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

                                           FORM 10-K


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

For the fiscal year ended                      December 31, 1998
                          ------------------------------------------------------

                                       or

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

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

Commission File Number                         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)

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

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

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

Title of each class                              Name of each exchange
                                                  on which registered

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

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





Securities registered pursuant to Section 12(g) of the Act:
     Units of Limited Partnership 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, 1998

                                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                                   7-10

8.  Financial Statements and Supplementary Data                          11-24

9.  Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure                                     25

PART III

10. Directors and Executive Officers of the Registrant's
    General Partner                                                      25-26

11. Executive Compensation                                                  26

12. Security Ownership of Certain Beneficial Owners
    and Management                                                          27

13. Certain Relationships and Related Transactions                          27

PART IV

14. Exhibits, Financial Statement Schedules and Reports on Form 8-K      27-28

SIGNATURES                                                                  29


<PAGE>


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

                                December 31, 1998

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 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.  The portion of the accrued and unpaid  management fees
that is still payable to the General Partner will be returned to the Partnership
in the form of an additional capital contribution by the General Partner.

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, 1998

    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, 1998 and 1997, the  Partnership  purchased
and leased or  financed  $0 and  $822,592  of  equipment,  respectively,  with a
weighted   average  initial   transaction  term  of  0  months  and  26  months,
respectively.  At December 31, 1998, the weighted  average  initial  transaction
term of the portfolio was 54 months.  A summary of the portfolio  equipment cost
by category held at December 31, 1998 and 1997 is as follows:

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

Telecommunications              $   779,093     29.1%     $   926,764     24.3%
Restaurant equipment                716,351     26.7          735,121     19.3
Manufacturing & production          417,539     15.6          573,572     15.0
Computer systems                    282,799     10.6          486,519     12.8
Video production                    118,211      4.4          137,291      3.6
Printing                            103,602      3.9          127,549      3.3
Office furniture & fixtures          85,494      3.2          446,075     11.7
Medical                              59,574      2.2           89,861      2.4
Automotive                           55,776      2.1           55,776      1.5
Retail systems                       47,457      1.7          167,119      4.4
Office equipment                     14,569       .5           14,569       .4
Material handling                      -          -            26,533       .7
Audio                                  -          -            24,542       .6
                                -----------    -----      -----------    -----

                                $ 2,680,465    100.0%     $ 3,811,291    100.0%
                                ===========    =====      ===========    =====

    The Partnership has one lease which individually represents greater than 10%
of the total  portfolio  equipment  cost at December 31, 1998. The lease is with
Hometown Buffet,  Inc.; the underlying equipment is restaurant equipment and the
purchase  price  of  the  equipment  represents  23.1%  of the  total  portfolio
equipment cost at December 31, 1998.


<PAGE>


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

                                December 31, 1998

Item 2.  Properties

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

Item 3.  Legal Proceedings

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

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

    No matters were  submitted to a vote of security  holders  during the fourth
quarter of 1998.

PART II

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

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

                                           Number of Equity Security Holders
Title of Class                                     as of December 31,
--------------                             ---------------------------------
                                                   1998         1997
                                                   ----         ----
Limited partners                                  1,748        1,760
General Partner                                       1            1




<PAGE>


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

                                December 31, 1998

Item 6.  Selected Financial and Operating Data
<TABLE>

                                                  Years Ended December 31,
                              ---------------------------------------------------------------
                                  1998         1997         1996         1995          1994
                                  ----         ----         ----         ----          ----

<S>                           <C>          <C>          <C>           <C>          <C>       
Total revenues                $   400,618  $   562,650  $   519,663   $1,196,522   $1,616,676
                              ===========  ===========  ===========   ==========   ==========

Net income                    $   263,893  $   356,326  $   549,384   $  627,878   $  390,036
                              ===========  ===========  ===========   ==========   ==========

Net income allocable to
  limited partners            $   261,254  $   352,763  $   543,890   $  621,599   $  386,136
                              ===========  ===========  ===========   ==========   ==========

