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, 1996
                          ------------------------------------------------------

                                              or

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

For the transition period from _______________________ to ______________________


Commission File Number                              33-28145
                        --------------------------------------------------------

                     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 1

<PAGE>



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

                                December 31, 1996

                                TABLE OF CONTENTS


Item                                                                 Page

PART I

1.  Business                                                          3-4

2.  Properties                                                          4

3.  Legal Proceedings                                                   4

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

PART II

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

6.  Selected Financial and Operating Data                               5

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

8.  Financial Statements and Supplementary Data                      9-24

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                                                     26

13. Certain Relationships and Related Transactions                     27

PART IV

14. Exhibits, Reports and Amendments                                   27

SIGNATURES                                                             28

                                     Page 2

                                     <PAGE>



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

                                December 31, 1996

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, 1995 and 1996. The sole general  partner is ICON Capital Corp. (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, commencing
with each limited partner's  admission to the Partnership and continuing through
the Reinvestment Period; (3) re-invest substantially all undistributed cash from
operations   and  cash  from  sales  in   additional   equipment  and  financing
transactions  during the  reinvestment  period;  and (4) sell the  Partnership's
investments  and  distribute  the cash  from  sales of such  investments  to its
limited  partners  within five and one-half to seven and  one-half  years of the
final closing date. 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.

    The  Partnership's  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  by March 20,  1996.  A majority  of the  limited
partnership units outstanding responded  affirmatively,  and the amendments were
adopted accordingly.  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.

    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.  Competitive  factors in the  equipment  leasing  business
primarily   involve   pricing  and  other  financial   arrangements,   equipment
remarketing capabilities and servicing of lessees.

                                     Page 3

                                     <PAGE>



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

                                December 31, 1996

    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, 1996 and 1995, the  Partnership  purchased
and leased or financed $523,964 and $1,903,356 of equipment,  respectively, with
a weighted average initial  transaction term of 55 and 53 months,  respectively.
At December  31, 1996,  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, 1996 and 1995 is as follows:
<TABLE>

                                         December 31, 1996                 December 31, 1995
                                    --------------------------        ------------------------
Category                                 Cost       Percent               Cost        Percent
<S>                                     <C>              <C>                <C>          <C>

Retail systems                      $ 1,978,377         37.2%         $ 3,227,662       39.8%
Restaurant equipment                    747,151         14.1              701,485        8.7
Computer systems                        731,997         13.8            1,718,467       21.2
Manufacturing & production              692,101         13.0              692,399        8.5
Office furniture & fixtures             446,075          8.4              842,008       10.4
Printing                                175,597          3.3              195,233        2.4
Telecommunications                      168,953          3.2              242,201        3.0
Video production                        164,358          3.1              167,193        2.1
Medical                                  89,861          1.7              138,422        1.7
Automotive                               55,776          1.0               55,776         .7
Material handling                        26,533           .5               70,543         .9
Audio                                    24,542           .5               24,542         .3
Office equipment                         14,569           .3               -             -
Construction                             -                -                24,724         .3
                                    -----------        -------        -----------       -----
                                    $ 5,315,890        100.0%         $ 8,100,655       100.0%
                                    ===========        =====          ===========       =====
</TABLE>

    The Partnership has one lease which individually represents greater than 10%
of the total  portfolio  equipment  cost at December 31, 1996.  The lease is for
restaurant furniture,  fixtures and equipment with Hometown Buffet, Inc. and the
purchase  price  of  the  equipment  represents  11.6%  of the  total  portfolio
equipment cost at December 31, 1996.

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 1996.

                                     Page 4

                                     <PAGE>



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

                                December 31, 1996

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,
--------------                         ---------------------------------
                                                1996        1995
                                                ----        ----
Limited partners                               1,764       1,776
General Partner                                    1           1

Item 6.  Selected Financial and Operating Data
<TABLE>

                                                       Years Ended December 31,
                              ---------------------------------------------------------------
                                   1996         1995         1994          1993         1992
                                   ----         ----         ----          ----         ----
<S>                                 <C>         <C>          <C>          <C>           <C>

Total revenues                $   519,663  $ 1,196,522  $ 1,616,676   $2,712,304   $4,643,437
                              ===========  ===========  ===========   ==========   ==========

