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

                                    FORM 10-K


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

For the fiscal year ended                      December 31, 1999
                          ------------------------------------------------------

                                       or

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

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

Commission File Number                        0-27822
                       ---------------------------------------------------------

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

            Delaware                                            13-3518939
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

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

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

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

Title of each class                   Name of each exchange on which registered

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

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

Securities registered pursuant to Section 12(g) of the Act:
  Units of Limited Partnership Interest


                                (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., Series B
                        (A Delaware Limited Partnership)

                                December 31, 1999

                                TABLE OF CONTENTS

Item                                                                       Page

PART I

1.   Business                                                              3-4

2.   Properties                                                              5

3.   Legal Proceedings                                                       5

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

PART II

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

6.   Selected Financial and Operating Data                                   6

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

8.   Financial Statements and Supplementary Data                          9-21

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                    22

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                     22-23

11.  Executive Compensation                                                 23

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                         24

13.  Certain Relationships and Related Transactions                         24

PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K     24-25

SIGNATURES                                                                  26


<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                                December 31, 1999

PART I

Item 1.  Business

General Development of Business

     ICON Cash Flow Partners,  L.P., Series B (the  "Partnership") was formed in
March 1989 as a Delaware limited partnership. The Partnership commenced business
operations on its initial  closing date,  September 22, 1989, with the admission
of 12,414.89 limited partnership units. Between October 1, 1989 and December 31,
1989,  16,647.07  additional  units were admitted.  Between  January 1, 1990 and
November 16, 1990 (the final closing  date),  170,938.04  additional  units were
admitted  bringing the final admission to 200,000 units totaling  $20,000,000 in
capital  contributions.  In 1995 the  Partnership  redeemed  200  units  leaving
199,800 limited partnership units outstanding.  The sole general partner is ICON
Capital Corp. (the "General Partner").

     The Partnership's  original  reinvestment  period was to expire on November
15,  1995,  five  years  after the  final  closing  date.  The  General  Partner
distributed a definitive  consent  statement to the limited  partners to solicit
approval  of two  amendments  to the  Partnership  agreement.  A majority of the
limited partnership units outstanding responded affirmatively and the amendments
were adopted.  These  amendments  are effective from and after November 15, 1995
and  include:  (1)  extending  the  reinvestment  period  for a maximum  of four
additional years to November 1999 and likewise delaying the start and end of the
liquidation period, and (2) eliminating the Partnership's  obligation to pay the
General  Partner a portion  of  accrued  and  unpaid  management  fees,  and any
additional  management  fees which would  otherwise  accrue.  In June 1999,  the
Partnership paid the remaining $127,000 of previously accrued management fees to
the General Partner. The General Partner subsequently  remitted this amount back
to the Partnership as an additional capital contribution.

Narrative Description of Business

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
investment objective of the Partnership is to obtain the maximum economic return
from its  investments for the benefit of its limited  partners.  To achieve this
objective the Partnership  attempted 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,  when cash is available,  commencing
with each limited partner's  admission to the Partnership and continuing through
the extended reinvestment period; (3) re-invest  substantially all undistributed
cash from  operations and cash from sales in additional  equipment and financing
transactions  during  the  extended   reinvestment  period;  and  (4)  sell  the
Partnership's investments and distribute the cash from sales of such investments
to its limited partners during the liquidation period.



<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                                December 31, 1999

     The equipment  leasing  industry is highly  competitive.  In initiating its
leasing   transactions   the  Partnership   competes  with  leasing   companies,
manufacturers that lease their products directly,  equipment brokers and dealers
and financial institutions,  including commercial banks and insurance companies.
Many  competitors  are larger than the  Partnership  and have greater  financial
resources.

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

Lease and Financing Transactions

     For the years ended  December 31, 1999 and 1998,  the  Partnership  did not
purchase or finance any new investments in equipment. A summary of the portfolio
equipment cost by category held at December 31, 1999 and 1998 is as follows:

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

Restaurant equipment ......   $  654,672       33.4%    $  716,351       26.7%
Telecommunications ........      582,772       29.7        779,093       29.1
Manufacturing & production       227,145       11.6        417,539       15.6
Computer systems ..........      208,031       10.6        282,799       10.6
Video production ..........       96,292        4.9        118,211        4.4
Office furniture & fixtures       54,254        2.8         85,494        3.2
Printing ..................       48,492        2.5        103,602        3.9
Automotive ................       44,157        2.3         55,776        2.1
Medical ...................       23,762        1.2         59,574        2.2
Retail systems ............       21,088        1.0         47,457        1.7
Office equipment ..........         --          --          14,569        0.5
Material handling .........         --          --             --          --
Audio .....................         --          --             --          --
                              ----------      -----     ----------      -----

                              $1,960,665      100.0%    $2,680,465      100.0%
                              ==========      =====     ==========      =====

     The Partnership has one lease which  individually  represents  greater than
10% of the total  portfolio  equipment  cost at December 31, 1999.  The lease is
with Hometown Buffet, Inc.  The underlying equipment is restaurant equipment and
the purchase  price of the  equipment  represents  31.5% of the total  portfolio
equipment cost at December 31, 1999.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                                December 31, 1999

Item 2.  Properties

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

Item 3.  Legal Proceedings

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

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 1999.

