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

                                    FORM 10-K


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

For the fiscal year ended                   December 31, 1997
                          ------------------------------------------------------

                                       or

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

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

Commission File Number                          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, 1997

                                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                                           6

6.   Selected Financial and Operating Data                             6

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

8.   Financial Statements and Supplementary Data                   10-25

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                              26

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                               26-27

11.  Executive Compensation                                           27

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                   28

13.  Certain Relationships and Related Transactions                   28

PART IV

14.  Exhibits, Reports and Amendments                              28-29

SIGNATURES                                                            30


<PAGE>


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

                                December 31, 1997

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.  During  1995,  the  Partnership  redeemed  200  limited
partnership  units leaving  199,800  limited  partnership  units  outstanding at
December 31, 1997, 1996 and 1995. The sole general partner is ICON Capital Corp.
(the "General Partner").

     The  Partnership's  original  Reinvestment  Period  expired 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 are as
follows:  (1) extend the  Reinvestment  Period for a maximum of four  additional
years and likewise delay the start and end of the  Liquidation  Period,  and (2)
eliminate 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 during the present Liquidation Period. The portion of the
accrued and unpaid  management fees that would be 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  has and  intends to  continue  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. In addition to acquiring equipment and entering into leases,
the Partnership also (1) acquires equipment already subject to leases originated
by  affiliates  and  non-affiliated   lessors  and  (2)  enters  into  financing
transactions, which are (i) secured by the equipment financed and lease revenues
therefrom (if any) and additional  collateral as deemed  necessary by the credit
review committee of the General  Partner,  and (ii) evidenced by the irrevocable
obligation of the lessees.



<PAGE>


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

                                December 31, 1997

     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  access  to more
favorable  financing.

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

Lease and Financing Transactions

     For the years ended December 31, 1997 and 1996, the  Partnership  purchased
and leased or financed $822,592 and $523,964 of equipment,  respectively, with a
weighted average initial transaction term of 26 and 55 months, respectively.  At
December  31,  1997,  the  weighted  average  initial  transaction  term  of the
portfolio was 48 months.  A summary of the portfolio  equipment cost by category
held at December 31, 1997 and 1996 is as follows:

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

Telecommunications ........   $  926,764       24.3%     $  168,953        3.2%
Restaurant equipment ......      735,121       19.3         747,151       14.1
Manufacturing & production       573,572       15.0         692,101       13.0
Computer systems ..........      486,519       12.8         731,997       13.8
Office furniture & fixtures      446,075       11.7         446,075        8.4
Retail systems ............      167,119        4.4       1,978,377       37.2
Printing ..................      127,549        3.3         175,597        3.3
Video production ..........      137,291        3.6         164,358        3.1
Medical ...................       89,861        2.4          89,861        1.7
Automotive ................       55,776        1.5          55,776        1.0
Material handling .........       26,533         .7          26,533         .5
Audio .....................       24,542         .6          24,542         .5
Office equipment ..........       14,569         .4          14,569         .2
                              ----------      -----      ----------      -----

                              $3,811,291      100.0%     $5,315,890      100.0%
                              ==========      =====      ==========      =====

     The Partnership has one lease which  individually  represents  greater than
10% of the total  portfolio  equipment  cost at December 31, 1997.  The lease is
with Hometown Buffet,  Inc., the underlying  equipment is restaurant  equipment,
furniture and fixtures and the purchase price of the equipment  represents 16.2%
of the total portfolio equipment cost at December 31, 1997.


<PAGE>


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

                                December 31, 1997

Item 2.  Properties

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

Item 3.  Legal Proceedings

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

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 1997.