Net income allocable to the
  General Partner             $     2,639  $     3,563  $     5,494   $    6,279   $    3,900
                              ===========  ===========  ===========   ==========   ==========

Weighted average limited
  partnership units
  outstanding                     199,800      199,800      199,800      199,986      200,000
                              ===========  ===========  ===========   ==========   ==========

Net income per weighted
  average limited
  partnership unit            $     1.31   $      1.77  $      2.72   $     3.11   $     1.93
                              ==========   ===========  ===========   ==========   ==========

Distributions to limited
  partners                    $  682,648   $ 1,798,200  $ 1,798,200   $1,799,763   $1,800,000
                              ==========   ===========  ===========   ==========   ==========
1,800,000

Distributions to the
  General Partner             $    6,895   $    18,164  $    18,164   $   18,180   $   18,182
                              ==========   ===========  ===========   ==========   ==========

                                                         December 31,
                              ----------------------------------------------------------------
                                  1998         1997         1996         1995          1994
                                  ----         ----         ----         ----          ----

Total assets                  $ 1,143,670  $ 2,066,633  $ 2,887,443   $5,069,702   $10,144,096
                              ===========  ===========  ===========   ==========   ===========

Partners' equity              $   416,108  $   841,758  $ 2,301,796   $3,568,776   $4,762,808
                              ===========  ===========  ===========   ==========   ==========
</TABLE>

    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, 1998

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 68% and 32% of total  investments,  respectively,  at December
31, 1998 compared to 64% and 36% of total investments, respectively, at December
31, 1997.

    For the years ended  December 31, 1998 and 1997, the  Partnership  purchased
and  leased  or  financed  equipment  with  initial  costs  of $0 and  $822,592,
respectively, to 0 and 93 lessees or equipment users, 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.

    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.

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

    Revenues for the year ended December 31, 1997 were $562,650, representing an
increase of $42,987 or 8% from 1996.  The increase in revenues was  attributable
to an increase in net gain on sales or  remarketing  of  equipment of $51,951 or
29% and an increase  in  interest  income and other of $20,655 or 81% from 1996.
Results were also affected by a decrease in finance income of $33,640 or 11% and
an increase in income from equity  investment  in joint venture of $4,021 or 39%
from 1996. The net gain on sales or remarketing of equipment increased due to an
increase in the number of leases maturing in which the underlying equipment was


<PAGE>


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

                                December 31, 1998

sold or  remarketed  and  proceeds  received  were in  excess  of the  remaining
carrying  value of the  equipment.  The  increase in  interest  income and other
resulted  from an increase in the average  cash  balance  from 1996 to 1997,  an
increase in the collection of late charges from 1996 to 1997, and  miscellaneous
income  related to a  reversal  of accrued  sales tax  payable in 1997.  Finance
income  decreased  due to a decrease in the average size of the  portfolio  from
1996 to 1997.  The increase in income from equity  investment  in joint  venture
resulted from the gain recognized on the sale of the Partnership's investment.

    Expenses for the year ended December 31, 1997 were $206,324,  representing a
change of $236,045 from 1996. The change in expenses resulted primarily from the
1996 reversal of accrued and unpaid management fees of $228,906,  resulting in a
net $29,721 credit for that year. This reversal was  attributable to the vote of
the limited partners to amend the Partnership  agreement.  The amendment,  which
was adopted on March 20, 1996 is effective  from and after November 15, 1995 and
specifically  eliminates  the  Partnership's  obligation  to pay such fees.  The
increase in expenses was also attributable to an increase in interest expense of
$61,249 or 134%, which resulted from an increase in the average debt outstanding
from 1996 to 1997.  The increase in expenses was offset by a decrease in general
and  administrative  expense of $42,874 or 42% and a decrease in  administrative
expense  reimbursements  of $11,232 or 22%. General and  administrative  expense
decreased   due  to  a  decrease  in  the  legal  fees  and   service   charges.
Administrative expense reimbursements decreased due to a decrease in the average
size of the portfolio from 1996 to 1997.