PART II

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

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

                                         Number of Equity Security Holders
Title of Class                                  as of December 31,
                                               1999           1998
                                               ----           ----
Limited partners                              1,756          1,748
General Partner                                   1              1




<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                                December 31, 1999

Item 6.  Selected Financial and Operating Data
<TABLE>

                                                         Years Ended December 31,
                                     ----------------------------------------------------------
                                        1999       1998        1997         1996        1995
                                        ----       ----        ----         ----        ----

<S>                                  <C>        <C>        <C>          <C>          <C>
Total revenues ...................   $154,278   $400,618   $  562,650   $  519,663   $1,196,522
                                     ========   ========   ==========   ==========   ==========

Net income .......................   $ 46,087   $263,893   $  356,326   $  549,384   $  627,878
                                     ========   ========   ==========   ==========   ==========

Net income allocable to
  limited partners ...............   $ 45,626   $261,254   $  352,763   $  543,890   $  621,599
                                     ========   ========   ==========   ==========   ==========

Net income allocable to the
  General Partner ................   $    461   $  2,639   $    3,563   $    5,494   $    6,279
                                     ========   ========   ==========   ==========   ==========

Weighted average limited
  partnership units outstanding ..    199,800    199,800      199,800      199,800      199,986
                                     ========   ========   ==========   ==========   ==========

Net income per weighted
  average limited partnership unit   $   0.23   $   1.31   $     1.77   $     2.72   $     3.11
                                     ========   ========   ==========   ==========   ==========

Distributions to limited partners    $199,794   $682,648   $1,798,200   $1,798,200   $1,799,763
                                     ========   ========   ==========   ==========   ==========

Distributions to the
  General Partner ................   $  2,017   $  6,895   $   18,164   $   18,164   $   18,180
                                     ========   ========   ==========   ==========   ==========
</TABLE>

                                             December 31,
                   -------------------------------------------------------------
                      1999         1998         1997         1996        1995
                      ----         ----         ----         ----        ----

Total assets ...   $  625,435   $1,143,670   $2,066,633   $2,887,443  $5,069,702
                   ==========   ==========   ==========   ==========  ==========

Partners' equity   $  387,384   $  416,108   $  841,758   $2,301,796  $3,568,776
                   ==========   ==========   ==========   ==========  ==========

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


<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                                December 31, 1999

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

     The Partnership's portfolio consisted of a net investment in finance leases
and financings of 76% and 24% of total  investments,  respectively,  at December
31, 1999 compared to 68% and 32% of total investments, respectively, at December
31, 1998.

     For the years ended  December 31, 1999 and 1998,  the  Partnership  did not
purchase or finance any new investments in equipment.

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

     Revenues for the year ended December 31, 1999 were $154,278, representing a
decrease of $246,340 from 1998. The decrease in revenues was  attributable  to a
decrease in finance income of $83,312,  a decrease in gain on sales of equipment
of $137,592  and a decrease in interest  income and other of $25,436  from 1998.
Finance income  decreased due to a decrease in the average size of the portfolio
from 1999 to 1998. The gain on sales of equipment decreased due to a decrease in
the number of leases  maturing in which the  underlying  equipment was sold. The
decrease in interest  income and other  resulted  from a decrease in the average
cash balance from 1998 to 1999.

     Expenses for the year ended December 31, 1999 were $108,191, representing a
decrease of $28,534 from 1998.  The decrease in expenses was  attributable  to a
decrease in interest expense,  administrative expense reimbursements and general
and  administrative  expenses  partially offset by the fact that the Partnership
recorded a reversal in 1998 in the allowance  for doubtful  accounts of $36,892.
The decrease in interest  expense  resulted  from a decrease in the average debt
outstanding from 1998 to 1999. Administrative expense reimbursements and general
and  administrative  expenses decreased due to a decrease in the average size of
the portfolio from 1998 to 1999.

     Net income for the years ended  December  31, 1999 and 1998 was $46,087 and
$263,893,  respectively. The net income per weighted average limited partnership
unit was $.23 and $1.31 for 1999 and 1998, respectively.

