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, 1997
                          ------------------------------------------------------
                                                        or

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

For the transition period from                    to
                              --------------------  ----------------------------

Commission File Number                         33-94458
                      ----------------------------------------------------------

                       ICON Cash Flow Partners L.P. Seven
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                             13-3835387
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

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

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

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

Title of each class                   Name of each exchange on which registered

----------------------------------    ------------------------------------------

----------------------------------    ------------------------------------------


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

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

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

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                                          [X] Yes       [  ] No


<PAGE>


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

                                December 31, 1997

                                TABLE OF CONTENTS

Item                                                                     Page

PART I

1.   Business                                                            3-4

2.   Properties                                                            4

3.   Legal Proceedings                                                     4

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

PART II

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

6.   Selected Financial and Operating Data                                 5

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

8.   Financial Statements and Supplementary Data                        9-29

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

PART III

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

11.  Executive Compensation                                               32

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                       32

13.  Certain Relationships and Related Transactions                       32

PART IV

14.  Exhibits, Financial Statement Schedules,
     Reports and Amendments                                               33

SIGNATURES                                                                34


<PAGE>


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

                                December 31, 1997


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
is $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
additional   units   were   admitted   representing   $24,917,252   of   capital
contributions.  In 1997,  285,927.35 additional units were admitted representing
$28,592,735  of capital  contributions.  In 1997,  1,625.63 units were redeemed,
leaving 559,842.19 partnership units outstanding at December 31, 1997.

     In the third  quarter of 1997 the  Partnership  received  approval from the
Securities and Exchange  Commission to extend the Partnership's  offering period
by twelve  months.  The  Partnership's  offering  period  will end no later than
November 9, 1998.

Narrative Description of Business

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

     The equipment  leasing  industry is highly  competitive.  In initiating its
leasing  transactions,  the  Partnership  will compete  with leasing  companies,
manufacturers that lease their products directly,  equipment brokers and dealers
and financial institutions,  including commercial banks and insurance companies.
Many  competitors  are  larger  than the  Partnership  and have  access  to more
favorable financing.




<PAGE>


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

                                December 31, 1997

     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, 1997 and 1996, the  Partnership  purchased
and leased or financed $119,155,086 and $91,413,127 of equipment,  respectively,
with  a  weighted  average  initial  transaction  term  of  38  and  70  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.  A summary of the
portfolio  equipment  cost by category  held at December 31, 1997 and 1996 is as
follows:
<TABLE>

                                     December 31, 1997               December 31, 1996
                                 -------------------------      -------------------------
Category                              Cost         Percent           Cost         Percent

<S>                              <C>                <C>         <C>                <C>
Aircraft .....................   $ 66,610,001       32.9%       $ 52,403,337       57.3%
Manufacturing & production ...     26,471,848       13.1          13,574,591       14.8
Computer systems .............     26,441,603       13.0           9,167,523       10.0
Vessels ......................     26,383,364       13.0                --         --
Telecommunications ...........     21,189,848       10.5           5,266,424        5.8
Retail systems ...............     20,949,713       10.4             171,350         .2
Material handling ............      4,554,815        2.3           4,632,009        5.1
Furniture and fixtures .......      3,161,848        1.6             794,949         .9
Office equipment .............      2,764,522        1.3           2,794,979        3.1
Miscellaneous ................      3,766,472        1.9             548,622         .6
Restaurant ...................           --       --                 984,983        1.1
Automotive ...................           --       --                 487,432         .5
Medical ......................           --       --                 365,398         .4
Video production .............           --       --                 221,530         .2
                                 ------------    -----          ------------      -----

                                 $202,294,034      100.0%       $ 91,413,127      100.0%
                                 ============    =====          ============      =====
</TABLE>

     The Partnership has three leases which individually  represent greater than
10% of the total  portfolio  equipment cost at December 31, 1997. The leases are
with Federal Express  (aircraft),  ANS  Communications,  Inc.  (manufacturing  &
production),  and W.H. Smith Limited (retail) and they represented  20.3%, 12.6%
and 10.3%,  respectively,  of the total portfolio equipment cost at December 31,
1997. The Partnership had three leases which  individually  represented  greater
than 10% of the total portfolio  equipment cost at December 31, 1996. The leases
were  with  Federal  Express  (aircraft),  Rowan  Companies  (manufacturing  and
production)  and  Continental  Airlines,  Inc.  (aircraft) and they  represented
44.8%, 13.5% and 12.5% respectively, of the total portfolio cost at December 31,
1996.

     As of December 31, 1997 the Partnership's three largest lessees measured by
cash  investment  and  cash   commitment   were  Federal   Express   Corporation
($6,000,000),   SEACOR  Smit,  Inc.   ($4,270,000)  and  Wal-Mart  Stores,  Inc.
($2,803,175).

Item 2.  Properties

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


<PAGE>


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

                                December 31, 1997

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 1997.

PART II

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

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

                                       Number of Equity Security Holders
         Title of Class                        as of December 31,
         --------------                ---------------------------------
                                         1997                     1996
                                         ----                     ----

       Limited Partners                 2,777                    1,473
       General Partner                      1                        1

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

                                                                 Years Ended December 31,
                                                                 -----------------------
                                                                    1997         1996
                                                                    ----         ----
<S>                                                              <C>          <C>
Total revenue ................................................   $9,749,244   $1,564,069
                                                                 ==========   ==========

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

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

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

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

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

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

Distributions to the General Partner .........................   $   41,125   $   13,749
                                                                 ==========   ==========
</TABLE>

                                                   December 31,
                                    -----------------------------------------
                                        1997           1996           1995
                                        ----           ----           ----

Total assets                       $147,879,442   $ 48,486,070   $  1,350,143
                                   ============   ============   ============

Partners' equity                   $ 45,901,123   $ 22,865,854   $      2,000
                                   ============   ============   ============

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

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


<PAGE>


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

                                December 31, 1997

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  additional units were admitted  representing  $24,917,252 of capital
contributions.  In 1997,  285,927.35 additional units were admitted representing
$28,592,735  of capital  contributions.  In 1997,  1,625.63 units were redeemed,
leaving 559,842.19 partnership units outstanding at December 31, 1997.