<PAGE>


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

                                December 31, 1997

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,
--------------                                ---------------------------------
                                                    1997            1996
                                                    ----            ----

Limited partners                                    1,760           1,764
General Partner                                         1               1

Item 6.  Selected Financial and Operating Data
<TABLE>

                                                              Years Ended December 31,
                                         --------------------------------------------------------------
                                             1997        1996         1995        1993          1992
                                             ----        ----         ----        ----          ----

<S>                                      <C>          <C>          <C>          <C>          <C>
Total revenues ...................       $  562,650   $  519,663   $1,196,522   $1,616,676   $2,712,304
                                         ==========   ==========   ==========   ==========   ==========

Net income .......................       $  356,326   $  549,384   $  627,878   $  390,036   $  230,789
                                         ==========   ==========   ==========   ==========   ==========

Net income allocable to
  limited partners ...............       $  352,763   $  543,890   $  621,599   $  386,136   $  228,481
                                         ==========   ==========   ==========   ==========   ==========

Net income allocable to the
  General Partner ................       $    3,563   $    5,494   $    6,279   $    3,900   $    2,308
                                         ==========   ==========   ==========   ==========   ==========

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

Net income per weighted
  average limited partnership unit       $     1.77   $     2.72   $     3.11   $     1.93   $     1.14
                                         ==========   ==========   ==========   ==========   ==========

Distributions to limited partners        $1,798,200   $1,798,200   $1,799,763   $1,800,000   $2,466,667
                                         ==========   ==========   ==========   ==========   ==========

Distributions to the
  General Partner ................       $   18,164   $   18,164   $   18,180   $   18,182   $   24,917
                                         ==========   ==========   ==========   ==========   ==========


                                                                      December 31,
                                            1997         1996         1995         1993           1992
                                            ----         ----         ----         ----           ----

Total assets ...                         $2,066,633   $2,887,443   $5,069,702   $10,144,096   $19,099,869
                                         ==========   ==========   ==========   ===========   ===========

Partners' equity                         $  841,758   $2,301,796   $3,568,776   $ 4,762,808   $ 6,190,954
                                         ==========   ==========   ==========   ===========   ===========
</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, 1997

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,  financings,  equity investment in joint venture and operating leases of
64%,  36%,  0% and less  than 1% of total  investments  at  December  31,  1997,
respectively,  and 47%,  41%,  11% and  less  than 1% of  total  investments  at
December 31, 1996, respectively.

     For the years ended December 31, 1997 and 1996, the  Partnership  purchased
and leased or financed  equipment  with initial  costs of $822,592 and $523,964,
respectively, to 93 and 48 lessees or equipment users, respectively and sold its
interest in the joint venture in September 1997 for $210,623.

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 of income from 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,   and  the  underlying  equipment  being  sold  or
remarketed,  for which the  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 its investment.

     Expenses for the year ended December 31, 1997 were  $206,324,  representing
an increase of $236,045 from 1996. The increase 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.


<PAGE>


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

                                December 31, 1997

Results of Operations for the Years Ended December 31, 1996 and 1995

         Revenues  for  the  year  ended   December  31,  1996  were   $519,663,
representing  a decrease of $676,859 or 57% from 1995.  The decrease in revenues
was primarily  attributable to a decrease in net gain on sales or remarketing of
equipment of $303,757 or 63%, a decrease in finance income of $181,541 or 37%, a
decrease in rental  income of $104,841 or 100%,  a decrease in income from joint
venture of  $58,954  or 85%,  and a  decrease  in  interest  income and other of
$27,766  or 52%  from  1995.  Net  gain on sales  or  remarketing  of  equipment
decreased as the result of a decrease in the total number of leases  maturing in
1996  compared  to 1995.  Finance  income,  rental  income and income from joint
venture  decreased due to a decrease in the average size of the  portfolio  from
1995 to 1996. The decrease in interest income and other resulted from a decrease
in the average cash balance from 1995 to 1996.

         Expenses  for the year ended  December 31, 1996 totaled a net credit of
$29,721,  representing  a change of $598,365  from 1995.  The change in expenses
resulted  primarily  from a reversal  of accrued and unpaid  management  fees of
$228,906.  This reversal was  attributable to the solicitation of an affirmative
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 decrease in expenses also  resulted  from a decrease in interest  expense of
$136,800  or 75%,  a decrease  in  depreciation  expense  of $54,799 or 100%,  a
decrease  in  administrative  expense  reimbursements  of  $35,007  or 41% and a
decrease in  amortization  of initial direct costs of $33,428 or 100% from 1995.
The  results  were also  affected  by a decrease  in  provision  for bad debt of
$25,000 or 100% from 1995.  Interest expense  decreased due to a decrease in the
average  debt  outstanding  from  1995 to 1996.  Depreciation,  amortization  of
initial direct costs and administrative expense reimbursements  decreased due to
a decrease in the average size of the  portfolio  from 1995 to 1996. As a result
of an analysis of  delinquency,  an  assessment  of overall risk and a review of
historical  loss  experience,  it was determined that no provision for bad debts
was required for the year ended December 31, 1996.