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

     Revenues for the year ended December 31, 1998 were $400,618, representing a
decrease of $162,032 or 29% from 1997. The decrease in revenues was attributable
to a  decrease  in finance  income of $99,266 or 36%, a decrease  in net gain on
sales or  remarketing  of equipment of $39,999 or 17%, a decrease in income from
equity  investment  in joint  venture  of $14,232  or 100%,  and a  decrease  in
interest income and other of $8,535 or 19% from 1997.  Finance income  decreased
due to a decrease in the average size of the  portfolio  from 1997 to 1998.  The
net gain on sales or remarketing of equipment decreased due to a decrease in the
number  of  leases  maturing  in  which  the  underlying  equipment  was sold or
remarketed and proceeds received were in excess of the remaining  carrying value
of the equipment. The decrease in income from equity investment in joint venture
resulted  from  the  Partnership's  1997  sale of its  investment  in the  joint
venture.  The decrease in interest  income and other resulted from a decrease in
the average cash balance from 1997 to 1998.



<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                                December 31, 1999

     Expenses for the year ended December 31, 1998 were $136,725, representing a
decrease of $69,599 or 34% from 1997. The decrease in expenses was  attributable
to  a  decrease  in   interest   expense  of  $29,195  or  27%,  a  decrease  in
administrative  expense reimbursements of $19,321 or 49%, and a reversal in 1998
of the  allowance  for  doubtful  accounts of $36,892.  The  decreases  in these
expenses  were  partially  offset by an increase  in general and  administrative
expenses of $15,809 or 26%. The  decrease in interest  expense  resulted  from a
decrease  in the  average  debt  outstanding  from 1997 to 1998.  Administrative
expense reimbursements and general and administrative  expenses decreased due to
a decrease in the average size of the portfolio  from 1997 to 1998. The reversal
of the allowance  for doubtful  accounts  resulted from the ongoing  analysis of
delinquency trends and loss experience, an assessment of overall credit risk and
the  continued  decline in  portfolio  balance.  The  increase  in  general  and
administrative  expenses  was related to  increases  in legal  fees,  collection
expenses and tax related costs.

     Net income for the years ended  December 31, 1998 and 1997 was $263,893 and
$356,326,  respectively. The net income per weighted average limited partnership
unit was $1.31 and $1.77 for 1998 and 1997, respectively.

Liquidity and Capital Resources

     The Partnership's reinvestment period ended and disposition period began in
November  1999.  During the  disposition  period the  Partnership  has, and will
continue to distribute  substantially all distributable cash from operations and
equipment  sales to the  partners  and  begin  the  orderly  termination  of its
operations  and  affairs.  The  Partnership  has not, and will not invest in any
additional finance or lease transactions during the disposition  period.  During
the disposition period, the Partnership  expects to recover,  at a minimum,  the
carrying value of its assets.

     As a result of the  Partnership's  entering  into the  disposition  period,
future monthly  distributions are expected to fluctuate  depending on the amount
of asset sale and re-lease proceeds received during that period.

     The Partnership's  primary sources of funds in 1999, 1998 and 1997 were net
cash provided by operations  of $253,244,  $761,619 and $879,014,  respectively,
proceeds   from  sales  of  equipment  of  $153,880,   $321,104  and   $544,232,
respectively,  proceeds from the sale of investment in joint venture of $183,598
in 1997 and proceeds related to a term loan of $1,500,000 in 1997.

     On February 13,  1997,  the  Partnership  borrowed  $1,500,000  from a bank
pursuant  to a four  year  term  loan  agreement.  The loan  agreement  grants a
security interest in certain Partnership payments and collateral for a specified
group of leases and financing  transactions.  The note bears interest at 9%, and
is payable in monthly  installments.  The  Partnership had $197,643 and $589,381
outstanding under the loan at December 31, 1999 and 1998, respectively.

     Cash distributions to the limited partners for the years ended December 31,
1999, 1998 and 1997,  which were paid monthly,  totaled  $199,794,  $682,648 and
$1,798,200 of which  $45,626,  $261,254 and $352,763 was  investment  income and
$154,168,  $421,394 and  $1,445,437 was a return of capital,  respectively.  The
monthly annualized cash distribution rate for the years ended December 31, 1999,
1998 and 1997 was 1.0%,  3.42% and  9.00%,  of which  .23%,  1.31% and 1.77% was
investment   income  and  .77%,  2.11%  and  7.23%  was  a  return  of  capital,
respectively,  calculated  as a percentage  of each  partner's  initial  capital
contribution.  The  limited  partner  distribution  per  weighted  average  unit
outstanding  in 1999,  1998 and 1997 was $1.00,  $3.42 and $9.00 of which  $.23,
$1.31 and $1.77 was investment  income and $.77, $2.11 and $7.23 was a return of
capital, respectively.