     The Partnership's portfolio consisted of net investments in finance leases,
investment in estimated  unguaranteed  residual value,  leveraged leases, equity
investment in joint ventures and financings representing 72%, 18%, 8%, 1% and 1%
of total investments at December 31, 1997,  respectively,  and 42%, 0%, 21%, 26%
and 11% of total investments at December 31, 1996, respectively.

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

     For the years ended December 31, 1997 and 1996, the  Partnership  purchased
and leased or  financed  equipment  with an  initial  cost of  $119,155,086  and
$91,413,127, respectively, to 13 and 198 lessees or equipment users.

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

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


<PAGE>


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

                                December 31, 1997

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

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

Liquidity and Capital Resources

     The  Partnership's  primary  sources of funds in 1997 and 1996 were capital
contributions,  net  of  offering  expenses,  of  $24,730,458  and  $23,834,251,
respectively,  proceeds  from sale of equipment of  $7,315,408  in 1997 and cash
provided by  operations of $2,855,330  and $973,899,  respectively.  These funds
were used to fund cash distributions and to purchase equipment.  The Partnership
intends  to  continue  to  purchase  equipment  and to fund  cash  distributions
utilizing funds from capital contributions and cash provided by operations.

      The  Partnership's  notes  payable at December  31, 1997 and 1996  totaled
$100,650,890  and  $23,314,945,   respectively.   These  amounts   consisted  of
$90,575,890 and $11,089,945 in non-recourse notes, respectively, which are being
paid  directly to the lenders by the  lessees,  and  recourse  notes  payable of
$10,075,000   and   $12,225,000,   respectively,   which  are   secured  by  the
Partnership's investment in unguaranteed residual values.

      Cash  distributions  to the limited  partners for the years ended December
31, 1997 and 1996,  which were paid monthly  totaled  $4,147,829 and $1,361,099,
respectively  of  which  $2,623,084  and  $401,396  was  investment  income  and
$1,524,745  and  $958,703  was a return of  capital,  respectively.  The monthly
annualized  cash  distribution  rate to  limited  partners  for the years  ended
December 31, 1997 and 1996 was 10.75%,  of which 6.34% and 2.57% was  investment
income and 4.41% and 8.18% 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, 1997 and 1996 was $10.75, of which $6.34 and $2.57 was investment income and
$4.41 and $8.18 was a return of capital, respectively.

      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 with a net book
value of $5,391,216,  $4,805,676  and $5,304,010 and cash of $275,000,  $125,000
and $300,000,  respectively to ICON Receivables 1997-A LLC ("1997-A"), a special
purpose  entity  created for the  purpose of  originating  new leases,  managing
existing  contributed  assets and,  eventually,  securitizing its portfolio.  In
order to fund  the  acquisition  of new  leases,  1997-A  obtained  a  warehouse
borrowing  facility from Prudential  Securities Credit  Corporation (the "1997-A
Facility"). Borrowings under the 1997-A Facility were based on the present value
of the new leases.  Outstanding  amounts under the 1997-A Facility bore interest
equal to Libor plus 1.5%.

On September 19, 1997 the Partnership,  ICON Cash Flow Partners,  L.P., Series E
("Series E") and L.P. Six contributed  and assigned  equipment lease and finance
receivables  and  residuals  with  a net  book  value  of  $0,  $15,547,305  and
$5,225,794 and cash of $484,244, $740,000 and $300,000,  respectively to 1997-A.
The  Partnership,  Series D,  Series E and L.P.  Six  (collectively  the "1997-A
Members") 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.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

      On  September  19,  1997,  1997-A  securitized  substantially  all  of its
equipment  leases and finance  receivables and residuals.  The net proceeds from
the  securitization  totaled  $47,140,183,  of which $16,658,877 was used to pay
down  the  1997-A  Facility,  and the  remaining  proceeds,  after  establishing
reserves for expenses,  were  distributed  to the 1997-A  Members based on their
respective interests. 1997-A became the beneficial owner of a trust. The trustee
for the  trust  is  Texas  Commerce  Bank  ("TCB").  In  conjunction  with  this
securitization,  the  portfolio  as  well  as the  General  Partner's  servicing
capabilities  were  rated  "AA" by Duff &  Phelps  and  Fitch,  both  nationally
recognized rating agencies. The General Partner, as servicer, is responsible for
managing, servicing, reporting on and administering the portfolio. 1997-A remits
all monies received from the portfolio to TCB. TCB is responsible for disbursing
to the  noteholders  their  respective  principal and interest and to 1997-A the
excess of cash  collected  over debt  service  from the  portfolio.  The  1997-A
Members received their pro rata share of any excess cash on a monthly basis from
1997-A.  The  Partnership's  share of the net proceeds  from the  securitization
totaled $4,889,804. The Partnership used these proceeds to payoff the $4,250,000
note payable to 1997-A.  The  Partnership  accounts for its investment in 1997-A
under the equity  method of  accounting.  The 1997-A  Members  may  receive,  in
accordance  with  their  membership  interests,  additional  proceeds  if 1997-A
generates excess cash (cash after payment of debt and expenses).