         Net income for the years ended  December 31, 1996 and 1995 was $549,384
an  $627,878,   respectively.  The  net  income  per  weighted  average  limited
partnership unit was $2.72 and $3.11 for 1996 and 1995, respectively.

Liquidity and Capital Resources

         The Partnership's  primary sources of funds in 1997, 1996 and 1995 were
net  cash  provided  by  operations  of  $851,989,   $1,002,547   and  $999,015,
respectively,  proceeds  from  sales of  equipment  of  $544,232,  $600,737  and
$2,148,030, respectively, and proceeds related to a term loan of $1,500,000 in
1997.  These funds were used to purchase  equipment,  invest in a joint venture,
fund cash distributions and to make payments on borrowings.


<PAGE>


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

                                December 31, 1996

         The  Partnership  had notes  payable  of  $1,048,541  and  $265,154  at
December 31, 1997 and 1996,  respectively,  as a result of borrowings secured by
equipment.  These  amounts  consisted of  $1,048,541  and $0,  respectively,  in
recourse notes and $0 and $265,154,  respectively,  in non-recourse  notes which
are being paid directly to the lenders by lessees.

         Cash distributions to the limited partners for the years ended December
31, 1997, 1996 and 1995, which were paid monthly, totaled $1,798,200, $1,798,200
and $1,799,763 of which $352,763,  $543,890,  and $621,599 was investment income
and $1,445,437, $1,254,310 and $1,178,164 was a return of capital, respectively.
The monthly  annualized cash  distribution rate for the years ended December 31,
1997,  1996 and 1995 was 9.00%,  of which 1.77%,  2.72% and 3.11% was investment
income  and  7.23%,  6.28%,  and 5.89% 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 1997, 1996
and 1995 was $9.00,  of which $1.77,  $2.72 and $3.11 was investment  income and
$7.23, $6.28 and $5.89 was a return of capital, respectively.

     The  Partnership has been making monthly cash  distributions  from net cash
flows from  operations  at a rate equal to 9% per annum of the Limited  Partners
original cash contribution. As a result of our recent evaluation of the existing
portfolio,  it was determined that the previous  distribution  rate of 9% is not
sustainable.  As of March 1, 1998, the monthly  distribution to limited partners
will be 2% per  month,  annualized,  of  their  original  capital  contribution.
However, in the event of asset sales or re-leases that generate additional cash,
these proceeds will be added to distributions.

         The Partnership's  original Reinvestment Period expired 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. These amendments were agreed to and are
effective  from and after  November 15,  1995.  The  amendments:  (1) extend the
Reinvestment  Period for a maximum of four  additional  years and likewise delay
the start and end of the Liquidation Period, and (2) eliminate the Partnership's
obligation  to pay the  General  Partner  $220,000 of the  $347,000  accrued and
unpaid  management  fees as of November  15, 1995,  and  $171,000 of  additional
management  fees which would  otherwise  accrue  during the present  Liquidation
Period.  The  portion of the accrued  and unpaid  management  fees that would be
payable to the General  Partner,  or $127,000  ($347,000  less $220,000) will be
returned to the Partnership in the form of an additional Capital Contribution by
the General Partner.

         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 consecutive monthly installments.  In addition, the loan agreement
contains restrictive covenants which include the maintenance of minimum tangible
net worth and of certain financial ratios.

         As of December  31, 1997,  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 continue to invest in equipment
leases and financings where it deems it to be prudent while retaining sufficient
cash to meet its reserve  requirements and recurring  obligations as they become
due.