     As of December 31, 1999, except as noted above,  there were no known trends
or demands,  commitments,  events or uncertainties  which are likely to have any
material  effect on liquidity.  As cash is realized from operations and sales of
remaining equipment, the Partnership will pay distributions where it deems it to
be prudent, while retaining sufficient cash to meet its reserve requirements and
recurring obligations.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                                December 31, 1999

Item 8.  Financial Statements and Supplementary Data

                          Index to Financial Statements
                                                                     Page Number
                                                                     -----------
Independent Auditors' Report                                              11

Balance Sheets as of December 31, 1999 and 1998                           12

Statements of Operations for the Years Ended
  December 31, 1999, 1998 and 1997                                        13

Statements of Changes in Partners' Equity for the
  Years Ended December 31, 1999, 1998 and 1997                            14

Statements of Cash Flows for the Years Ended
  December 31, 1999, 1998 and 1997                                     15-16

Notes to Financial Statements                                          17-21



<PAGE>






                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                              Financial Statements

                                December 31, 1999

                   (With Independent Auditors' Report Thereon)




<PAGE>











                          INDEPENDENT AUDITORS' REPORT




The Partners
ICON Cash Flow Partners, L.P., Series B:

We have  audited the  accompanying  balance  sheets of ICON Cash Flow  Partners,
L.P.,  Series B (a Delaware  limited  partnership)  as of December  31, 1999 and
1998, and the related statements of operations, changes in partners' equity, and
cash flows for each of the years in the  three-year  period  ended  December 31,
1999. These 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.

As  discussed  in Note 1, the  Partnership's  reinvestment  period ended and the
disposition  period began in November 1999. During the disposition  period,  the
Partnership has, and will continue to distribute substantially all distributable
cash from  operations and equipment  sales to the partners and begin the orderly
termination of its operations and affairs.

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



                                                            /s/ KPMG LLP
                                                            KPMG LLP


March 28, 2000
New York, New York



<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                                 Balance Sheets

                                  December 31,
<TABLE>

                                                              1999          1998
                                                              ----          ----
       Assets

<S>                                                      <C>            <C>
Cash .................................................   $    14,510    $    73,935
                                                         -----------    -----------

Investment in finance leases
   Minimum rents receivable ..........................       265,980        621,919
   Estimated unguaranteed residual values ............       221,159        240,689
   Unearned income ...................................       (45,104)       (97,223)
   Allowance for doubtful accounts ...................       (28,893)       (39,451)
                                                         -----------    -----------
                                                             413,142        725,934
                                                         -----------    -----------
Investment in financings
   Receivables due in installments ...................       150,724        403,132
   Unearned income ...................................        (6,778)       (39,604)
   Allowance for doubtful accounts ...................       (10,051)       (19,827)
                                                         -----------    -----------
                                                             133,895        343,701
                                                         -----------    -----------

Other assets .........................................        63,888            100
                                                         -----------    -----------

Total assets .........................................   $   625,435    $ 1,143,670
                                                         ===========    ===========

       Liabilities and Partners' Equity

Note payable .........................................   $   197,643    $   589,381
Accounts payable to General Partner and affiliates ...        13,600        109,185
Security deposits, deferred credits and other payables        26,808         28,996
                                                         -----------    -----------
                                                             238,051        727,562
                                                         -----------    -----------
Commitments and Contingencies

Partners' equity (deficiency)
  General Partner ....................................       (42,367)      (167,811)
  Limited partners (199,800 units outstanding,
     $100 per unit original issue price) .............       429,751        583,919
                                                         -----------    -----------

Total partners' equity ...............................       387,384        416,108
                                                         -----------    -----------

Total liabilities and partners' equity ...............   $   625,435    $ 1,143,670
                                                         ===========    ===========

</TABLE>








See accompanying notes to financial statements.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                            Statements of Operations

                        For the Years Ended December 31,
<TABLE>

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

<S>                                              <C>         <C>          <C>
   Gain on sales of equipment ................   $  51,284   $ 188,876    $ 228,875
   Finance income ............................      90,929     174,241      273,507
   Income from investment in joint venture ...        --          --         14,232
   Interest income and other .................      12,065      37,501       46,036
                                                 ---------   ---------    ---------

   Total revenues ............................     154,278     400,618      562,650
                                                 ---------   ---------    ---------

Expenses

   Interest ..................................      35,206      77,673      106,868
   General and administrative ................      60,332      75,656       59,847
   Administrative expense reimbursements
     - General Partner .......................      12,653      20,288       39,609
   Reversal of allowance for doubtful accounts        --       (36,892)        --
                                                 ---------   ---------    ---------

   Total expenses          ...................     108,191     136,725      206,324
                                                 ---------   ---------    ---------

Net income ...................................   $  46,087   $ 263,893    $ 356,326
                                                 =========   =========    =========