      In August 1997 the Partnership,  Series E and L.P. Six (collectively,  the
"1997-B Members") formed ICON Receivables 1997-B LLC ("1997-B"), for the purpose
of originating lease transactions and ultimately securitizing its portfolio. The
1997-B Members contributed $500,000 (16.67% interest), $250,000 (8.33% interest)
and $2,250,000 (75.00%  interest),  respectively to 1997-B. In order to fund the
acquisition of additional leases, 1997-B obtained a warehouse borrowing facility
from Prudential Securities Credit Corporation (the "1997-B Warehouse Facility").
Borrowings under the 1997-B Warehouse Facility are based on the present value of
the new leases,  provided that in the aggregate,  the amount  outstanding cannot
exceed $40,000,000. Outstanding amounts under the 1997-B Warehouse Facility bear
interest equal to Libor plus 1.5%.  Collections  of receivables  from leases are
used to pay down the  1997-B  Warehouse  Facility,  however,  in the  event of a
default,  all of 1997-B's  assets are  available to cure such  default.  The net
proceeds  from  the  expected  securitization  of these  assets  will be used to
pay-off the  remaining  1997-B  Warehouse  Facility  balance  and the  remaining
proceeds will be  distributed  to the 1997-B  Members in  accordance  with their
membership  interests.  The  Partnership  accounts for its  investment in 1997-B
under the equity  method of  accounting.  The 1997-B  Members  may  receive,  in
accordance  with  their  membership  interests,  additional  proceeds  if 1997-B
generates excess cash (cash after payment of debt and expenses).

     As of December 31, 1997 there were no known trends or demands, commitments,
events  or  uncertainties  which  are  likely  to have any  material  effect  on
liquidity.  As  cash  is  realized  from  operations,  sales  of  equipment  and
borrowings, the Partnership will invest in equipment leases and financings where
it deems it to be prudent while  retaining  sufficient  cash to meet its reserve
requirements and recurring obligations as they become due.



<PAGE>


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

                                December 31, 1997

Item 8.  Financial Statements and Supplementary Data


                          Index to Financial Statements
<TABLE>

                                                                                                  Page Number


<S>                                                                                                         <C>
Independent Auditors' Report                                                                                11

Balance Sheets as of December 31, 1997 and 1996                                                          12-13

Statements of Operations for the Years Ended December 31, 1997 and 1996
 and for the Period May 23, 1995 (date of inception) to December 31, 1995                                   14

Statements of Changes in Partners' Equity for the Years Ended December 31, 1997 and 1996
  and for the Period May 23, 1995 (date of inception) to December 31, 1995                               15-16

Statements of Cash Flows for the Years Ended December 31, 1997 and 1996 and
  for the Period May 23, 1995 (date of inception) to December 31, 1995                                   17-19

Notes to Financial Statements                                                                            20-29

</TABLE>


<PAGE>








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

                              Financial Statements

                                December 31, 1997

                   (With Independent Auditors' Report Thereon)



<PAGE>











                          INDEPENDENT AUDITORS' REPORT




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

We have audited the accompanying  balance sheets of ICON Cash Flow Partners L.P.
Seven (a Delaware limited partnership) as of December 31, 1997 and 1996, and the
related  statements of operations,  changes in partners' equity,  and cash flows
for the years ended  December  31, 1997 and 1996 and for the period May 23, 1995
(date of inception) to December 31, 1995.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of ICON Cash Flow Partners L.P.
Seven as of December 31, 1997 and 1996,  and the results of its  operations  and
its cash flows for the years ended December 31, 1997 and 1996 and for the period
May 23, 1995 (date of  inception)  to December  31,  1995,  in  conformity  with
generally accepted accounting principles.



                                             /s/ KPMG Peat Marwick LLP
                                             -----------------------------------
                                              KPMG Peat Marwick



March 27, 1998
New York, New York


<PAGE>


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

                                 Balance Sheets

                                  December 31,
<TABLE>

                                                             1997             1996
                                                             ----             ----
Assets

<S>                                                    <C>              <C>
Cash ...............................................   $   4,516,385    $     698,301
                                                       -------------    -------------

Investment in finance leases
   Minimum rents receivable ........................      89,824,617       15,894,245
   Estimated unguaranteed residual values ..........      33,168,213        6,667,481
   Initial direct costs ............................       2,851,751          869,559
   Unearned income .................................     (23,581,783)      (3,515,258)
   Allowance for doubtful accounts .................        (155,000)         (65,000)
                                                       -------------    -------------

                                                         102,107,798       19,851,027

Investment in estimated unguaranteed residual values      26,531,664       12,325,000
                                                       -------------    -------------

Net investment in leveraged leases .................      11,146,488        9,980,633
                                                       -------------    -------------

Equity investment in joint ventures ................       2,022,052             --
                                                       -------------    -------------

Investment in financings
   Receivables due in installments .................         906,283        6,619,755
   Initial direct costs ............................          16,480          143,565
   Unearned income .................................        (197,918)      (1,271,152)
   Allowance for doubtful accounts .................         (22,222)         (10,000)
                                                       -------------    -------------

                                                             702,623        5,482,168

Other assets .......................................         852,432          148,941
                                                       -------------    -------------

Total assets .......................................   $ 147,879,442    $  48,486,070
                                                       =============    =============

</TABLE>







                                                        (continued on next page)


<PAGE>


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

                           Balance Sheets (Continued)

                                  December 31,
<TABLE>

                                                             1997             1996
                                                             ----             ----

       Liabilities and Partners' Equity

<S>                                                    <C>              <C>
Notes payable - non-recourse .......................   $  90,575,890    $  11,089,945
Note payable - recourse ............................      10,075,000       12,225,000
Accounts payable-equipment .........................       1,011,196        1,790,717
Accounts payable - General Partner and affiliate ...          28,150          438,297
Accounts payable - other ...........................         238,586           54,114
Security deposits and deferred credits .............          29,162            6,188
Minority interest in joint venture .................          20,335           15,955
                                                       -------------    -------------
                                                         101,978,319       25,620,216

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner .................................         (23,323)          (8,694)
   Limited partners (559,842.19 and 275,540.47 units
     outstanding, $100 per unit original
     issue price in 1997 and 1996, respectively) ...      45,924,446       22,874,548
                                                       -------------    -------------

     Total partners' equity ........................      45,901,123       22,865,854
                                                       -------------    -------------

Total liabilities and partners' equity .............   $ 147,879,442    $  48,486,070
                                                       =============    =============



</TABLE>










See accompanying notes to financial statements.