Net income (loss)             $   549,384  $   627,878  $   390,036   $  230,789   $ (397,818)
                              ===========  ===========  ===========   ==========   ==========

Net income (loss) allocable to
  limited partners            $   543,890  $   621,599  $   386,136   $  228,481   $ (393,840)
                              ===========  ===========  ===========   ==========   ==========

Net income (loss) allocable to the
  General Partner             $     5,494  $     6,279  $     3,900   $    2,308   $   (3,978)
                              ===========  ===========  ===========   ==========   ==========

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

Net income (loss) per weighted
  average limited
  partnership unit            $      2.72  $      3.11  $      1.93   $     1.14   $    (1.97)
                              ===========  ===========  ===========   ==========   ==========

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

Distributions to the
  General Partner             $    18,164  $    18,180  $    18,182   $   24,917   $   28,283
                              ===========  ===========  ===========   ==========   ==========

                                                            December 31,
                              ----------------------------------------------------------------
                                   1996         1995         1994          1993         1992
                                  -----         ----         ----          ----         ----

Total assets                  $ 2,887,443  $ 5,069,702  $10,144,096   $19,099,869  $27,521,331
                              ===========  ===========  ===========   ===========  ===========

Partners' equity              $ 2,301,796  $ 3,568,776  $ 4,762,808   $ 6,190,954  $ 8,451,749
                              ===========  ===========  ===========   ===========  ===========
</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 5

                                     <PAGE>



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

                                December 31, 1996

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 representing
47%, 41%, 11% and less than 1% at December 31, 1996, respectively, and 57%, 26%,
17% and less than 1% of total investments at December 31, 1995, respectively.

    For the years ended  December 31, 1996 and 1995, the  Partnership  leased or
finance  equipment with initial costs of $523,964 and $1,903,356,  respectively,
to 48 and 54 lessees or equipment users, respectively and invested $1,000,000 in
a joint venture in 1995.

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 a net  credit of  $29,721,
representing a change of $598,365 from 1995.  The decrease 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.

                                     Page 6

                                     <PAGE>



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

                                December 31, 1996

Results of Operations for the Years Ended December 31, 1995 and 1994

    Revenues for the year ended December 31, 1995 were $1,196,522,  representing
a decrease of $420,154 or 26% from 1994.  The decrease in revenues was primarily
attributable  to a decrease in finance  income of $548,575 or 53%, a decrease in
interest  income and other of $70,002 or 57% and a decrease in rental  income of
$62,709 or 37% from 1994.  Finance  income  decreased  due to a decrease  in the
average size of the portfolio from 1994 to 1995. The decrease in interest income
and other  resulted  from a decrease in the average  cash  balance  from 1994 to
1995.  Rental income decreased due to the  Partnership's  reduced  investment in
operating  leases.  The decrease in revenues was partially offset by an increase
in net gain on sales or  remarketing  of equipment of $191,967 or 66% and income
from equity investment in joint venture of $69,165.  The increase in net gain on
sales or  remarketing  of equipment  resulted  from 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 income from equity investment in joint venture resulted from
the Partnership's  investment in a joint venture with two affiliates on February
3, 1995.

    Expenses for the year ended December 31, 1995 were $568,644,  representing a
decrease of $657,996 or 54% from 1994.  The decrease in expenses  was  primarily
attributable to a decrease in interest expense of $430,224 or 70%, a decrease in
amortization  of  initial  direct  costs  of  $67,516  or  67%,  a  decrease  in
administrative   expense  reimbursements  of  $67,439  or  44%,  a  decrease  in
management  fees of  $66,505 or 44% and a decrease  in  depreciation  expense of
$51,202 or 48% from 1994.  Interest  expense  decreased due to a decrease in the
average  debt  outstanding  from 1994 to 1995.  Amortization  of initial  direct
costs,  administrative  expense reimbursements and management fees decreased due
to the decrease in the average size of the portfolio.  Management fees were also
affected  by  the  reduction  in  management  fee  rates.   Under  the  original
Partnership  Agreement,  the General  Partner was entitled to management fees at
either 2% or 5% of rents, depending on the type of investments under management.
Effective  January 1, 1994, the General Partner elected to reduce its management
fees to a flat rate of 2% of rents for all  investments  under  management.  The
forgone  management fees, the difference  between 2% and 5% of rents for certain
types of investments,  totaled $90,313 for the year ended December 31, 1995. The
decrease in expenses was  partially  offset by an increase in the  provision for
bad debts. As a result of an analysis of  delinquency,  an assessment of overall
risk and a review  of  historical  loss  experience,  it was  determined  that a
$25,000  provision  for bad debts was required  for the year ended  December 31,
1995.