Net income allocable to:
   Limited partners ..........................   $  45,626   $ 261,254    $ 352,763
   General Partner ...........................         461       2,639        3,563
                                                 ---------   ---------    ---------

                                                 $  46,087   $ 263,893    $ 356,326
                                                 =========   =========    =========

Weighted average number of limited
   partnership units outstanding .............     199,800     199,800      199,800
                                                 =========   =========    =========

Net income per weighted average
   limited partnership unit ..................   $     .23   $    1.31    $    1.77
                                                 =========   =========    =========
</TABLE>







See accompanying notes to financial statements.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                    Statements of Changes in Partners' Equity

              For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>

                           Limited Partner Distributions

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

<S>                            <C>            <C>          <C>             <C>          <C>
Balance at
   December 31, 1996                                      $ 2,450,750    $(148,954)    $ 2,301,796

Cash distributions
   to partners                 $7.23          $1.77        (1,798,200)     (18,164)     (1,816,364)

Net income                                                    352,763        3,563         356,326
                                                          -----------    ---------     -----------

Balance at
   December 31, 1997                                        1,005,313     (163,555)        841,758

Cash distributions
   to partners                 $2.11          $1.31          (682,648)      (6,895)       (689,543)

Net income                                                    261,254        2,639         263,893
                                                          -----------    ---------     -----------

Balance at
   December 31, 1998                                          583,919     (167,811)        416,108

Cash distributions
   to partners                 $ .77          $ .23          (199,794)      (2,017)       (201,811)

Capital contribution                                            -          127,000         127,000

Net income                                                     45,626          461          46,087
                                                          -----------    ---------     -----------

Balance at
   December 31, 1999                                      $   429,751    $ (42,367)    $   387,384
                                                          ===========    =========     ===========
</TABLE>






See accompanying notes to financial statements.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                            Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

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

Cash flows provided by operating activities:
<S>                                                           <C>            <C>            <C>
Net income ................................................   $    46,087    $   263,893    $   356,326
                                                              -----------    -----------    -----------
Adjustments to reconcile net income to
 net cash provided by operating activities:
   Finance income portion of receivables paid
     directly to lenders by lessees .......................          --             --           (7,297)
   Gain on sales of equipment .............................       (51,284)      (188,876)      (228,875)
   Interest expense on non-recourse financing
     paid directly by lessees .............................          --             --            3,798
   Income from equity investment in joint venture .........          --             --          (14,232)
   Changes in operating assets and liabilities:
     Collection of principal - non-financed receivables ...       509,479        766,879        826,839
     Distributions from joint venture .....................          --             --          158,062
     Allowance for doubtful accounts ......................          --          (33,956)       (29,121)
     Accounts payable to General Partner and affiliates ...       (95,585)         5,345        (75,151)
     Security deposits, deferred credits and other payables        (2,188)       (43,498)       (69,008)
     Other ................................................      (153,265)        (8,168)       (42,327)
                                                              -----------    -----------    -----------

       Total adjustments ..................................       207,157        497,726        522,688
                                                              -----------    -----------    -----------

     Net cash provided by operating activities ............       253,244        761,619        879,014
                                                              -----------    -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment .......................       153,880        321,104        544,232
   Equipment and receivables purchased ....................          --             --         (822,592)
   Proceeds from sale of equity investment
     in joint venture .....................................          --             --          183,598
                                                              -----------    -----------    -----------

     Net cash provided by  (used in) investing activities .       153,880        321,104        (94,762)
                                                              -----------    -----------    -----------

Cash flows from financing activities:
   Cash distributions to partners .........................      (201,811)      (689,543)    (1,816,364)
   Payments on note payable ...............................      (391,738)      (459,160)      (451,459)
   Proceeds from General Partner contribution .............       127,000           --             --
   Proceeds from note payable .............................          --             --        1,500,000
                                                              -----------    -----------    -----------

     Net cash used in financing activities ................      (466,549)    (1,148,703)      (767,823)
                                                              -----------    -----------    -----------

Net (decrease) increase in cash ...........................       (59,425)       (65,980)        16,429

Cash, beginning of year ...................................        73,935        139,915        123,486
                                                              -----------    -----------    -----------

Cash, end of year .........................................   $    14,510    $    73,935    $   139,915
                                                              ===========    ===========    ===========
</TABLE>


See accompanying notes to financial statements.


<PAGE>



                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                      Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

     Interest  expense of  $35,206,  $77,673  and  $106,868  for the years ended
December 31, 1999, 1998 and 1997 consisted of: interest expense on note payable.