<PAGE>


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

                                December 31, 1997

Item 8.  Financial Statements and Supplementary Data

                          Index to Financial Statements
                                                                     Page Number

Independent Auditors' Report                                              12

Balance Sheets as of December 31, 1997 and 1996                           13

Statements of Operations for the Years Ended
  December 31, 1997, 1996 and 1995                                        14

Statements of Changes in Partners' Equity for the
  Years Ended December 31, 1997, 1996 and 1995                            15

Statements of Cash Flows for the Years Ended
  December 31, 1997, 1996 and 1995                                     16-18

Notes to Financial Statements                                          19-25



<PAGE>






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

                              Financial Statements

                                December 31, 1997

                   (With Independent Auditors' Report Thereon)




<PAGE>











                          INDEPENDENT AUDITORS' REPORT




The Partners
ICON Cash Flow Partners, L.P., 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, 1997 and
1996, 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,
1997. 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, 1997 and 1996, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1997, in conformity with generally accepted accounting principles.



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






March __, 1998
New York, New York



<PAGE>


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

                                 Balance Sheets

                                  December 31,
<TABLE>

                                                               1997          1996
                                                               ----          ----
       Assets

<S>                                                       <C>            <C>
Cash ..................................................   $   139,915    $   123,486
                                                          -----------    -----------

Investment in finance leases
   Minimum rents receivable ...........................     1,229,282      1,319,810
   Estimated unguaranteed residual values .............       251,860        202,614
   Unearned income ....................................      (220,468)      (174,980)
   Allowance for doubtful accounts ....................       (50,407)       (74,557)
                                                          -----------    -----------
                                                            1,210,267      1,272,887
                                                          -----------    -----------
Investment in financings
   Receivables due in installments ....................       805,841      1,377,159
   Unearned income ....................................       (97,213)      (209,095)
   Allowance for doubtful accounts ....................       (42,827)       (47,798)
                                                          -----------    -----------
                                                              665,801      1,120,266
                                                          -----------    -----------

Equity investment in joint venture ....................          --          351,012
                                                          -----------    -----------

Investment in operating leases
   Equipment, at cost .................................       119,662        119,662
   Accumulated depreciation ...........................      (119,562)      (119,562)
                                                          -----------    -----------
                                                                  100            100
                                                          -----------    -----------

Other assets ..........................................        50,550         19,692
                                                          -----------    -----------

Total assets ..........................................   $ 2,066,633    $ 2,887,443
                                                          ===========    ===========

       Liabilities and Partners' Equity

Note payable - recourse ...............................   $ 1,048,541    $      --
Notes payable - non-recourse ..........................          --          265,154
Accounts payable to General Partner and affiliates, net       103,840        178,991
Accounts payable - other ..............................        58,953        131,148
Security deposits and deferred credits ................        13,541         10,354
                                                          -----------    -----------
                                                            1,224,875        585,647

                                                          -----------    -----------
Commitments and Contingencies

Partners' equity (deficiency)
  General Partner .....................................      (163,555)      (148,954)
  Limited partners (199,800 units outstanding,
     $100 per unit original issue price) ..............     1,005,313      2,450,750
                                                          -----------    -----------

Total partners' equity ................................       841,758      2,301,796
                                                          -----------    -----------

Total liabilities and partners' equity ................   $ 2,066,633    $ 2,887,443
                                                          ===========    ===========
</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,


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

   Finance income ......................   $  273,507   $  307,147    $  488,688
   Net gain on sales or remarketing
     of equipment ......................      228,875      176,924       480,681
   Rental income .......................         --           --         104,841
   Income from equity investment in
     joint venture .....................       14,232       10,211        69,165
   Interest income and other ...........       46,036       25,381        53,147
                                           ----------   ----------    ----------

   Total revenues ......................      562,650      519,663     1,196,522
                                           ----------   ----------    ----------

Expenses

   Interest ............................      106,868       45,619       182,419
   General and administrative ..........       59,847      102,721       102,334
   Administrative expense reimbursements
     - General Partner .................       39,609       50,841        85,848
   Amortization of initial direct costs          --              4        33,433
   Management fees - General Partner ...         --       (228,906)       84,811
   Depreciation ........................         --           --          54,799
   Provision for bad debts .............         --           --          25,000
                                           ----------   ----------    ----------

   Total expenses (credit) .............      206,324      (29,721)      568,644
                                           ----------   ----------    ----------