    Net income for the years ended  December  31, 1995 and 1994 was $627,878 and
$390,036,  respectively. The net income per weighted average limited partnership
unit was $3.11 and $1.93 for 1995 and 1994, respectively.

                                     Page 7

                                     <PAGE>



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

                                December 31, 1996

Liquidity and Capital Resources

    The  Partnership's  primary sources of funds in 1996, 1995 and 1994 were net
cash provided by operations of $1,002,547, $999,015, and $800,648, respectively,
proceeds  from  sales of  equipment  of  $600,737,  $2,148,030  and  $3,443,168,
respectively, and borrowings related to a term loan of $1,600,000 in 1994. These
funds were used to purchase equipment, to make an investment in a joint venture,
to fund cash  distributions and to make payments on borrowings.  The Partnership
intends  to  continue  to  purchase  additional   equipment  and  to  fund  cash
distributions  utilizing  cash provided by operations and proceeds from sales of
equipment.

    The  Partnership  had notes payable of $265,154 and $802,012 at December 31,
1996 and 1995,  respectively,  as a result of  borrowings  secured by equipment.
These amounts consisted of $265,154 and $757,439,  respectively, in non-recourse
notes which are being paid directly to the lenders by lessees and $0 and $44,573
in non-recourse residual value notes from 1996 and 1995, respectively.

    Cash  distributions to the limited partners for the years ended December 31,
1996, 1995 and 1994, which were paid monthly, totaled $1,798,200, $1,799,763 and
$1,800,000 of which  $543,890,  $621,599 and $386,136 was investment  income and
$1,254,310, $1,178,164 and $1,413,864 was a return of capital, respectively. The
monthly annualized cash distribution rate for the years ended December 31, 1996,
1995 and 1994 was 9.00%, of which 2.72%,  3.11% and 1.93% was investment  income
and 6.28%, 5.89% and 7.07% 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 1996, 1995 and 1994 was
$9.00,  $9.00 and $9.00, of which $2.72,  $3.11 and $1.93 was investment  income
and $6.28, $5.89 and $7.07 was a return of capital, respectively.

    The  Partnership's  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,  or equipment,
of 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, as defined, and of certain financial ratios.

    As of December 31, 1996,  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.

Accounting Developments

     In June 1996 the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards ("SFAS") No. 125, "Accounting for Transfers and
Servicing of Financial Assets and  Extinguishments of Liabilities. "SFAS No. 125
establishes,  among other things, criteria for determining whether a transfer of
financial  assets is a sale or a secured  borrowing  effective for all transfers
occurring  after December 31, 1996. The adoption of SFAS No. 125 is not expected
to have a material impact on the Partnership's  net income,  partners' equity or
total assets.
                                     Page 8

                                     <PAGE>



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

                                December 31, 1996

Item 8.  Financial Statements and Supplementary Data

                          Index to Financial Statements
                                                           Page Number

Independent Auditors' Report                                   11

Balance Sheets as of December 31, 1996 and 1995                12

Statements of Operations for the Years Ended
  December 31, 1996, 1995 and 1994                             13

Statements of Changes in Partners' Equity for the
  Years Ended December 31, 1996, 1995 and 1994                 14

Statements of Cash Flows for the Years Ended
  December 31, 1996, 1995 and 1994                          15-16

Notes to Financial Statements                               17-24

                                     Page 9

                                     <PAGE>







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

                              Financial Statements

                                December 31, 1996

                   (With Independent Auditors' Report Thereon)


                                     Page 10

<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, 1996 and
1995, 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,
1996. 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, 1996 and 1995, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1996, in conformity with generally accepted accounting principles.