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

                                                       1999        1998        1997
                                                      -----        ----        ----
Principal and interest on finance receivables
<S>                                                   <C>         <C>         <C>
     paid directly to lenders by lessees                -            -      $  268,952
Principal and interest on non-recourse financing
     paid directly by lessee                            -            -        (268,952)

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





















See accompanying notes to financial statements.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                          Notes to Financial Statements

                                December 31, 1999
1.   Organization

     ICON Cash Flow Partners,  L.P., Series B (the  "Partnership") was formed on
March 27, 1989 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, enter into secured financing
transactions.  The Partnership's  offering period commenced on July 18, 1989 and
by its  final  closing  in  1990,  200,000  units  had  been  admitted  into the
Partnership  with  aggregate  gross  proceeds of  $20,000,000.  During 1995, the
Partnership  redeemed 200 limited  partnership  units,  leaving  199,800 limited
partnership units outstanding at December 31, 1999, 1998 and 1997.

     The Partnership's reinvestment period ended and disposition period began in
November  1999.  During the  disposition  period the  Partnership  has, and will
continue to distribute  substantially all distributable cash from operations and
equipment  sales to the  partners  and  begin  the  orderly  termination  of its
operations  and  affairs.  The  Partnership  has not, and will not invest in any
additional finance or lease transactions during the disposition  period.  During
the disposition period, the Partnership  expects to recover,  at a minimum,  the
carrying value of its assets.

     As a result of the  Partnership's  entering  into the  disposition  period,
future monthly  distributions are expected to fluctuate  depending on the amount
of asset sale and re-lease proceeds received during that period.

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

     ICON  Securities  Corp., an affiliate of the General  Partner,  received an
underwriting  commission on the gross proceeds of sales of all units.  The total
underwriting  compensation  paid  by  the  Partnership,  including  underwriting
commissions,   sales  commissions,   incentive  fees,  public  offering  expense
reimbursements and due diligence  activities was limited to 13 1/2% of the gross
proceeds  received from the sale of the units.  Such offering  costs  aggregated
$2,700,000,   (including   $1,115,218   paid  to  the  General  Partner  or  its
affiliates), and were charged directly to limited partners' equity.

     Profits,  losses, cash distributions and disposition proceeds are 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  on  its  outstanding  adjusted  capital  contribution
account.  After such  time,  the  distributions  would be  allocated  90% to the
limited partners and 10% to the General Partner.

2.   Amendments to Partnership Agreement

     The Partnership's  original  reinvestment  period was to expire on November
15,  1995,  five  years  after the  final  closing  date.  The  General  Partner
distributed a definitive  consent  statement to the limited  partners to solicit
approval  of two  amendments  to the  Partnership  agreement.  A majority of the
limited partnership units outstanding responded affirmatively and the amendments
were adopted. These amendments are effective


<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

from and after  November 15, 1995 and include:  (1) extending  the  reinvestment
period for a maximum of four  additional  years to  November  1999 and  likewise
delaying the start and end of the  liquidation  period,  and (2) eliminating the
Partnership's  obligation  to pay the General  Partner  $241,652 of the $368,652
accrued and unpaid  management  fees as of December 31, 1996 and all  additional
management  fees  which  would  otherwise  accrue.  The  remaining  $127,000  of
previously accrued management fees were paid to the General Partner in 1999. The
General Partner subsequently remitted this amount back to the Partnership in the
form of an additional capital contribution.

3.   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 the General
Partner's  management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial  statements,  and
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates. In addition, management is required to disclose contingent
assets and liabilities.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties as finance leases or operating leases,  as appropriate.  The Partnership
presently  has only  investments  in finance  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.  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.

     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.  Separate  disclosure of fair value  information as of December 31,
1999 and 1998 with  respect  to the  Company's  assets  and  liabilities  is not
provided  because (i) SFAS No. 107 does not require  disclosures  about the fair
value of lease  arrangements  and (ii) the carrying  value of financial  assets,
other than lease related investments, and payables approximates market value.

     Investment in Joint Venture - The Partnership  accounted for its investment
in a joint  venture  under the equity method of  accounting.  The  Partnership's
original  investment  was  recorded  at cost and was  adjusted  by its  share of
earnings,  losses and distributions  thereafter.  The Partnership liquidated its
investment  in the joint  venture in  September  1997 and  received  $183,598 in
proceeds for the sale of its investment.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

     Allowance for Doubtful  Accounts - The Partnership  records  provisions for
bad debts to provide for estimated credit losses in the portfolio. The provision
is based on an  analysis  of  delinquency  trends  and  loss  experience  and an
assessment of overall credit risk. 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 such analysis  indicates that
the probability of collection of the account is remote. In 1998, the Partnership
reversed  $36,892 of amounts  previously  included in the allowance for doubtful
accounts.