Net income .............................   $  356,326   $  549,384    $  627,878
                                           ==========   ==========    ==========

Net income allocable to:
   Limited partners ....................   $  352,763   $  543,890    $  621,599
   General Partner .....................        3,563        5,494         6,279
                                           ----------   ----------    ----------

                                           $  356,326   $  549,384    $  627,878
                                           ==========   ==========    ==========

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

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

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, 1997, 1996 and 1995
<TABLE>

                           Limited Partner Distributions

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

<S>                            <C>         <C>               <C>              <C>          <C>
Balance at
  December 31, 1994                                         $ 4,887,191    $ (124,383)    $ 4,762,808

Cash distributions

  to partners                  $5.89       $3.11             (1,799,763)      (18,180)     (1,817,943)

Limited partnership
  units redeemed
  (200 units)                                                    (3,967)        -              (3,967)

Net income                                                      621,599         6,279         627,878
                                                            -----------    ----------     -----------

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

</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>

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

Cash flows from operating activities:
<S>                                                         <C>            <C>            <C>
Net income ..............................................   $   356,326    $   549,384    $   627,878
                                                            -----------    -----------    -----------
Adjustments to reconcile net income to
 net cash provided by operating activities:
   Depreciation .........................................          --             --           54,799
   Allowance for doubtful accounts ......................       (29,121)          --          (13,931)
   Finance income portion of receivables paid
     directly to lenders by lessees .....................        (7,297)       (54,612)      (230,865)
   Amortization of initial direct costs .................          --                4         33,433
   Net gain on sales or remarketing of equipment ........      (228,875)      (176,924)      (480,681)
   Interest expense on non-recourse financing
     paid directly by lessees ...........................         3,798         45,619        154,642
   Interest expense accrued - non-recourse debt .........          --             --           27,777
   Collection of principal - non-financed receivables ...       826,839        590,520        818,833
   Income from equity investment in joint venture .......       (14,232)       (10,211)       (69,165)
   Distribution from investment in joint venture ........       158,062        411,059        317,305
   Change in operating assets and liabilities:
     Accounts payable to General Partner
       and affiliates, net ..............................       (75,151)      (213,695)       165,726
     Accounts payable - other ...........................       (72,195)       (68,307)         2,647
     Security deposits and deferred credits .............         3,187        (96,419)      (378,778)
   Other, net ...........................................       (42,327)        26,129        (30,605)
                                                            -----------    -----------    -----------

       Total adjustments ................................       522,688        453,163        371,137
                                                            -----------    -----------    -----------

     Net cash provided by operating activities ..........       879,014      1,002,547        999,015
                                                            -----------    -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment .....................       544,232        600,737      2,148,030
   Investment in joint venture ..........................          --             --       (1,000,000)
   Equipment and receivables purchased ..................      (822,592)      (523,964)    (1,856,010)
   Proceeds from sale of investment in joint venture ....       183,598           --             --
                                                            -----------    -----------    -----------

     Net cash provided by  (used in) investing activities       (94,762)        76,773       (707,980)
                                                            -----------    -----------    -----------


                                                        (continued on next page)
</TABLE>

<PAGE>


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

                      Statements of Cash Flows (continued)

                        For the Years Ended December 31,
<TABLE>

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

Cash flows from financing activities:
<S>                                           <C>            <C>            <C>
   Cash distributions to partners ........    (1,816,364)    (1,816,364)    (1,817,943)
   Redemption of limited partnership units          --             --           (3,967)
   Payments on notes payable-recourse ....      (451,459)          --             --
   Proceeds from notes payable-recourse ..     1,500,000           --             --
                                             -----------    -----------    -----------

     Net cash used in financing activities      (767,823)    (1,816,364)    (1,821,910)
                                             -----------    -----------    -----------

Net increase (decrease) in cash ..........        16,429       (737,044)    (1,530,875)

Cash, beginning of year ..................       123,486        860,530      2,391,405
                                             -----------    -----------    -----------

Cash, end of year ........................   $   139,915    $   123,486    $   860,530
                                             ===========    ===========    ===========


</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  $106,868,  $45,619  and  $182,419  for the years  ended
December 31, 1997, 1996 and 1995,  respectively,  consisted of: interest expense
on  non-recourse  financing  accrued or paid  directly  to lenders by lessees of
$3,798, $45,619 and $182,419, respectively, and interest on a term loan totaling
$103,070 in 1997.