March 7, 1997
New York, New York

                                     Page 11

                                     <PAGE>



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

                                 Balance Sheets

                                  December 31,
<TABLE>
                                                                    1996              1995
                                                                    ----              ----
       Assets
<S>                                                               <C>                   <C>

Cash                                                            $    123,486     $    860,530
                                                                ------------     ------------

Investment in finance leases
   Minimum rents receivable                                        1,319,810        2,315,053
   Estimated unguaranteed residual values                            202,614          498,371
   Initial direct costs                                                   -                 4
   Unearned income                                                  (174,980)        (322,848)
   Allowance for doubtful accounts                                   (74,557)        (116,767)
                                                                ------------     ------------
                                                                   1,272,887        2,373,813
Investment in financings
   Receivables due in installments                                 1,377,159        1,356,663
   Unearned income                                                  (209,095)        (230,908)
   Allowance for doubtful accounts                                   (47,798)         (47,798)
                                                                ------------     ------------
                                                                   1,120,266        1,077,957

Equity investment in joint venture                                   351,012          751,860
                                                                ------------     ------------

Investment in operating leases
   Equipment, at cost                                                119,662          125,592
   Accumulated depreciation                                         (119,562)        (124,955)
                                                                ------------     ------------
                                                                         100              637
                                                                ------------     ------------

Other assets                                                          19,692            4,905
                                                                ------------     ------------

Total assets                                                    $  2,887,443     $  5,069,702
                                                                ============     ============

       Liabilities and Partners' Equity

Notes payable - non-recourse                                    $    265,154     $    802,012
Accounts payable to General Partner
  and affiliates, net                                                178,991          392,686
Accounts payable - other                                             131,148          199,455
Security deposits and deferred credits                                10,354          106,773
                                                                ------------     ------------

                                                                     585,647        1,500,926

Commitments and contingencies

Partners' equity (deficiency)
   General Partner                                                  (148,954)        (136,284)
   Limited partners (199,800 units outstanding,
    $100 per unit original issue price)                            2,450,750        3,705,060
                                                                ------------     ------------

Total partners' equity                                             2,301,796        3,568,776
                                                                ------------     ------------

Total liabilities and partners' equity                          $  2,887,443     $  5,069,702
                                                                ============     ============
</TABLE>


See accompanying notes to financial statements.

                                     Page 12

                                     <PAGE>



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

                            Statements of Operations

                        For the Years Ended December 31,
<TABLE>


                                                      1996             1995           1994
                                                      ----             ----           ----
<S>                                                    <C>               <C>            <C>
Revenues

   Finance income                                 $   307,147     $   488,688      $ 1,037,263
   Net gain on sales or remarketing
     of equipment                                     176,924         480,681          288,714
   Rental income                                           -          104,841          167,550
   Income from equity investment in
     joint venture                                     10,211          69,165               -
   Interest income and other                           25,381          53,147          123,149
                                                  -----------     -----------      -----------

   Total revenues                                     519,663       1,196,522        1,616,676
                                                  -----------     -----------      -----------

Expenses

   General and administrative                         102,721         102,334          102,444
   Administrative expense reimbursements
     - General Partner                                 50,841          85,848          153,287
   Interest                                            45,619         182,419          612,643
   Amortization of initial direct costs                     4          33,433          100,949
   Management fees - General Partner                 (228,906)         84,811          151,316
   Depreciation                                             -          54,799          106,001
   Provision for bad debts                                  -          25,000              -
                                                  -----------     -----------      ---------

   Total expenses (credit)                            (29,721)        568,644        1,226,640
                                                  -----------     -----------      -----------

Net income                                        $   549,384     $   627,878      $   390,036
                                                  ===========     ===========      ===========

Net income allocable to:
   Limited partners                               $   543,890     $   621,599      $   386,136
   General Partner                                      5,494           6,279            3,900
                                                  -----------     -----------      -----------

                                                  $   549,384     $   627,878      $   390,036
                                                  ===========     ===========      ===========

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

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


</TABLE>



See accompanying notes to financial statements.

                                     Page 13

                                     <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, 1996, 1995 and 1994
<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, 1993                                         $  6,301,055   $ (110,101)   $ 6,190,954

Cash distributions
 to partners                 $  7.07      $ 1.93             (1,800,000)     (18,182)    (1,818,182)

Net income                                                      386,136        3,900        390,036
                                                           ------------   ----------    -----------

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





</TABLE>


See accompanying notes to financial statements.