<PAGE>


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

                            Statements of Operations

               For the Years Ended December 31, 1997 and 1996 and
               for the Period May 23, 1995 (date of inception) to
                                December 31, 1995
<TABLE>

                                                         1997         1996        1995
                                                         ----         ----        ----

Revenues

<S>                                                  <C>          <C>          <C>
   Finance income ................................   $6,155,775   $  939,924   $   --
   Net gain on sales or remarketing of equipment .    1,748,790         --         --
   Income from leveraged leases, net .............    1,291,331      366,790       --
   Income from equity investment in joint ventures      436,216         --         --
   Interest income and other .....................      117,132      257,355       --
                                                     ----------   ----------   --------

   Total revenues ................................    9,749,244    1,564,069       --
                                                     ----------   ----------   --------

Expenses

   Interest ......................................    3,652,517      398,200       --
   Management fees - General Partner .............    1,522,045      264,784       --
   Amortization of initial direct costs ..........      932,123      230,785       --
   Administrative expense
     reimbursements - General Partner ............      652,319      117,809       --
   General and administrative ....................      186,280       72,040       --
   Provision for bad debts .......................      150,000       75,000       --
   Minority interest in joint ventures ...........        4,380         --         --
                                                     ----------   ----------   --------

   Total expenses ................................    7,099,664    1,158,618       --
                                                     ----------   ----------   --------

Net income .......................................   $2,649,580   $  405,451   $   --
                                                     ==========   ==========   ========

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

                                                     $2,649,580   $  405,451   $   --
                                                     ==========   ==========   ========

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

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

</TABLE>



See accompanying notes to financial statements.


<PAGE>


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

                    Statements of Changes in Partners' Equity

                 For the Years Ended December 31, 1997 and 1996
               and for the Period May 23, 1995 (date of inception)
                              to December 31, 1995
<TABLE>

                                   Limited Partner Distributions

                                      Return of    Investment           Limited        General
                                       Capital       Income            Partners        Partner          Total
                                    (Per weighted average unit)

<S>                                   <C>           <C>                 <C>              <C>          <C>
Initial partners'
   capital contribution
   - May 23, 1995                                                  $         1,000  $      1,000  $        2,000
                                                                   ---------------  ------------  --------------

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

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

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

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

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

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

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

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

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

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

                                                        (continued on next page)
</TABLE>
<PAGE>


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

              Statements of Changes in Partners' Equity (continued)

                 For the Years Ended December 31, 1997 and 1996
               and for the Period May 23, 1995 (date of inception)
                              to December 31, 1995
<TABLE>

                                   Limited Partner Distributions

                                      Return of    Investment           Limited        General
                                       Capital       Income            Partners        Partner          Total
                                    (Per weighted average unit)

<S>                                   <C>           <C>                 <C>              <C>          <C>
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
                                                                   ===============  ============  ==============

</TABLE>
























See accompanying notes to financial statements.


<PAGE>


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

                            Statements of Cash Flows

               For the Years Ended December 31, 1997, 1996 and for
                 the Period May 23, 1995 (date of inception) to
                                December 31, 1995
<TABLE>

                                                                     1997            1996         1995
                                                                     ----            ----         ----
Cash flows from operating activities:
<S>                                                             <C>             <C>             <C>
   Net income ...............................................   $  2,649,580    $    405,451    $    --
                                                                ------------    ------------    ---------
   Adjustments to reconcile net income to
    net cash provided by operating activities:
     Gain on sale of equipment ..............................     (1,748,790)           --           --
     Allowance for doubtful accounts ........................        102,222          75,000         --
     Finance income portion of
     receivables paid directly
       to lenders by lessees ................................     (5,912,799)       (608,965)        --
     Amortization of initial direct costs ...................        932,123         230,785         --
     Interest expense on non-recourse
       financings paid directly by lessees ..................      3,463,617         395,645         --
     Collection of principal
       - non-financed receivables ...........................        516,966         498,027         --
     Income from leveraged leases, net ......................     (1,291,331)       (366,790)        --
     Income from equity investment in joint ventures ........       (436,216)           --           --
     Distribution from equity investment in joint ventures ..      5,258,223            --           --
     Change in operating assets and liabilities:
       Other assets .........................................       (703,491)       (148,941)        --
       Account payable to General Partner and affiliates, net       (410,147)        438,297         --
       Accounts payable - other .............................        184,472          54,114         --
       Minority interest in joint ventures ..................          4,380          15,955         --
       Security deposits and deferred credits ...............         22,974           6,189         --
       Other, net ...........................................        223,547         (20,868)        --
                                                                ------------    ------------    ---------

         Total adjustments ..................................        205,750         568,448         --
                                                                ------------    ------------    ---------

       Net cash provided by operating activities ............      2,855,330         973,899         --
                                                                ------------    ------------    ---------

Cash flows from investing activities:
   Equipment and receivables purchased ......................    (20,121,149)    (19,898,183)        --
   Proceeds from sale of equipment ..........................      7,315,408            --           --
   Initial direct costs .....................................     (3,363,765)     (2,737,818)        --
   Equity investment in joint ventures ......................     (1,259,244)       (100,000)        --
                                                                ------------    ------------    ---------

       Net cash used in investing activities ................    (17,428,750)    (22,736,001)        --
                                                                ------------    ------------    ---------
</TABLE>



                                                        (continued on next page)


<PAGE>


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

                      Statements of Cash Flows (continued)

               For the Years Ended December 31, 1997, 1996 and for
                 the Period May 23, 1995 (date of inception) to
                                December 31, 1995
<TABLE>

                                                                     1997           1996            1995
                                                                     ----           ----            ----