   During the years ended December 31, 1997, 1996 and 1995,  non-cash activities
included the following:
<TABLE>

                                                        1997          1996          1995
                                                        ----          ----          ----
Principal and interest on finance receivables
<S>                                                <C>            <C>            <C>
     paid directly to lenders by lessees .......   $   268,952    $   583,524    $ 1,836,759
Principal and interest on non-recourse financing
     paid directly by lessee ...................      (268,952)      (583,524)    (1,836,759)
Decrease in notes payable - non-recourse
     due to terminations .......................          --          (44,572)    (1,437,754)
Decrease in security deposits and
     deferred credits ..........................          --             --         (388,746)
Decrease in investment in finance leases
     due to terminations .......................          --           44,572      1,826,500
                                                   -----------    -----------    -----------

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

</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, 1997

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, 1997, 1996 and 1995.

     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,  compounded daily, on its outstanding  adjusted capital
contribution  account.  After such time, the distributions will be allocated 90%
to the limited partners and 10% to the General Partner.

2.   Amendment to Partnership Agreement

     The  Partnership's  original  Reinvestment  Period  expired 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.  As of March 20, 1996 these amendments
were agreed to by the limited partners and are effective from and after November
15, 1995. The amendments:  (1) extend the  Reinvestment  Period for a maximum of
four  additional  years and likewise delay the start and end of the  Liquidation
Period,  and (2)  eliminate  the  Partnership's  obligation  to pay the  General
Partner  $220,000  of the  $347,000  accrued  and unpaid  management  fees as of
November  15,  1995,  and  $171,000 of  additional  management  fees which would
otherwise  accrue  during the  present  Liquidation  Period.  The portion of the
accrued and unpaid management fees that would be payable to the General Partner,
or $127,000  ($347,000 less $220,000) will be returned to the Partnership in the
form of an additional Capital  Contribution by the General Partner and until the
limited  partners have received their  cumulative  unpaid  distribution,  or the
difference between 14% and 9%, the $127,000 will continue to be deferred.



<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 management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties  as  finance  leases  or  operating  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.  For operating  leases,  equipment is
recorded at cost and is depreciated on the  straight-line  method over the lease
terms to their estimated fair market values at lease termination.  Related lease
rentals are recognized on the straight-line  method over the lease terms. Billed
and  uncollected  operating  lease  receivables,  net of allowance  for doubtful
accounts,  are included in other assets.  Initial direct costs of finance leases
are capitalized and are amortized over the terms of the related leases using the
interest  method.  Initial direct costs of operating  leases are capitalized and
amortized on the  straight-line  method over the lease terms. The  Partnership's
leases  have terms  ranging  from two to five  years.  Each lease is expected to
provide aggregate  contractual rents that, along with residual proceeds,  return
the Partnership's cost of its investments along with investment income.

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

     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.  Fair value  information  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 liabilities
approximates market value.

     Investment in Joint Venture - The Partnership  accounted for its investment
in 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

     Redemption of Limited  Partnership Units - The General Partner consented to
the  Partnership  redeeming  200 limited  partnership  units  during  1995.  The
redemption amount was calculated  following the specified  redemption formula in
accordance with the Partnership agreement.  Redeemed units have no voting rights
and do not share in distributions.  The Partnership  agreement limits the number
of units  which can be redeemed  in any one year and  redeemed  units may not be
reissued.  Redeemed limited  partnership  units are accounted for as a reduction
from partner's equity.

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

     Impairment of Estimated  Residual  Values - In March 1995,  the FASB issued
SFAS No.  121,  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
Long-Lived Assets to be Disposed Of," which 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  1996 the  Financial  Accounting
Standards Board issued Statement of Financial  Accounting Standards ("SFAS") No.
125,   "Accounting   for  Transfers  and  Servicing  of  Financial   Assets  and
Extinguishments of Liabilities."  SFAS No. 125 establishes,  among other things,
criteria for determining  whether a transfer of financial  assets is a sale or a
secured borrowing.  SFAS No. 125 is effective for all transfers  occurring after
December 31, 1996.  The adoption of SFAS No. 125 did not have a material  impact
on the Partnership's net income, partners' equity or total assets.