    Net income for the years ended  December  31, 1997 and 1996 was $356,326 and
$549,384,  respectively. The net income per weighted average limited partnership
unit was $1.77 and $2.72 for 1997 and 1996, respectively.

Liquidity and Capital Resources

    The  Partnership's  primary sources of funds in 1998, 1997 and 1996 were net
cash provided by operations of $761,619, $879,014 and $1,002,547,  respectively,
proceeds   from  sales  of  equipment  of  $321,104,   $544,232  and   $600,737,
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.  These funds
were used to purchase equipment in 1996 and 1997, fund cash distributions and to
make payments on borrowings.

    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 $589,381 and $1,048,541
outstanding under the loan at December 31, 1998 and 1997, respectively.


<PAGE>


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

                                December 31, 1998

    Cash  distributions to the limited partners for the years ended December 31,
1998, 1997 and 1996, which were paid monthly,  totaled $682,648,  $1,798,200 and
$1,798,200 of which  $261,254,  $352,763 and $543,890 was investment  income and
$421,394, $1,445,437 and $1,254,310 was a return of capital,  respectively.  The
monthly annualized cash distribution rate for the years ended December 31, 1998,
1997 and 1996 was 3.42%,  9.00% and 9.00%,  of which 1.31%,  1.77% and 2.72% was
investment  income  and  2.11%,  7.23%  and  6.28%  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 1998, 1997 and 1996 was $3.42,  $9.00,  and $9.00 of which $1.31,
$1.77 and $2.72 was investment income and $2.11,  $7.23and $6.28 was a return of
capital, respectively.

    In 1996 and 1997 the Partnership  made monthly cash  distributions at a rate
equal to 9% per annum of the limited partners original cash  contribution.  As a
result of the General  Partner's  evaluation of the existing  portfolio,  it was
determined that the previous distribution rate of 9% was not sustainable.  As of
March 1, 1998, the monthly  distribution to limited partners was decreased to 2%
per month, annualized,  of their original capital contribution.  As of September
1, 1998 the monthly  distribution  to limited  partners was  decreased to 1% per
month, annualized, of their original capital contribution.

    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 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 unpaid  management fees will be paid to the General Partner and  subsequently
remitted  back  to  the  Partnership  in  the  form  of  an  additional  capital
contribution by the General Partner.

    As of December 31, 1998,  except as noted above,  there were no known trends
or demands,  commitments,  events or uncertainties  which are likely to have any
material  effect on  liquidity.  As cash is realized from  operations,  sales of
equipment and borrowings,  the Partnership will pay distributions where it deems
it  to  be  prudent,  while  retaining  sufficient  cash  to  meet  its  reserve
requirements and recurring obligations.

Year 2000 Issue

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

   The Partnership  uses computer  information  systems  provided by the General
Partner and has no computer information systems of its own. The software related
to the General  Partner's primary computer  information  systems are provided by
third party vendors.  The General Partner has formally  communicated  with these
vendors and has received  assurance that their programs are Year 2000 compliant.
In addition,  the General Partner has gathered  information  about the Year 2000
readiness of  significant  vendors and  third-party  servicers  and continues to
monitor  developments  in this area.  All of the  General  Partner's  peripheral
computer  technologies,  such as its  network  operating  system and third party
software applications, including payroll and electronic banking have


<PAGE>


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

                                December 31, 1998

been  evaluated  and have been  found to be Year 2000  compliant.  The  ultimate
impact of the Year 2000 issue on the  Partnership  will depend to a great extent
on the manner in which the issue is addressed by the Partnership's lessees. Each
of the Partnership's lessees will have a material self interest in resolving any
Year 2000 issue, however, non-compliance on the part of a lessee could result in
lost or  delayed  revenues  to the  Partnership.  The effect of this risk to the
Partnership is not determinable.