                                     Page 14

                                     <PAGE>



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

                            Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

                                                          1996          1995            1994
                                                          ----          ----            ----
<S>                                                      <C>            <C>             <C>

Cash flows from operating activities:
Net income                                          $  549,384     $   627,878     $  390,036
                                                    ----------     -----------     ----------
Adjustments to reconcile net income to
 net cash provided by operating activities:
   Depreciation                                              -          54,799        106,001
   Allowance for doubtful accounts                           -         (13,931)       (21,458)
   Finance income portion of receivables paid
     directly to lenders by lessees                    (54,612)       (230,865)      (736,703)
   Amortization of initial direct costs                      4          33,433        100,949
   Net gain on sales or remarketing of equipment      (176,924)       (480,681)      (288,714)
   Interest expense on non-recourse financing
     paid directly by lessees                           45,619         154,642        474,829
   Interest expense accrued - non-recourse debt              -          27,777         73,515
   Collection of principal - non-financed receivables  590,520         818,833      1,380,128
   Income from equity investment in joint venture      (10,211)        (69,165)              -
   Distribution from investment in joint venture       411,059         317,305               -
   Rental income - assigned operating lease
     receivables                                             -              -         (53,177)
   Change in operating assets and liabilities:
     Accounts payable to General Partner
       and affiliates, net                            (213,695)        165,726        (85,691)
     Accounts payable - other                          (68,307)          2,647         33,247
     Security deposits and deferred credits            (96,419)       (378,778)      (517,218)
     Other, net                                         26,129         (30,605)       (55,096)
                                                    ----------     -----------     ----------

       Total adjustments                               453,163         371,137        410,612
                                                    ----------     -----------     ----------

     Net cash provided by operating activities       1,002,547         999,015        800,648
                                                    ----------     -----------     ----------

Cash flows from investing activities:
   Proceeds from sales of equipment                    600,737       2,148,030      3,443,168
   Investment in joint venture                               -      (1,000,000)              -
   Equipment and receivables purchased                (523,964)     (1,856,010)    (1,245,071)
                                                    ----------     -----------     ----------

     Net cash provided by  (used in) investing
       activities                                       76,773        (707,980)     2,198,097
                                                    ----------     -----------     ----------

Cash flows from financing activities:
   Cash distributions to partners                   (1,816,364)     (1,817,943)    (1,818,182)
   Redemption of limited partnership units                   -          (3,967)            -
   Proceeds from term loan                                   -             -        1,600,000
   Principal payments on term loan                           -             -       (1,600,000)
                                                    ----------     -----------     ----------

     Net cash used in financing activities          (1,816,364)     (1,821,910)    (1,818,182)
                                                    ----------     -----------     ----------

Net (decrease) increase in cash                       (737,044)     (1,530,875)     1,180,563

Cash at beginning of year                              860,530       2,391,405      1,210,842
                                                    ----------     -----------     ----------

Cash at end of year                                 $  123,486     $   860,530     $2,391,405
                                                    ==========     ===========     ==========
</TABLE>

See accompanying notes to financial statements.

                                     Page 15

                                     <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  $45,619,  $182,419  and  $612,643  for the years  ended
December 31, 1996, 1995 and 1994,  respectively,  consisted of: interest expense
on  non-recourse  financing  accrued or paid  directly  to lenders by lessees of
$45,619, $182,419 and $548,344,  respectively,  and other interest of $64,299 in
1994.

   During the years ended December 31, 1996, 1995 and 1994,  non-cash activities
included the following:
<TABLE>

                                                       1996             1995              1994
                                                      -----             ----              ----
<S>                                                   <C>             <C>              <C>

Principal and interest on finance receivables
    paid directly to lenders by lessees .........   $   583,524    $ 1,836,759    $ 5,306,745
Rental income - assigned operating lease receivab          --             --           53,177
Principal and interest on non-recourse financing
    paid directly by lessee .....................      (583,524)    (1,836,759)    (5,359,922)

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           --

Accounts payable - equipment ....................          --            6,697
Fair value of equipment and receivables
    purchased for debt and payables .............          --           (6,697)
                                                    -----------    -----------    -----------

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

</TABLE>


















See accompanying notes to financial statements.

                                     Page 16

                                     <PAGE>



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

                          Notes to Financial Statements

                                December 31, 1996
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, 1995 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,  compounded daily, on its outstanding  adjusted capital
contribution  account.  After such time, the distributions will be allocated 90%
to the limited partners and 10% to the General Partner.

