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                                  UNITED STATES


                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                          FORM 12b-25/A Amendment No. 1


                           NOTIFICATION OF LATE FILING


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SEC FILE NUMBER
CUSIP NUMBER
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(Check One):  [ X ] Form 10-K,  [   ] Form 20-F,  [   ] Form 11-K,
              [   ] Form 10-Q  [   ] Form N-SAR

For Period Ended:  12/31/01
                              ---------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information  contained  herein.  If the  notification  relates to a
portion  of the  filing  checked  above,  identify  the  Item(s)  to  which  the
notification relates:

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PART I  REGISTRANT INFORMATION


                       ICON Cash Flow Partners L.P. Seven
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                            (Full Name of Registrant)

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                           (Former Name if Applicable)

                          100 Fifth Avenue, 10th Floor
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                     (Address of Principal Executive Office)

                            New York, New York 10011
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                           (City, State and Zip Code)



<PAGE>


PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)


[ X]

(a)  The reasons  described in reasonable  detail in Part III of this form could
     not be eliminated without unreasonable effort or expense;

[   ]

(b)  The subject annual report,  semi-annual  report,  transition report on Form
     10-K, Form 20-F, 11-K or Form N-SAR, or portion  thereof,  will be filed on
     or before the fifteenth  calendar day following the prescribed due date; or
     the subject  quarterly report of transition report on Form 10-Q, or portion
     thereof will be filled on or before the fifth  calendar day  following  the
     prescribed due date; and

[   ]

(c)  The accountants  statement or other exhibit  required by Rule 12b-25(c) has
     been attached if applicable.


PART III - NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report portion thereof,  could not be filed within the
prescribed time period.


     The Form 10-k could not be filed  within  the  prescribed  time  because of
     recent changes in the personnel  responsible  for preparing the Registrants
     financial  statements  and the time needed by the new personnel to complete
     the necessary work, which was further  compounded by the recent  relocation
     of the offices of the accounting  department.  The  Registrants  management
     anticipates  that,  due to the amount of work being  significantly  greater
     than expected,  the Form 10-K will be filed prior to the end of April 2002,
     but in any event as soon as practically possible.


 PART IV- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

                          John E. Warch (212) 418-4700
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                     (Name) (Area Code and Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s). [ X ]Yes [ ]No


(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof? [ X ]Yes [ ]No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.


                       ICON Cash Flow Partners L.P. Seven
             -------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date:  March 29, 2002              By:  ________________________________________
                                        John E. Warch
                                        Senior Vice President


<PAGE>


     ICON Cash Flow Partners LP Seven (the Partnership)  generated net income of
$79,679 in the year ended December 31, 2001 (2001) as compared to $4,658,569 for
the year ended  December 31, 2000 (2000).  The  decrease was  attributable  to a
decrease in finance lease income of $9,413,766 in 2001 as compared to 2000 which
was primarily  attributable  to the  expiration of the finance leases of certain
vessels.  The vessels  were  re-leased  on a short term basis and  converted  to
operating  leases.  Five of the six vessels were off lease at December 31, 2001.
Additionally,  income  from  leveraged  leases and net gains on  equipment  sale
decreased by $579,834 and $251,342,  respectively,  in 2001 as compared to 2000.
The  Partnership  incurred  a loss  for its  investments  in joint  ventures  of
$625,901 in 2001; such ventures generated income of $518,507 in 2000.

     Such  decreases in income were  partially  offset by the fact that interest
expense decreased by $1,773,176 due to the continued  repayment of indebtedness,
a decrease in management fees General  Partners of $1,419,408  attributable to a
similar decline on rentals (from finance,  operating and leveraged  leases),  on
which such fees are based.  Depreciation  expense incurred of $1,369,507 was due
to the conversion of the vessels to operating  leases,  administrative  expenses
reimbursements  General  Partners  decreased  by $606,879  and  amortization  of
initial  directs  costs  decreased  $1,240,501,  which was  consistent  with the
decrease in finance income.

     The  Partnership  met its  distribution  objective  of $10.75  per  limited
Partnership unit in 2001 and 2000. The distributions were composed $10.67 return
of capital at $.08  investment  income in 2001 and $6.09  return of capital  and
$4.66 investment income in 2000.