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




<PAGE>


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

                                December 31, 1998

Item 8.  Financial Statements and Supplementary Data
         -------------------------------------------
                          Index to Financial Statements
                                                               Page Number
                                                               -----------
Independent Auditors' Report                                        13

Balance Sheets as of December 31, 1998 and 1997                     14

Statements of Operations for the Years Ended
  December 31, 1998, 1997 and 1996                                  15

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

Statements of Cash Flows for the Years Ended
  December 31, 1998, 1997 and 1996                               17-18

Notes to Financial Statements                                    19-24



<PAGE>






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

                              Financial Statements

                                December 31, 1998

                   (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, 1998 and
1997, and the related statements of operations, changes in partners' equity, and
cash flows for each of the years in the  three-year  period  ended  December 31,
1998. These 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.,
Series B as of December 31, 1998 and 1997, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1998, in conformity with generally accepted accounting principles.



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






March 12, 1999
New York, New York



<PAGE>


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

                                 Balance Sheets

                                  December 31,
<TABLE>

                                                              1998           1997
                                                              ----           ----
       Assets

<S>                                                       <C>            <C>        
Cash ..................................................   $    73,935    $   139,915
                                                          -----------    -----------

Investment in finance leases
  Minimum rents receivable ............................       621,919      1,229,282
  Estimated unguaranteed residual values ..............       240,689        251,860
  Unearned income .....................................       (97,223)      (220,468)
  Allowance for doubtful accounts .....................       (39,451)       (50,407)
                                                          -----------    -----------
                                                              725,934      1,210,267
Investment in financings
  Receivables due in installments .....................       403,132        805,841
  Unearned income .....................................       (39,604)       (97,213)
  Allowance for doubtful accounts .....................       (19,827)       (42,827)
                                                          -----------    -----------
                                                              343,701        665,801
                                                          -----------    -----------

Other assets ..........................................           100         50,650
                                                          -----------    -----------

Total assets ..........................................   $ 1,143,670    $ 2,066,633
                                                          ===========    ===========

       Liabilities and Partners' Equity

Note payable ..........................................   $   589,381    $ 1,048,541
Accounts payable to General Partner and affiliates, net       109,185        103,840
Security deposits, deferred credits and other payables         28,996         72,494
                                                          -----------    -----------
                                                              727,562      1,224,875
Commitments and Contingencies

Partners' equity (deficiency)
  General Partner .....................................      (167,811)      (163,555)
  Limited partners (199,800 units outstanding,
    $100 per unit original issue price) ...............       583,919      1,005,313
                                                          -----------    -----------

Total partners' equity ................................       416,108        841,758
                                                          -----------    -----------

Total liabilities and partners' equity ................   $ 1,143,670    $ 2,066,633
                                                          ===========    ===========

</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>

                                                     1998         1997        1996
                                                     ----         ----        ----
Revenues
<S>                                               <C>          <C>         <C> 
   Net gain on sales or remarketing
     of equipment .............................   $ 188,876    $ 228,875   $ 176,924
   Finance income .............................     174,241      273,507     307,147
   Income from equity investment in
     joint venture ............................        --         14,232
                                                                              10,211
   Interest income and other ..................      37,501       46,036      25,381
                                                  ---------    ---------   ---------

   Total revenues .............................     400,618      562,650     519,663
                                                  ---------    ---------   ---------

Expenses

   Interest ...................................      77,673      106,868      45,619
   General and administrative .................      75,656       59,847     102,725
   Administrative expense reimbursements
     - General Partner ........................      20,288       39,609      50,841
   Reversal of management fee - General Partner        --           --
                                                                            (228,906)
   Reversal of allowance for doubtful accounts      (36,892)        --
                                                               ---------   ---------
                                                                           ---------

   Total expenses (credit) ....................     136,725      206,324     (29,721)
                                                  ---------    ---------   ---------

Net income ....................................   $ 263,893    $ 356,326   $ 549,384
                                                  =========    =========   =========

Net income allocable to:
   Limited partners ...........................   $ 261,254    $ 352,763   $ 543,890
   General Partner ............................       2,639        3,563       5,494
                                                  ---------    ---------   ---------