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

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

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

     New Accounting  Pronouncements - In June 1998 the FASB issued SFAS No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities."  SFAS No. 133
requires that an entity recognize all derivative instruments as either assets or
liabilities  in the balance sheet and measure those  instruments  at fair value.
SFAS No. 133 as amended, is effective for all quarters of fiscal years beginning
after June 15,  2000.  The  adoption  of SFAS No. 133 is not  expected to have a
material  effect on the  Partnership's  net  income,  partners'  equity or total
assets.

4.   Receivables Due in Installments

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

                       Finance
 Year                  Leases               Financings                 Total
 ----                  ------               ----------                 -----

 2000                $177,138                $137,620                $314,758
 2001                  70,805                  13,104                  83,909
 2002                  18,037                    --                    18,037
                                             --------                --------

                     $265,980                $150,724                $416,704
                     ========                ========                ========


<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

5.   Allowance for Doubtful Accounts

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

                                                    Finance
                                                     Leases     Financings     Total

<S>                                                <C>          <C>          <C>
Balance at December 31, 1996 ...................   $  74,557    $  47,798    $ 122,355

     Accounts written-off ......................     (24,150)      (4,971)     (29,121)
                                                   ---------    ---------    ---------

Balance at December 31, 1997 ...................      50,407       42,827       93,234

     Accounts written-off ......................     (10,000)        --        (10,000)
     Recovery on accounts previously written off      12,936         --         12,936
     Reversal of allowance for doubtful accounts     (17,032)     (19,860)     (36,892)
     Transfer within accounts ..................       3,140       (3,140)        --
                                                   ---------    ---------    ---------

Balance at December 31, 1998 ...................      39,451       19,827       59,278

     Accounts written-off ......................     (10,558)      (9,776)     (20,334)
                                                   ---------    ---------    ---------

Balance at December 31, 1999 ...................   $  28,893    $  10,051    $  38,944
                                                   =========    =========    =========
</TABLE>

6.   Note Payable

     On February 13,  1997,  the  Partnership  borrowed  $1,500,000  from a bank
pursuant  to a forty five  month term loan  agreement.  The  agreement  grants a
security  interest in certain  Partnership  lease rental payments and collateral
relating to a specified  group of leases and  financing  transactions.  The loan
bears  interest at 9%, and the balance  outstanding  of $197,643 at December 31,
1999 matures in 2000.

7.   Related Party Transactions

     During the years ended  December  31, 1999,  1998 and 1997 the  Partnership
paid or accrued to the General Partner  administrative expense reimbursements of
$12,653, $20,288 and $39,609, respectively. These reimbursements were charged to
operations.  As a result of the Partnership  Agreement  amendments  discussed in
Note 2, no management fee expense was recorded in 1999, 1998 and 1997.




<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                    Notes to Financial Statements - Continued

     In  February  1995 the  Partnership  and two  affiliates,  ICON  Cash  Flow
Partners,  L.P.,  Series C ("Series  C"), and ICON Cash Flow  Partners  L.P. Six
("L.P.  Six") formed ICON Asset  Acquisition  L.L.C. I ("ICON Asset  Acquisition
LLC") as a special purpose limited liability company. ICON Asset Acquisition LLC
was formed for the purpose of acquiring,  managing and  securitizing a portfolio
of leases.  ICON Asset Acquisition LLC purchased an existing portfolio of leases
and  securitized  substantially  all of its portfolio and became the  beneficial
owner of a trust. In September  1997,  L.P. Six purchased,  from the Partnership
and Series C, their  investment in ICON Asset  Acquisition  LLC. The Partnership
and Series C's  investments  were  purchased at book value,  which  approximated
market  value at that time and ICON  Asset  Acquisition  LLC became a 100% owned
subsidiary of L.P Six. L.P Six transferred all of ICON Asset  Acquisition  LLC's
assets to its own account and dissolved ICON Asset Acquisition LLC in the fourth
quarter 1997.

     See Note 2 for information  relating to the $127,000  capital  contribution
made by the General Partner in 1999.

8.   Tax Information (Unaudited)

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

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

Net income per financial statements   $  46,087    $ 263,893    $ 356,326

Differences due to:
   Direct finance leases ..........     292,149      367,674      625,885
   Depreciation ...................    (278,448)    (349,769)    (531,244)
   Provision for losses ...........     (20,334)     (33,956)     (18,942)
   Gain (loss) on sale of equipment       3,864     (144,087)    (377,615)
   Other ..........................         491          (82)      (9,415)
                                      ---------    ---------    ---------

Partnership income for
   federal income tax purposes ....   $  43,809    $ 103,673    $  44,995
                                      =========    =========    =========

     As of December 31, 1999,  the partners'  capital  accounts  included in the
financial statements totaled $387,384 compared to the partners' capital accounts
for federal income tax purposes of $3,126,086 (unaudited). The difference arises
primarily from commissions  reported as a reduction in the partners' capital 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., Series B
                        (A Delaware Limited Partnership)

                                December 31, 1999

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

      None

PART III

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

     The General  Partner,  a Connecticut  corporation,  was formed in 1985. The
General  Partner's  principal  offices are located at 111 Church  Street,  White
Plains,  New York 10601-1505,  and its telephone  number is (914) 993-1700.  The
officers of the General  Partner have  extensive  experience  with  transactions
involving the  acquisition,  leasing,  financing and  disposition  of equipment,
including  acquiring  and  disposing  of  equipment  subject  to leases and full
financing transactions.