<PAGE>


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

                    Notes to Financial Statements - Continued

4.   Investment in Joint Venture

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

     On February 3, 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. The Partnership,  Series C and L.P. Six contributed $1,000,000 (8.93%
interest),  $1,500,000  (13.39%  interest)  and  $8,700,000  (77.68%  interest),
respectively,  to ICON Asset  Acquisition  LLC. On February 17, 1995, ICON Asset
Acquisition LLC purchased an existing portfolio of leases. The purchase price of
the portfolio  totaled  $27,854,266,  and the underlying  equipment  consists of
graphic  arts  and  printing  equipment.   On  September  5,  1995,  ICON  Asset
Acquisition  LLC securitized  substantially  all of its portfolio and became the
beneficial  owner of a trust and the  Prudential  Insurance  Company  of America
("Prudential")  the  lender to the  trust.  On  January  28,  1997,  ICON  Asset
Acquisition LLC re-financed its outstanding  $7,780,000 obligation to Prudential
with proceeds it received from a loan from ICON Cash Flow Partners, L.P., Series
E ("Series E"), an affiliate of the  Partnership.  The loan accrued  interest at
11%, which approximates the rate Series E would earn on similar investments.


     On September 19, 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. ICON Asset Acquisition LLC became a 100% owned subsidiary of L.P Six.
ICON  Asset  Acquisition  LLC paid its  obligation  ($4,730,328)  to Series E on
September 19, 1997.  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.


<PAGE>


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

                    Notes to Financial Statements - Continued

5.     Receivables Due in Installments

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

                      Finance
 ear                  Leases         Financings            Total
----                  ------         ----------            -----
1998                $  570,080        $398,242          $  968,322
1999                   453,209         242,226             695,435
2000                   153,588         148,771             302,359
2001                    52,405          16,602              69,007
                    ---------        --------          ----------

                    $1,229,282        $805,841          $2,035,123
                    ==========        ========          ==========

6.   Investment in Operating Leases

     The  investment  in operating  leases at December  31, 1997,  1996 and 1995
consisted of the following:

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

Equipment cost, beginning of year .........   $ 119,662   $ 125,592   $ 125,592

Equipment sold ............................        --        (5,930)       --
                                              ---------   ---------   ---------

Equipment cost, end of year ...............     119,662     119,662     125,592
                                              ---------   ---------   ---------

Accumulated depreciation, beginning of year    (119,562)   (124,955)    (70,156)

Depreciation ..............................        --          --       (54,799)
Equipment sold ............................        --         5,393        --
                                              ---------   ---------   ---------

Accumulated depreciation, end of year .....    (119,562)   (119,562)   (124,955)
                                              ---------   ---------   ---------

Investment in operating leases, end of year   $     100   $     100   $     637
                                              =========   =========   =========

     The investment in operating leases at December 31, 1997 and 1996 related to
a lease with Richman  Gordman  Stores,  Inc. The original  lease term expired in
1995.  The lease is currently on renewal and it is expected that the  underlying
equipment will be remarketed in 1998.





<PAGE>


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

                    Notes to Financial Statements - Continued

7.   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>
Balance at December 31, 1994 .......   $ 162,965    $  35,131    $   6,901    $ 204,997

     Charged to operations .........      20,000        5,000         --         25,000
     Accounts written-off ..........     (64,683)      (8,216)        --        (72,899)
     Recovery on accounts previously
       written-off .................      11,085          883       22,000       33,968
     Transfer within accounts ......     (12,600)      15,000       (2,400)        --
                                       ---------    ---------    ---------    ---------

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

8.   Notes 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 is payable in monthly installments.  At December 31, 1997, $1,048,541
was outstanding under the loan.

     The  Partnership  had notes  payable of $265,154 at December 31, 1996, as a
result of  borrowings  secured by  equipment.  This amount  consisted  wholly of
non-recourse  notes  being paid  directly to the lenders by lessees and was paid
off in June 1997.