                                                  $ 263,893    $ 356,326   $ 549,384
                                                  =========    =========   =========

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

Net income per weighted average
   limited partnership unit ...................   $    1.31    $    1.77   $    2.72
                                                  =========    =========   =========
</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, 1998, 1997 and 1996
<TABLE>

                     Limited Partner Distributions
                     ----------------------------
                        Return of    Investment         Limited         General
                         Capital       Income           Partners        Partner      Total
                        ---------    ----------         --------        -------      -----
                      (Per weighted average unit)
<S>                       <C>          <C>             <C>              <C>        <C>        
Balance at
 December 31, 1995                                   $  3,705,060    $ (136,284)  $ 3,568,776
                                   
Cash distributions                 
 to partners              $6.28        $2.72           (1,798,200)      (18,164)   (1,816,364)
                                   
Net income                                                543,890         5,494       549,384
                                                     ------------    ----------   -----------
                                   
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
                                                     ============    ==========   ===========

</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>

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

Cash flows provided by operating activities:
<S>                                                <C>            <C>            <C>        
Net income .....................................   $   263,893    $   356,326    $   549,384
                                                   -----------    -----------    -----------
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)       (54,612)
   Net gain on sales or remarketing of equipment      (188,876)      (228,875)      (176,924)
   Interest expense on non-recourse financing
     paid directly by lessees ..................          --            3,798         45,619
   Income from equity investment
     in joint venture ..........................          --          (14,232)       (10,211)
   Changes in operating assets and liabilities:
     Collection of principal
       - non-financed receivables ..............       766,879        826,839        590,520
     Distributions from joint venture ..........          --          158,062        411,059
     Allowance for doubtful accounts ...........       (33,956)       (29,121)          --
     Accounts payable to General Partner
       and affiliates, net .....................         5,345        (75,151)      (213,695)
     Security deposits, deferred credits
       and other payables ......................       (43,498)       (69,008)      (164,726)
     Other, net ................................        (8,168)       (42,327)        26,133
                                                   -----------    -----------    -----------

       Total adjustments .......................       497,726        522,688        453,163
                                                   -----------    -----------    -----------

     Net cash provided by operating activities .       761,619        879,014      1,002,547
                                                   -----------    -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment ............       321,104        544,232        600,737
   Equipment and receivables purchased .........          --         (822,592)      (523,964)
   Proceeds from sale of equity investment
     in joint venture ..........................          --          183,598           --
                                                   -----------    -----------    -----------

     Net cash provided by  (used in)
      investing activities .....................       321,104        (94,762)        76,773
                                                   -----------    -----------    -----------


Cash flows from financing activities:
   Cash distributions to partners ..............      (689,543)    (1,816,364)    (1,816,364)
   Payments on note payable ....................      (459,160)      (451,459)          --
   Proceeds from note payable ..................          --        1,500,000           --
                                                   -----------    -----------    -----------

     Net cash used in financing activities .....    (1,148,703)      (767,823)    (1,816,364)
                                                   -----------    -----------    -----------

Net (decrease) increase in cash ................       (65,980)        16,429       (737,044)

Cash, beginning of year ........................       139,915        123,486        860,530
                                                   -----------    -----------    -----------

Cash, end of year ..............................   $    73,935    $   139,915    $   123,486
                                                   ===========    ===========    ===========

</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  $77,673,  $106,868  and  $45,619  for the years  ended
December 31, 1998, 1997 and 1996 consisted of: interest  expense on note payable
of $76,435,  $103,070, and $0, interest expense on affiliate note of $1,238, $0,
and $0, and interest expense on non-recourse  financing accrued or paid directly
to lenders by lessees of $0, $3,798 and $45,619, respectively.