     The  manager of the  Partnership's  business is the  General  Partner.  The
General  Partner is engaged in a broad range of equipment  leasing and financing
activities.  Through  its  sales  representatives  and  through  various  broker
relationships  throughout the United States,  the General Partner offers a broad
range of equipment leasing services.

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

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

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

Paul B. Weiss                 President and Director

Thomas W. Martin              Executive Vice President and Director




<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                                December 31, 1999

     Beaufort J. B. Clarke,  age 54, has been Chairman,  Chief Executive Officer
and Director of the General Partner since 1996.  Prior to his present  position,
Mr. Clarke was founder and the President and Chief Executive  Officer of Griffin
Equity  Partners,  Inc. Mr.  Clarke  formerly was an attorney  with Shearman and
Sterling  and has over 20 years of senior  management  experience  in the United
States leasing industry.

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

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

Item 11.  Executive Compensation

     The Partnership  has no directors or officers.  The General Partner and its
affiliates  were  paid or  accrued  the  following  reimbursement  for costs and
expenses for the years ended December 31, 1999, 1998 and 1997.
<TABLE>

     Entity            Capacity       Type of Compensation     1999    1998     1997
     ------            --------       --------------------     ----    ----     ----
<S>                  <C>              <C>                    <C>       <C>      <C>
ICON Capital Corp.  General Partner  Administrative expense
                                       reimbursements        $12,653  $20,288  $39,609
                                                             -------  -------  -------
                                                             $12,653  $20,288  $39,609
                                                             =======  =======  =======
</TABLE>

     See  Footnotes  2 and 7 within the  financial  statements  under Item 8 for
disclosure of amendments made to the Partnership  Agreement which eliminated the
Partnership's obligation to pay the General Partner management fees.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                                December 31, 1999

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

(b)  As of March 24, 2000,  Directors and Officers of the General Partner do not
     own any equity securities of the Partnership.

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

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

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

     Profits,  losses, cash distributions and disposition proceeds are allocated
99% to the limited  partners and 1% to the General  Partner  until each investor
has received cash  distributions and disposition  proceeds  sufficient to reduce
his 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  the  outstanding  adjusted  capital
contribution  account.  After such time, the distributions will be allocated 90%
to the limited partners and 10% to the General Partner.

Item 13.  Certain Relationships and Related Transactions

     See  Item  11  for  a  discussion  of  the   Partnership's   related  party
transactions.

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.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                                December 31, 1999

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

     (i)  Form of Dealer-Manager Agreement (Incorporated by reference to Exhibit
          1.1  to  Post-Effective  Amendment  No.  2 to  Form  S-1  Registration
          Statement  No.   33-28145  filed  with  the  Securities  and  Exchange
          Commission on August 14, 1989)

     (ii) Form of Selling Dealer Agreement (Incorporated by reference to Exhibit
          1.2 to Amendment No. 1 to Form S-1 Registration Statement No. 33-28145
          filed with the Securities and Exchange Commission on June 12, 1989)

     (iii)Amended and Restated Agreement of Limited Partnership (Incorporated by
          reference  to Exhibit A to  Amendment  No. 2 to Form S-1  Registration
          Statement  No.   33-28145  filed  with  the  Securities  and  Exchange
          Commission on July 14, 1989)

     (iv) 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. 33-28145 filed
          with the Securities and Exchange Commission on June 12, 1989)

     (v)  The  Partnership  filed  a  Definitive   Consent  Statement  with  the
          Securities  and  Exchange  Commission  on  February  29,  1996 for the
          purposes of  soliciting a vote from the limited  partners of record as
          of February 27, 1996, for amendments to the Partnership Agreement (see
          Item 4).

(b)  Reports on Form 8-K

     No  reports on Form 8-K were filed by the  Partnership  during the  quarter
ended December 31, 1999.



<PAGE>


                     ICON Cash Flow Partners, L.P., Series B
                        (A Delaware Limited Partnership)

                                December 31, 1999

                                   SIGNATURES

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

                                ICON CASH FLOW PARTNERS, L.P., Series B
                                File No. 33-28145 (Registrant)
                                By its General Partner, ICON Capital Corp.


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


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

ICON Capital Corp.
sole General Partner of the Registrant

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



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


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


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

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