2.  Significant Accounting Policies

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

    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 terminations. 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

                                     Page 17

                                     <PAGE>



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

                    Notes to Financial Statements - Continued

 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.  The fair value of certain debt obligations as of December 31, 1996
approximate  that which is recorded in these  financial  statements.  Fair value
information with respect to the Company's assets and certain  non-recourse notes
payable is not  provided  because (i) SFAS No. 107 does not require  disclosures
about the fair value of lease arrangements, (ii) the carrying value of financial
assets other than lease related investments  approximates market value and (iii)
fair value information  concerning certain  non-recourse debt obligations is not
practicable  to estimate  without  incurring  excessive  costs to obtain all the
information  that would be necessary to derive a market interest rate on a lease
by lease basis.

    Investment in Joint Venture - The Partnership accounts for its investment in
joint venture under the equity method of accounting.  The Partnership's original
investment was recorded at cost and is adjusted by its share of earnings, losses
and distributions thereafter.

     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 the
analysis indicates that the probability of collection of the account is remote.

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



                                     Page 18

                                     <PAGE>



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

                    Notes to Financial Statements - Continued

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

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

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

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

3.  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.  ICON  Asset  Acquisition  LLC
established a warehouse line of credit with  ContiTrade  Services  Corp.  with a
maximum amount available of $20,000,000.

    On February 17,  1995,  ICON Asset  Acquisition  LLC  purchased  975 finance
leases of an existing  portfolio  from First Sierra  Financial,  Inc.  utilizing
$16,273,793 of proceeds from the warehouse  line,  $10,857,427 in  contributions
received from the Partnership and affiliates and $723,046 in cash adjustments at
closing,  (relating primarily to rents received by the seller from lessees prior
to closing  and for the  benefit of ICON Asset  Acquisition  LLC). The  purchase
price  of the  portfolio  totaled  $27,854,266,  and  the  underlying  equipment
consists of graphic arts and printing equipment. The terms of the leases in this
portfolio range from 12 to 72 months.  ICON Asset Acquisition LLC acquired lease
contracts   which  were  less  than  60  days   delinquent  and  which  met  the
Partnership's  overall credit underwriting  criteria.  The purchase price of the
portfolio was determined by discounting the future  contractual  cash flows. All
such leases are net leases and are reported and accounted for as finance leases.
The Partnership  accounts for its investment in ICON Asset Acquisition LLC as an
equity investment.



                                     Page 19

                                     <PAGE>



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

                    Notes to Financial Statements - Continued

    On September 5, 1995, ICON Asset  Acquisition LLC securitized  substantially
all of its portfolio. Proceeds from the securitization were used to pay down its
existing line of credit and excess  proceeds  were  returned to the  Partnership
based on its pro rata interest. ICON Asset Acquisition LLC became the beneficial
owner of a trust and the Prudential Insurance Company of America  ("Prudential")
is  treated  as the  lender to the  trust.  The  trustee  for the trust is Texas
Commerce Bank ("TCB"). In conjunction with this  securitization,  the portfolio,
as well as the General Partner's servicing capabilities,  were rated "A" by Duff
& Phelps,  a  nationally  recognized  rating  agency.  The General  Partner,  as
servicer,   is   responsible   for  managing,   servicing,   reporting  on,  and
administering  the  portfolio.  All  monies  received  from the  portfolios  are
remitted to TCB. TCB is responsible  for disbursing to Prudential its respective
principal and interest,  and to ICON Asset  Acquisition  LLC, the excess of cash
collected  over debt  service from the  portfolio.  ICON Asset  Acquisition  LLC
accounts for this  investment as an investment in finance leases and financings.
Prudential's  investment in the trust is accounted for as  non-recourse  debt on
ICON Asset Acquisition LLC's books and records. All monies received and remitted
to TCB from the  securitized  portfolio  are  accounted  for as a  reduction  in
related  finance  lease  and  financing  receivables  and  all  amounts  paid to
Prudential by TCB are accounted for as a reduction of non-recourse debt.

    On January 28, 1997, ICON Asset  Acquisition LLC re-financed its outstanding
obligations  of $7,780,000  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 is short-term,  and is expected to be re-financed by June
30, 1997.  The  Partnership  is charged an interest rate that is equal to Series
E's cost of funds,  which is approximately  8.0%. ICON Asset Acquisition LLC has
granted a security interest in all of their underlying  assets.  Rental receipts
are still remitted to TCB,  however,  proceeds are then swept back to ICON Asset
Acquisition LLC for use in its normal course of business.