Cash flows from financing activities:
   Issuance of limited partnership units,
<S>                                                              <C>             <C>
     net of offering expenses ..............................     24,730,458      23,834,251            --
   Proceeds from affiliate loan ............................      4,250,000            --              --
   Principal payment on loans from affiliate ...............     (4,250,000)           --              --
   Principal payment on notes payable recourse .............     (2,150,000)           --              --
   Cash distributions to partners ..........................     (4,188,954)     (1,374,848)           --
   Initial limited and General Partner capital contributions           --              --             2,000
   Refund of initial limited partners'
     capital contribution ..................................           --            (1,000)           --
                                                               ------------    ------------    ------------

       Net cash provided by financing activities ...........     18,391,504      22,458,403           2,000
                                                               ------------    ------------    ------------

Net increase in cash .......................................      3,818,084         696,301           2,000

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

Cash at end of year ........................................   $  4,516,385    $    698,301    $      2,000
                                                               ============    ============    ============
</TABLE>

See accompanying notes to 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 $3,652,517  and $398,200 for the years ended December
31, 1997 and 1996 consisted of: interest expense on non-recourse financings paid
or accrued to lenders by lessees of $3,463,617 and $395,645,  respectively,  and
other interest of $188,900 and $2,555, respectively.

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

                                                            1997             1996
                                                            ----             ----

Fair value of equipment and receivables
<S>                                                   <C>              <C>
   purchased for debt and payables ................   $(100,824,655)   $ (59,189,952)
Non-recourse and recourse notes payable
   assumed in purchase price ......................      99,813,459       57,399,235
Accounts payable - equipment ......................       1,011,196        1,790,717

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

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

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

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




<PAGE>


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

                          Notes to Financial Statements

                                December 31, 1997

1.    Organization

      ICON Cash Flow Partners L.P. Seven (the  "Partnership")  was formed on May
23, 1995 as a Delaware  limited  partnership with an initial  capitalization  of
$2,000.  It was  formed to acquire  various  types of  equipment,  to lease such
equipment  to third  parties  and,  to a lesser  degree,  to enter into  secured
financing transactions.  The Partnership's maximum offering is $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.  As of December 31, 1997,
535,099.87  additional  units  had  been  admitted  into  the  Partnership  with
aggregate  gross  proceeds  of  $53,509,987  bringing  the  total  admission  to
561,467.82  units totaling  $56,146,782 in capital  contributions.  During 1997,
1,625.63 units were redeemed,  leaving 559,842.19  partnership units outstanding
at December 31, 1997.

     In the third  quarter of 1997 the  Partnership  received  approval from the
Securities and Exchange  Commission to extend the Partnership's  offering period
by twelve  months.  The  Partnership's  offering  period  will end no later than
November 9, 1998.

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

     ICON Securities Corp., an affiliate of the General Partner, will receive an
underwriting commission on the gross proceeds from sales of all units. The total
underwriting compensation to be paid by the Partnership,  including underwriting
commissions,   sales  commissions,   incentive  fees,  public  offering  expense
reimbursements  and due diligence  activities  will be limited to 13 1/2% of the
gross  proceeds  received  from the sale of the units.  Such  offering  expenses
aggregated  $7,579,816  (including $3,088,993 paid to the General Partner or its
affiliates (See Note 10) and were charged directly to limited partners' equity.

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

2.    Significant Accounting Policies

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


<PAGE>


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

                    Notes to Financial Statements - Continued

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

      Investment in  Financings - Investment  in financings  represent the gross
receivables  due from the financing of equipment  plus the initial  direct costs
related  thereto  less the  related  unearned  income.  The  unearned  income is
recognized as finance income,  and the initial direct costs are amortized,  over
the terms of the receivables using the interest method.  Financing  transactions
are supported by a written promissory note evidencing the obligation of the user
to repay the  principal,  together  with  interest,  which will be sufficient to
return the Partnership's  full cost associated with such financing  transaction,
together with some investment income.  Furthermore,  the repayment obligation is
collateralized  by a security  interest in the tangible or  intangible  personal
property.

      Investment  in Estimated  Unguaranteed  Residual  Value - The  Partnership
purchased a 50%  interest of an option to acquire  equipment  during  1996.  The
Partnership  purchased a 100% interest of an option to acquire  equipment during
1997. The assets will be carried at cost until sale or release of the equipment,
at which time a gain or loss will be recognized on the  transactions.  No income
will be recognized until the underlying equipment is sold or released. (See Note
3 for discussion of investment in estimated unguaranteed residual value).

      Disclosures  About Fair Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments,  except for lease related  instruments.  At December 31, 1997,  the
carrying value of the  Partnership's  financial  assets other than lease related
investments and liabilities approximates fair value.

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

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


<PAGE>


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

                    Notes to Financial Statements - Continued

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

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

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

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

     New  Accounting  Pronouncements  - In June  1996 the  Financial  Accounting
Standards Board issued Statement of Financial  Accounting Standards ("SFAS") No.
125,   "Accounting   for  Transfers  and  Servicing  of  Financial   Assets  and
Extinguishments of Liabilities."  SFAS No. 125 establishes,  among other things,
criteria for determining  whether a transfer of financial  assets is a sale or a
secured borrowing effective for all transfers occurring after December 31, 1997.
The  adoption of SFAS No. 125 is not  expected to have a material  impact on the
Partnership's net income, partners' equity or total assets.

3.  Gain on Disposal  of  Residual  Interest

In  December  1997 the  Partnership  disposed  of its  residual  interest in two
offshore  supply vessels owned by Energy Land Corp. The disposal of the residual
interest  occurred in  connection  with the sale of the vessels to Hvide Marine,
Inc. The vessels had  previously  been  chartered by  Occidental  Equipment  and
Services,  Inc.  The  Partnership's  interest  was acquired on April 9, 1997 for
$3,430,000  cash. The Partnership  paid $278,500 in initial direct costs related
to the  transaction.  The  residual  interest  was  disposed  of for total  cash
proceeds of $5,864,138.  The Partnership earned $446,028 on the transaction from
April 1997 through  December 1997. The Partnership  recognized a $1,709,610 gain
upon disposal of its interest.