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

                                                     1998           1997           1996
                                                     ----           ----           ----
<S>                                                <C>            <C>           <C>
Principal and interest on finance receivables
    paid directly to lenders by lessees               -         $   268,952    $   583,524
Principal and interest on non-recourse financing
    paid directly by lessee                           -            (268,952)      (583,524)

Decrease in notes payable - non-recourse
    due to terminations                               -              -             (44,572)
Decrease in investment in finance leases
    due to terminations                               -              -              44,572
                                                 -----------    -----------    -----------

                                                 $    -         $    -         $    -
                                                 ===========    ===========    ===========

</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, 1998
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, 1998, 1997 and 1996.

    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.  Amendment 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  from and after  November 15, 1995 and  include:  (1)
extending the  reinvestment  period for a maximum of four  additional  years 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
unpaid  management  fees will be paid to the General  Partner  and  subsequently
remitted  back  to  the  Partnership  in  the  form  of  an  additional  capital
contribution by the General Partner.



<PAGE>


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

                    Notes to Financial Statements - Continued

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

    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.



<PAGE>


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

                    Notes to Financial Statements - Continued

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

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

    The  Partnership  measures  its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from release or resale of the equipment.  Generally,
quoted market  prices are used as the basis for measuring  whether an impairment
loss should be recognized. As a result, the Partnership's policy with respect to
measurement  and  recognition of an impairment  loss  associated  with estimated
residual  values  is  consistent  with the  requirements  of SFAS  No.  121 and,
therefore,  the Partnership's adoption of this Statement in the first quarter of
1996 had no material effect on the financial statements.

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

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

4.  Receivables Due in Installments

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

                           Finance
           Year            Leases          Financings           Total
           ----            ------          ----------           -----
           1999         $   416,481       $   239,925        $  656,406
           2000             153,033           146,605           299,638
           2001              52,405            16,602            69,007
                        -----------       -----------        ----------

                        $   621,919       $   403,132        $1,025,051
                        ===========       ===========        ==========


<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, financings and operating leases consisted of the following:
<TABLE>

                                        Finance                Operating
                                        Leases    Financings    Leases        Total
                                        -------   ----------   ---------      -----
<S>                 <C> <C>           <C>          <C>         <C>         <C>      
Balance at December 31, 1995 ......   $ 116,767    $ 47,798    $ 26,501    $ 191,066

    Accounts written-off ..........     (77,106)       --          --        (77,106)
    Recovery on accounts previously
      written-off .................       8,395        --          --          8,395
    Transfer within accounts ......      26,501        --       (26,501)        --
                                      ---------    --------    --------    ---------

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
                                      =========    ========    ========    =========
</TABLE>

6.  Note Payable

   On  February  13,  1997,  the  Partnership  borrowed  $1,500,000  from a bank
pursuant to a four year 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 of the balance outstanding  $589,381 at December 31, 1998, $391,738
matures in 1999 and $197,643 matures in 2000.




<PAGE>


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

                    Notes to Financial Statements - Continued

7.  Related Party Transactions

    As a result of the  approval of the  amendments  as discussed in Note 2, the
Partnership  reversed  accrued  and  unpaid  management  fees in the  amount  of
$241,652 of the $368,652  accrued and unpaid  management fees as of December 31,
1996. The reversal consisted of $12,746 relating to 1996 accrued management fees
and $228,906  relating to management fees from 1995 and prior.  These management
fees had been previously  expensed but not paid to the General  Partner.  During
the years ended December 31, 1998, 1997 and 1996 the Partnership paid or accrued
to the General Partner administrative expense reimbursements of $20,288, $39,609
and  $50,841,  respectively.  These  fees and  reimbursements  were  charged  to
operations.

    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.