     Information as to the financial  position and results of operations of ICON
Asset  Acquisition LLC as of and for the year ended December 31, 1996 and as of
and for the period ended December 31, 1995 are summarized below:

                                     December 31, 1996         December 31, 1995

                  Assets               $ 12,490,084             $ 24,960,875
                                       ============             ============

                  Liabilities          $  8,557,586             $ 16,539,596
                                       ============             ============

                  Equity               $  3,932,498             $  8,421,279
                                       ============             ============

                                        Year Ended               Period Ended
                                     December 31, 1996         December 31, 1995

                  Net income           $    114,350             $    774,525
                                       ============             ============



                                     Page 20

                                     <PAGE>



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

                    Notes to Financial Statements - Continued

4.    Receivables Due in Installments

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

                                  Finance
           Year                   Leases         Financings          Total
           ----                   ------         ----------          -----
           1997             $   672,909       $   527,330        $1,200,239
            1998                303,277           413,232           716,509
            1999                245,527           255,114           500,641
            2000                 79,525           161,659           241,184
           2001                  18,572            19,824            38,396
                            -----------       -----------        ----------

                            $ 1,319,810       $ 1,377,159        $2,696,969
                            ===========       ===========        ==========

5.  Investment in Operating Leases

    The  investment  in operating  leases at December  31,  1996,  1995 and 1994
consisted of the following:
<TABLE>

                                                   1996              1995              1994
                                                   ----              ----              ----

<S>                                          <C>               <C>               <C>
Equipment cost, beginning of year           $   125,592       $    125,592      $    754,737

Equipment sold                                   (5,930)                -           (629,145)
                                            -----------       ------------      ------------

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

Accumulated depreciation, beginning of year    (124,955)           (70,156)         (479,903)

Depreciation                                          -            (54,799)         (106,001)
Equipment sold                                    5,393                 -            515,748
                                            -----------       ------------      ------------

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

Investment in operating leases, end of year $       100       $        637      $     55,436
                                            ===========       ============      ============
</TABLE>


                                     Page 21

                                     <PAGE>



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

                    Notes to Financial Statements - Continued

6.  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, 1993              $ 161,172     $  38,093     $  27,189      $226,454

    Accounts written-off                    (49,194)       (7,682)      (15,319)      (72,195)
    Recovery on accounts previously
      written-off                            45,443           550         4,745        50,738
    Transfer within accounts                  5,544         4,170        (9,714)            -
                                          ---------     ---------     ---------      --------

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


7.  Notes Payable

    The Partnership entered into a three-year secured revolving credit agreement
(the  "Facility")  in October 1992. The Facility was secured by an assignment of
eligible  receivables  and the underlying  equipment.  The Facility  allowed the
Partnership to borrow based on eligible, unencumbered receivables.  Interest was
payable at prime plus 1%.

                                     Page 22

                                     <PAGE>



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

                    Notes to Financial Statements - Continued

    The Partnership converted the Facility to a $1,600,000 term loan, secured by
leases  and  financing  transactions,  in January  1994.  The new term loan bore
interest at prime plus 1% and was payable in monthly installments. The term loan
was paid off in November 1994.

    The notes  payable -  non-recourse,  bearing  interest at rates ranging from
9.3% to 10.25%, mature in 1997.

8.  Amendment to Partnership Agreement

    The  Partnership's  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.

9.  Related Party Transactions

    For the year ended  December 31, 1996, due to 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 and
1994, the Partnership paid or accrued to the General Partner  management fees of
$84,811 and  $151,316  respectively.  During the years ended  December 31, 1996,
1995  and  1994  the  Partnership   paid  or  accrued  to  the  General  Partner
administrative  expense   reimbursements  of  $50,841,   $85,848  and  $153,287,
respectively. These fees and reimbursements were charged to operations.

    The Partnership  and two  affiliates,  Series C and L.P. Six, formed a joint
venture,  ICON  Asset  Acquisition  LLC (See Note 3 for  additional  information
relating to the joint venture).

    For the  years  ended  December  31,  1996,  1995 and  1994,  there  were no
acquisition fees paid or accrued by the Partnership.