4.   Residual Investment

     On December 31, 1996, the Partnership purchased a 50% share of an option to
acquire  a 100%  interest  in a  drilling  rig.  The  purchase  price of the 50%
investment was $12,325,000.


<PAGE>


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

                    Notes to Financial Statements - Continued

     On July 31,  1997,  the  Partnership  purchased an option to acquire a 100%
interest on three Boeing 737-300  aircraft,  currently on lease with Continental
Airlines. The purchase price was $14,206,664 and consisted of $1,237,500 in cash
and $12,969,164 in non-recourse notes.

5.   Net Investment in Leveraged Leases

     On August 20, 1996, the Partnership acquired, subject to a leveraged lease,
the residual interest in an aircraft on lease with Federal Express. The aircraft
is a 1986 McDonnell Douglas DC-10-30F,  and has a remaining term of seven years.
The purchase  price was  $40,973,585,  consisting  of $6,000,000 in cash and the
assumption of non-recourse  senior debt of $26,217,294 and  non-recourse  junior
debt of $8,756,291.

     On December  31, 1996,  the  Partnership  acquired,  subject to a leveraged
lease, an aircraft on lease with  Continental  Airlines,  Inc. The aircraft is a
1976  McDonnell  Douglas  DC-10-30 and has a remaining  term of five years.  The
purchase  price  was  $11,320,923  consisting  of  $2,104,262  in  cash  and the
assumption of non-recourse senior debt of $9,216,661.

The net investment in the leveraged  leases as of December 31, 1997 consisted of
the following:

      Non-cancelable minimum rents receivable (net of
        principal and interest on non-recourse debt)   $  1,071,000
      Estimated unguaranteed residual values             24,818,001
      Initial direct costs                                1,231,377
      Unearned income                                   (15,973,890)
                                                       ------------
                                                       $ 11,146,488

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

      Non-cancelable  minimum rents receivable  relating to the leveraged leases
at December 31, 1997 are $51,610,515 and are due as follows:

             1998                          $ 7,742,360
             1999                            7,742,360
             2000                            8,022,359
             2001                            8,022,359
             2002                            8,022,360
             Thereafter                     12,058,717
                                           -----------

                                           $51,610,515


<PAGE>


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

                    Notes to Financial Statements - Continued

      Principal and interest on non-recourse debt assumed in the purchase of the
leveraged leases is $50,539,515 at December 31, 1997 and matures as follows:

              1998                          $ 7,742,360
              1999                            7,742,360
              2000                            7,742,359
              2001                            7,742,359
              2002                            7,742,359
              Thereafter                     11,827,718
                                            -----------

                                            $50,539,515

      Prior to the acquisition of the Federal Express transaction, the free cash
flow,  the rent in  excess of the  senior  debt  payments,  was  financed  by an
affiliated  partnership,  ICON Cash Flow Partners,  L.P.,  Series D, (i.e.,  the
junior debt). On January 29, 1997, the  Partnership  refinanced a portion of the
junior debt with a third party.

6.    Receivables Due in Installments

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

                         Finance
 Year                     Leases       Financings            Total

 1998                $   23,412,651   $     293,446    $   23,706,097
 1999                    20,291,755         190,239        20,481,994
 2000                    16,181,430         183,345        16,364,775
 2001                     9,857,704         149,805        10,007,509
 2002                     8,022,360          89,448         8,111,808
 Thereafter              12,058,717             -          12,058,717
                     --------------   -------------    --------------

                     $   89,824,617   $     906,283    $   90,730,900
                     ==============   =============    ==============

7.   Allowance for Doubtful Accounts

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

                                      Finance
                                      Leases       Financings        Total

Balance at December 31, 1995         $    -         $   -         $    -
Charged to operations                  65,000         10,000         75,000
                                     --------       --------      ---------
Balance at December 31, 1996           65,000         10,000         75,000

Charged to operations                  90,000         60,000        150,000
Accounts written-off                       -         (47,778)       (47,778)
                                     --------       --------      ---------
Balance at December 31, 1997         $155,000       $ 22,222      $ 177,222
                                     ========       ========      =========



<PAGE>


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

                    Notes to Financial Statements - Continued

8.   Notes Payable

     Notes payable consists of notes payable non-recourse,  which are being paid
directly  to the  lenders by the  lessees,  and notes  payable  recourse,  which
relates to the Partnership's  acquisition of a residual investment (See Note 4).
The notes bear interest at rates  ranging from 6.5% to 9.4%.  These notes mature
as follows:

                     Notes Payable        Note Payable
 Year                Non-Recourse           Recourse             Total

 1998              $     25,575,394      $    2,250,000    $   27,825,394
 1999                    21,998,436           2,250,000        24,248,436
 2000                    16,574,146           5,575,000        22,149,146
 2001                     7,447,607                -            7,447,607
 2002                     4,872,512                -            4,872,512
 Thereafter              14,107,795                -           14,107,795
                   ----------------      --------------    --------------

                   $     90,575,890      $   10,075,000    $  100,650,890
                   ================      ==============    ==============

9.   Investment in Joint Ventures

     The  Partnership  Agreement  allows  the  Partnership  to  invest  in joint
ventures  with other  limited  partnerships  sponsored  by the  General  Partner
provided that the  investment  objectives of the joint  ventures are  consistent
with that of the Partnership.

ICON Cash Flow L.L.C. III

     On December 31, 1996,  the  Partnership  and an  affiliate,  ICON Cash Flow
Partners,  L.P.,  Series E formed ICON Cash Flow Partners L.L.C.  III ("ICON 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 $10,905,228.  The lease is a leveraged lease and the lease term expires
in March  2003.  Profits,  losses,  excess  cash and  disposition  proceeds  are
allocated 99% to the Partnership and 1% to Series E. The Partnership's financial
statements  include 100% of the assets and  liabilities of ICON LLC III.  Series
E's investment in ICON LLC III has been reflected as "Minority interest in joint
venture."