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:

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

Net income per financial statements   $ 263,893    $ 356,326    $ 549,384

Differences due to:
  Direct finance leases ...........     367,674      625,885      343,508
  Depreciation ....................    (349,769)    (531,244)     (85,102)
  Provision for losses ............     (33,956)     (18,942)     (53,479)
  Gain (loss) on sale of equipment     (144,087)    (377,615)     (25,080)
  Other ...........................         (82)      (9,415)      11,150
                                      ---------    ---------    ---------

Partnership income for
  federal income tax purposes .....   $ 103,673    $  44,995    $ 740,381
                                      =========    =========    =========

    As of December 31, 1998,  the  partners'  capital  accounts  included in the
financial statements totaled $416,108 compared to the partners' capital accounts
for federal income tax purposes of $7,938,942 (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, 1998

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

     None

PART III

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

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

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

    The  General  Partner  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

  Kevin F. Redmond               Chief Financial Officer



<PAGE>


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

                                December 31, 1998

     Beaufort J. B. Clarke,  age 53, is Chairman,  Chief  Executive  Officer and
Director  of  both  the  General   Partner  and  ICON   Securities   Corp.  (the
"Dealer-Manager"). Prior to his present position, Mr. Clarke was founder and the
President  and Chief  Executive  Officer of Griffin  Equity  Partners,  Inc. Mr.
Clarke formerly was an attorney with Shearman and Sterling and has over 20 years
of senior management experience in the United States leasing industry.

    Paul B. Weiss, age 38, is President and Director of the General Partner. Mr.
Weiss has been exclusively  engaged in lease portfolio  acquisitions  since 1988
from his affiliations  with Griffin Equity Partners (as Executive Vice President
and   co-founder   in  1993);   Gemini   Financial   Holdings  (as  Senior  Vice
President-Portfolio  Acquisitions  and a member of the executive  committee from
1991-1993)  and  Pegasus  Capital   Corporation  (as  Vice   President-Portfolio
Acquisitions). He was previously an investment banker and a commercial banker.

     Thomas W.  Martin,  age 45, is  Executive  Vice  President  of the  General
Partner and Director of the Dealer-Manager.  Prior to his present position,  Mr.
Martin was the Executive Vice President and Chief  Financial  Officer of Griffin
Equity Partners, Inc. Mr. Martin has 14 years of senior management experience in
the leasing business.

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

Item 11.  Executive Compensation

    The  Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December 31, 1998, 1997 and 1996.
<TABLE>

      Entity           Capacity       Type of Compensation     1998        1997         1996
      ------           --------       --------------------     ----        ----         ----
<S>                 <C>               <C>                     <C>        <C>         <C>
ICON Capital Corp.  General Partner  Administrative expense
                                       reimbursements       $   20,288  $  39,609  $    50,841
ICON Capital Corp.  General Partner  Reversal of
                                       management fees           -          -         (228,906)
                                                            ----------  ---------  -----------

                                                            $   20,288  $  39,609  $  (178,065)
                                                            ==========  =========  ===========
</TABLE>


<PAGE>


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

                                      December 31, 1998

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

(b) As of March 15, 1999,  Directors and Officers of the General  Partner do not
    own any equity securities of the Partnership.

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

        Title                   Amount Beneficially             Percent
      of Class                         Owned                    of Class
      --------                  -------------------             --------
General Partner Interest    Represents  initially a 1%            100%
                            and 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, 1998

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, 1998.



<PAGE>


                           ICON Cash Flow Partners, L.P., Series B
                               (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., Series B
                                 File No. 33-28145 (Registrant)
                                 By its General Partner, ICON Capital Corp.


Date:  March 30, 1999            /s/ Beaufort J. B. Clarke
                                 -------------------------
                                 Beaufort J. B. Clarke
                                 Chairman, Chief Executive Officer and Director


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

ICON Capital Corp.
sole General Partner of the Registrant

Date:  March 30, 1999            /s/ Beaufort J. B. Clarke
                                 -----------------------------------------------
                                 Beaufort J. B. Clarke
                                 Chairman, Chief Executive Officer and Director



Date:  March 30, 1999            /s/ Paul B. Weiss
                                 -----------------------------------------------
                                 Paul B. Weiss
                                 President and Director


Date:  March 30, 1999            /s/ Kevin F. Redmond
                                 -----------------------------------------------
                                 Kevin F. Redmond
                                 Chief Financial Officer
                                 (Principal Financial and Account Officer)


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

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



<PAGE>