>


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

                    Notes to Financial Statements - Continued

     The  Partnership  borrowed  $14,010,000  in 1999 to  prepay  $8,553,492  of
leveraged  lease debt related to the Federal Express lease (see Note 6) with the
remaining proceeds being utilized for general partnership purposes.
This debt matures in 2004 and is included in notes payable non-recourse.

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, 1999,  1998 and 1997
were as follows:

                                         Charged to                Charged to
                                          Equity    Capitalized    Operations

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
                                        ==========   ==========   ==========

Management fees .....................         --           --      3,066,929
Administrative expense reimbursements         --           --      1,158,866
                                        ----------   ----------   ----------

Year ended December 31, 1999 ........   $     --     $     --     $4,225,795
                                        ==========   ==========   ==========

     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.)



<PAGE>


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

                    Notes to Financial Statements - Continued

12.  Tax Information (Unaudited)

     The following table reconciles net income for financial  reporting purposes
to (loss) income for federal income tax purposes for the year ended December 31,
1999:
<TABLE>

                                                1999           1998            1997
                                                ----           ----            ----

<S>                                        <C>             <C>             <C>
 Net income per financial statements ......$  3,514,436    $  2,689,176    $  2,649,580

 Differences due to:
   Direct finance leases ..................  18,112,472      20,348,042       9,376,627
   Depreciation ........................... (34,162,751)    (30,292,366)    (11,358,603)
   Provision for losses ...................     200,000         700,000         102,222
   Loss on sale of equipment ..............    (905,600)        309,189         759,191
   Other ..................................   5,487,465         739,462         806,922
                                           ------------    ------------    ------------

 Partnership (loss) income for
  federal income tax purposes .............$ (7,753,978)   $ (5,506,497)   $  2,335,939
                                           ============    ============    ============
</TABLE>

As of December 31, 1999,  the partners'  capital  accounts  included in the
financial  statements  totaled  $70,045,138  compared to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $63,508,642  (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, 1999

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 111 Church  Street,  White
Plains,  New York 10601-1505,  and its telephone  number is (914) 993-1700.  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



<PAGE>


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

                                December 31, 1999

Item 10.  Continued

     Beaufort J. B. Clarke,  age 54, has been Chairman,  Chief Executive Officer
and Director of the General Partner since 1996.  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 39, is President and Director of the General  Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations  with the General  Partner since 1996,  Griffin Equity Partners (as
Executive Vice President from 1993-1996);  Gemini Financial  Holdings (as Senior
Vice  President-Portfolio  Acquisitions  from  1991-1993)  and  Pegasus  Capital
Corporation (as Vice  President-Portfolio  Acquisitions from 1988-1991).  He was
previously an investment banker and a commercial banker.

     Thomas W. Martin,  age 46, has been Executive Vice President of the General
Partner since 1996. Prior to his present position,  Mr. Martin was the Executive
Vice  President and Chief  Financial  Officer of Griffin Equity  Partners,  Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice  President-Syndications from 1985-1992). Mr.
Martin has 17 years of senior management experience in the leasing business.



<PAGE>


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

                                December 31, 1999

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, 1999, 1998 and 1997.
<TABLE>

     Entity                Capacity        Type of Compensation           1999       1998       1997
     ------                --------        --------------------           ----       ----       ----
<S>                     <C>                 <C>                         <C>        <C>         <C>
ICON Capital Corp.      General Partner    Organization and
                                             offering expenses         $      -   $1,534,851 $1,000,744
ICON Capital Corp.      Manager            Acquisition fees                   -    3,268,593  3,363,765
ICON Capital Corp.      General Partner    Management fees              3,066,929  2,337,112  1,522,045
ICON Securities Corp.   Dealer-Manager     Underwriting
                                             commissions                      -      877,058    571,855
ICON Capital Corp.      General Partner    Administrative expense
                                             reimbursements             1,158,866  1,005,354    652,319
                                                                       ---------- ---------- ----------

                                                                       $4,225,795 $9,022,968 $7,110,728
                                                                       ========== ========== ==========
</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 24, 2000,  Directors and Officers of the General Partner do not
     own any equity securities of the Partnership.

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

     Title                   Amount Beneficially                     Percent
   of Class                         Owned                            of Class

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

Item 13.  Certain Relationships and Related Transactions

     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, 1999

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, 1999.



<PAGE>


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

                                December 31, 1999


                                   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 29, 2000              /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 29, 2000             /s/ Beaufort J.B. Clarke
                                  ------------------------
                                  Beaufort J.B. Clarke
                                  Chairman, Chief Executive Officer and Director


Date:  March 29, 2000             /s/ Paul B. Weiss
                                  -----------------
                                  Paul B. Weiss
                                  President and Director


Date:  March 29, 2000             /s/ Thomas W. Martin
                                  --------------------
                                  Thomas W. Martin
                                  Executive Vice President
                                  (Principal Financial and Accounting 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.