<PAGE>


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

                    Notes to Financial Statements - Continued


ICON Receivables 1997-A L.L.C.

      In March  1997 the  Partnership,  Series D and L.P.  Six  contributed  and
assigned  equipment lease and finance  receivables and residuals with a net book
value of $5,391,216,  $4,805,676  and $5,304,010 and cash of $275,000,  $125,000
and $300,000,  respectively to ICON Receivables 1997-A LLC ("1997-A"), a special
purpose  entity  created for the  purpose of  originating  new leases,  managing
existing  contributed  assets and,  eventually,  securitizing its portfolio.  In
order to fund  the  acquisition  of new  leases,  1997-A  obtained  a  warehouse
borrowing  facility from Prudential  Securities Credit  Corporation (the "1997-A
Facility"). Borrowings under the 1997-A Facility were based on the present value
of the new leases.  Outstanding  amounts under the 1997-A Facility bore interest
equal to Libor plus 1.5%.

      On September 19, 1997 the  Partnership,  Series E and L.P. Six contributed
and assigned  equipment  lease and finance  receivables and residuals with a net
book value of $0, $15,547,305 and $5,225,794 and cash of $484,244,  $740,000 and
$300,000,  respectively to 1997-A. The Partnership,  Series D, Series E and L.P.
Six  (collectively the "1997-A  Members")  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.

      On  September  19,  1997,  1997-A  securitized  substantially  all  of its
equipment  leases and finance  receivables and residuals.  The net proceeds from
the  securitization  totaled  $47,140,183,  of which $16,658,877 was used to pay
down  the  1997-A  Facility,  and the  remaining  proceeds,  after  establishing
reserves for expenses,  were  distributed  to the 1997-A  Members based on their
respective  interests.  The  Partnership's  share of the net  proceeds  from the
securitization  totaled  $4,889,804.  1997-A  became the  beneficial  owner of a
trust. The trustee for the trust is Texas Commerce Bank ("TCB").  In conjunction
with  this  securitization,  the  portfolio  as  well as the  General  Partner's
servicing  capabilities  were  rated  "AA"  by Duff &  Phelps  and  Fitch,  both
nationally  recognized  rating agencies.  The General Partner,  as servicer,  is
responsible  for  managing,  servicing,   reporting  on  and  administering  the
portfolio.  1997-A remits all monies  received from the portfolio to TCB. TCB is
responsible for disbursing to the  noteholders  their  respective  principal and
interest and to 1997-A the excess of cash  collected  over debt service from the
portfolio.  The 1997-A Members  received their pro rata share of any excess cash
on a monthly basis from 1997-A.  The  Partnership  used these proceeds to payoff
the  $4,250,000  note  payable  to  1997-A.The   Partnership  accounts  for  its
investment in 1997-A under the equity method of  accounting.  The 1997-A Members
may receive, in accordance with their membership interests,  additional proceeds
if 1997-A generates excess cash (cash after payment of debt and expenses).



<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, 1997 is summarized below:

                                                December 31, 1997

  Assets                                         $    50,911,005
                                                 ===============

  Liabilities                                    $    45,143,569
                                                 ===============

  Equity                                         $     5,767,436
                                                 ===============

                                                    Year Ended
                                                December 31, 1997

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


ICON Receivables 1997-B L.L.C.

     In August 1997 the Partnership,  Series E and L.P. Six  (collectively,  the
"1997-B  Members") formed ICON  Receivables  1997-B L.L.C.  ("1997-B"),  for the
purpose of  originating  lease  transactions  and  ultimately  securitizing  its
portfolio.  The 1997-B Members contributed $500,000 (16.67% interest),  $250,000
(8.33% interest) and $2,250,000  (75.00%  interest),  respectively to 1997-B. In
order to fund the acquisition of additional leases,  1997-B obtained a warehouse
borrowing  facility from Prudential  Securities Credit  Corporation (the "1997-B
Warehouse  Facility").  Borrowings under the 1997-B Warehouse Facility are based
on the present  value of the new leases,  provided  that in the  aggregate,  the
amount  outstanding  cannot exceed  $40,000,000.  Outstanding  amounts under the
1997-B Warehouse Facility bear interest equal to Libor plus 1.5%. Collections of
receivables  from  leases  are used to pay down the 1997-B  Warehouse  Facility,
however, in the event of a default, all of 1997-B's assets are available to cure
such default. The net proceeds from the expected  securitization of these assets
will be used to pay-off the remaining 1997-B Warehouse  Facility balance and the
remaining  proceeds will be distributed to the 1997-B Members in accordance with
their  membership  interests.  The  Partnership  accounts for its  investment in
1997-B under the equity method of accounting. The 1997-B Members may receive, in
accordance  with  their  membership  interests,  additional  proceeds  if 1997-B
generates excess cash (cash after payment of debt and expenses).


<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, 1997 is summarized below:


                                                  December 31, 1997

    Assets                                         $    18,209,360
                                                   ===============

    Liabilities                                    $    15,008,185
                                                   ===============

    Equity                                         $     3,201,175
                                                   ===============

                                                      Year Ended
                                                  December 31, 1997

    Net income                                     $       201,175
                                                   ===============

10.  Related Party Transactions

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

                                                   1997              1996
                                                   ----              ----

<S>                                          <C>                <C>                 <C>
Underwriting commissions                     $     1,123,270    $      551,081      Charged to Equity
Organization and offering expenses                 1,965,723           964,391      Charged to Equity
Acquisition fees                                   2,934,301         2,737,818      Capitalized
Management fees                                    1,522,045           264,784      Charged to operations
Administrative expense
 reimbursements                                      652,319           117,809      Charged to operations
                                             ---------------    --------------

Total                                       $      8,197,658     $    4,635,883
                                            ================     ==============
</TABLE>

      The Partnership and affiliates formed three joint ventures for the purpose
of acquiring and managing various assets. (See Note 9 for additional information
relating to the joint ventures.)