<PAGE>


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

                    Notes to Financial Statements - Continued

9.   Related Party Transactions

     For the year ended  December 31,  1996,  as a result of the approval of the
amendments as discussed in Note 8, the Partnership  reversed  accrued and unpaid
management  fees in the amount of $228,906.  During the years ended December 31,
1995, the Partnership paid or accrued to the General Partner  management fees of
$84,811. During the years ended December 31, 1997, 1996 and 1995 the Partnership
paid or accrued to the General Partner  administrative expense reimbursements of
$39,609, $50,841 and $85,848,  respectively.  These fees and reimbursements were
charged to operations.

     In 1995, the Partnership and two affiliates,  Series C and L.P. Six, formed
a joint  venture,  ICON Asset  Acquisition  LLC.  In  September  1997 ICON Asset
Acquisition  LLC sold its entire  investment in leases to L.P. Six. The proceeds
from the sale were used to pay off its obligation to Series E and Purchase, from
the Partnership and Series C, their  investment in ICON Asset  Acquisition  LLC.
The  Partnership  and Series C's investment  was purchased at book value,  which
approximated  market value at that time.  L.P. Six transferred all of ICON Asset
Acquisition   LLC's  assets  to  its  own  accounts  and  dissolved  ICON  Asset
Acquisition LLC.

     For the  years  ended  December  31,  1997,  1996 and 1995,  there  were no
acquisition fees paid or accrued by the Partnership.

10.   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:

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

Net income per financial statements       $356,326    $549,384   $   627,878

Differences due to:
   Direct finance leases                   625,885     343,508     2,470,125
   Depreciation                           (531,244)    (85,102)   (2,312,657)
   Provision for losses                    (18,942)    (53,479)         (185)
   Gain (loss) on sale of equipment       (377,615)    (25,080)    1,561,190
   Other                                    (9,415)     11,150        16,937
                                         ---------    --------   -----------

Partnership income for
   federal income tax purposes             $ 44,995   $740,381   $ 2,363,288
                                           ========   ========   ===========


      As of December 31, 1997, the partners'  capital  accounts  included in the
financial statements totaled $841,758 compared to the partners' capital accounts
for federal  income tax  purposes of  $9,009,026  (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, 1997

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

      None

PART III

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

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

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

      The  General  Partner 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,  releasing  services in connection with equipment which is off-lease,
inspections of the equipment, liaison with and general supervision of lessees to
assure that the equipment is being properly operated and maintained, supervision
of maintenance being performed by third parties,  monitoring  performance by the
lessees  of their  obligations  under the leases  and the  payment of  operating
expenses.

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

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

Thomas W. Martin              Executive Vice President and Director

Paul B. Weiss                 Executive Vice President

Gary N. Silverhardt           Senior Vice President and Chief Financial Officer



<PAGE>


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

                                December 31, 1997

     Beaufort J. B. Clarke,  age 51, is President,  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.

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

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

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

Item 11.  Executive Compensation

     The Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December 31, 1997, 1996 and 1995.
<TABLE>

       Entity             Capacity          Type of Compensation       1997      1996      1995
-----------------     ---------------      ----------------------      ----      ----      ----
<S>                   <C>                  <C>                      <C>        <C>        <C>
ICON Capital Corp.    General Partner      Administrative expense
                                             reimbursements         $ 39,609  $  50,841  $ 85,848
ICON Capital Corp.    General Partner      Management fees               -     (228,906)   84,811
                                                                    --------  ---------  --------
                                                                    $ 39,609  $(170,865) $170,659
                                                                    ========  =========  ========
</TABLE>


<PAGE>


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

                                December 31, 1997

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

(b)  As of March 20, 1998,  Directors and Officers of the General Partner do not
     own any equity securities of the Partnership.

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

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

General Partner 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

     None other than those disclosed in Item 11 herein.

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, 1997

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

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

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

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

(b)  Reports on Form 8-K

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



<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 31, 1998           /s/ Beaufort J. B. Clarke
                                ------------------------------------------------
                                Beaufort J. B. Clarke
                                President, Chief Executive Officer and Director


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

ICON Capital Corp.
sole General Partner of the Registrant

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



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


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


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

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




<PAGE>