      On March 11, 1997, the Partnership  borrowed  $4,250,000  from 1997-A,  an
affiliate of the Partnership  (See Note 8). The note was a short term note, bore
interest  at  Libor  plus  1.5% and was paid  from  the  Partnership's  share of
securitization proceeds in September 1997.

11.   Commitments and Contingencies

     The Partnership, from time to time, has and will enter into remarketing and
residual  sharing  agreements  with  third  parties.  In  connection  therewith,
remarketing or residual proceeds received in excess of specified amounts will be
shared with these third parties based on specified formulas.  As of December 31,
1997 the Partnership has not made any payments pursuant to such agreements.


                       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 income for federal income tax purposes for the year ended December 31, 1997:

                                                     1997             1996
                                                     ----             ----

Net income per financial statements           $      2,649,580    $     405,451

Differences due to:
  Direct finance leases                              9,376,627         (258,725)
  Depreciation                                     (11,358,603)             -
  Provision for losses                                 102,222              -
  Loss on sale of equipment                            759,191              -
  Other                                                806,922              -
                                              ----------------    -----------

Partnership income for
 federal income tax purposes                  $      2,335,939    $     146,726
                                              ================    =============

      As of December 31, 1997, the partners'  capital  accounts  included in the
financial  statements  totaled  $45,901,123  compared to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $53,066,747  (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, 1997

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

      None

PART III

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

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

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

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

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

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

 Thomas W. Martin            Executive Vice President and Director

 Paul B. Weiss               Executive Vice President

 Gary N. Silverhardt         Senior Vice President and Chief Financial Officer


<PAGE>


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

                                December 31, 1997

Item 10.  Continued

     Beaufort J. B. Clarke,  age 51, is President,  Chief Executive  Officer and
Director  of both  the  General  Partner  and the  Dealer-Manager.  Prior to his
present  position,  Mr. Clarke was founder and the President and Chief Executive
Officer of Griffin  Equity  Partners,  Inc. Mr. Clarke  formerly was an attorney
with Shearman and Sterling and has over 21 years of senior management experience
in the United States leasing industry.

     Thomas W. Martin,  age 43, is Executive  Vice President of both the General
Partner and the  Dealer-Manager.  Prior to his present position,  Mr. Martin was
the Executive  Vice  President  and Chief  Financial  Officer of Griffin  Equity
Partners,  Inc. Mr. Martin has over 13 years of senior management  experience in
the leasing business, particularly in the area of syndication.

     Paul B. Weiss,  age 37, is Executive Vice President of the General Partner.
Mr. Weiss has been  exclusively  engaged in lease portfolio  acquisitions  since
1988 from his  affiliations  with Griffin  Equity  Partners (as  Executive  Vice
President and  co-founder in 1993);  Gemini  Financial  Holdings (as Senior Vice
President-Portfolio  Acquisitions  and a member of the executive  committee from
1991-1993)  and  Pegasus  Capital   Corporation  (as  Vice   President-Portfolio
Acquisitions).

     Gary N.  Silverhardt,  age 37, is Senior Vice President and Chief Financial
Officer of the General Partner.  He joined the General Partner in 1989. Prior to
joining the General Partner,  Mr. Silverhardt was previously employed by Coopers
& Lybrand  from 1985 to 1989,  most  recently as an Audit  Supervisor.  Prior to
1985, Mr. Silverhardt was employed by Katz,  Schneeberg & Co. from 1983 to 1985.
Mr. Silverhardt  received a B.S. degree from the State University of New York at
New Paltz in 1983 and is a Certified Public Accountant.


<PAGE>


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

                                December 31, 1997

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, 1997 and 1996.
<TABLE>

        Entity                  Capacity              Type of Compensation             1997              1996
        ------                  --------              --------------------             ----              ----
<S>                         <C>                     <C>                             <C>               <C>
ICON Capital Corp.          General Partner         Organization and offering
                                                      expenses                     $   1,965,723   $       964,391
ICON Capital Corp.          Manager                 Acquisition fees                   2,934,301         2,737,818
ICON Capital Corp.          General Partner         Management fees                    1,522,045           264,784
ICON Securities Corp.       Dealer-Manager          Underwriting commissions           1,123,270           551,081
ICON Capital Corp.          General Partner         Administrative expense
                                                      reimbursements                     652,319           117,809
                                                                                   -------------   ---------------

                                                                                   $   8,197,658   $     4,635,883
                                                                                   =============   ===============
</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 20, 1998,  Directors and Officers of the General Partner do not
     own any equity securities of the Partnership.

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

       Title                    Amount Beneficially                     Percent
     of Class                           Owned                          of Class
     --------        ----------------------------------------------    --------

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

Item 13.  Certain Relationships and Related Transactions

     None other than those disclosed in Item 11 herein.



<PAGE>


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

                                December 31, 1997

PART IV

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

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

     2.  Financial Statement Schedule - None.

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

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

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

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

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

(b)  Reports on Form 8-K

     No  reports on Form 8-K were filed by the  Partnership  during the  quarter
ended December 31, 1997.



<PAGE>


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

                                December 31, 1997


                                   SIGNATURES


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

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


Date: March 31,1998              /s/ Beaufort J.B. Clarke
                                 Beaufort J.B. Clarke
                                 President, Chief Executive Officer and Director

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

ICON Capital Corp.
sole General Partner of the Registrant

Date:  March 31, 1998          /s/ Beaufort J.B. Clarke
                               --=========================----------------------
                               Beaufort J.B. Clarke
                               President, Chief Executive Officer and Director


Date:  March 31, 1998          /s/ Thomas W. Martin
                               -------------------------------------------------
                               Thomas W. Martin
                               Executive Vice President and Director


Date:  March 31, 1998          /s/ Gary N. Silverhardt
                               -------------------------------------------------
                               Gary N. Silverhardt
                               Senior Vice President and Chief Financial Officer



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

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



<PAGE>