                                     Page 23

                                     <PAGE>



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

                    Notes to Financial Statements - Continued

                                   (Unaudited)

10.  Tax Information

    The following table reconciles net income for financial  reporting  purposes
to income for federal income tax purposes for the years ended December 31:
<TABLE>
                                                1996              1995              1994
                                                ----              ----              ----


<S>                                        <C>              <C>              <C>
Net income per financial statements        $    549,384     $     627,878    $     390,036

Differences due to:
  Direct finance leases                         343,508         2,470,125        6,023,908
  Depreciation                                  (85,102)       (2,312,657)      (6,085,660)
  Provision for losses                          (53,479)             (185)         (28,205)
  Gain (loss) on sale of equipment              (25,080)        1,561,190          166,589
  Other                                          11,150            16,937            9,039
                                           ------------     -------------    -------------

Partnership income for
  federal income tax purposes              $    740,381     $   2,363,288    $     475,707
                                           ============     =============    =============

</TABLE>

     As of December 31, 1996,  the partners'  capital  accounts  included in the
financial  statements  totaled  $2,301,796  compared  to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $10,758,524  (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 24

                                     <PAGE>



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

                                December 31, 1996

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         Vice President and Chief Financial Officer

    Neil A. Roberts             Director

    Tim Spring                  Director

     Beaufort J. B. Clarke,  age 50, 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 42, 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 12 years of senior management  experience in
the leasing business, particularly in the area of syndication.



                                     Page 25

                                     <PAGE>



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

                                December 31, 1996

    Paul B. Weiss,  age 36, 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 36, is 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.

    Neil A.  Roberts,  age 47, has been the  Managing  Director of Summit  Asset
Management  Limited,  a  subsidiary  of The Summit  Group PLC,  since 1991.  Mr.
Roberts has over 25 years of  experience  in the  leasing and finance  business,
including  positions with Kleinwort Benson Group, the United Kingdom  subsidiary
of Hongkong and Shanghai Banking Corporation and Chemical Bank.

    Timothy R. Spring,  age 39,  Commercial  Director of Summit Asset Management
Limited,  a subsidiary of The Summit Group PLC,  since 1991. Mr. Spring has over
13 years of leasing  experience  in the United  Kingdom.  He was formerly  Lease
Commercial  Director at Kleinwort Benson Group, the United Kingdom subsidiary of
Hongkong and Shanghai Banking Corporation and Chemical Bank.

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, 1996, 1995 and 1994.
<TABLE>

      Entity          Capacity       Type of Compensation     1996         1995       1994
      ------          --------       --------------------     ----         ----       ----
<S>                    <C>            <C>                     <C>         <C>         <C>

ICON Capital Corp.  General Partner Administrative expense
                                      reimbursements       $   50,841  $  85,848   $ 153,287
ICON Capital Corp.  General Partner Management fees          (228,906)    84,811     151,316
                                                           ----------  ---------   ---------
                                                           $ (170,865) $ 170,659   $ 304,603
                                                           ==========  =========   =========
</TABLE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

(b) As of March 7, 1997,  Directors  and Officers of the General  Partner do not
    own any equity securities of the Partnership.



                                     Page 26

                                     <PAGE>



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

                                December 31, 1996

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

        Title                        Amount Beneficially          Percent
       of Class                            Owned                  of Class

    General Partner          Represents initially a 1% and          100%
      Interest               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.

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

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

     (ii) Certificate of Limited  Partnership of the  Partnership  (Incorporated
          herein by reference to Exhibit 3.01 to Form S-1 Registration Statement
          No.  2-99858  filed with the  Securities  and Exchange  Commission  on
          August 23,  1985 and to Exhibit  3.01 to  Amendment  No. 1 to Form S-1
          Registration  Statement  No.  2-99858  filed with the  Securities  and
          Exchange Commission on August 27, 1986).
     (iii)Form of Management  Agreement  between the  Partnership  and Crossgate
          Leasing,  Inc.  (Incorporated  herein by reference to Exhibit 10.01 to
          Amendment No. 1 to Form S-1  Registration  Statement No. 2-99858 filed
          with the Securities and Exchange Commission on August 27, 1986).

(b) Reports on Form 8-K

    No  reports  on Form 8-K were filed by the  Partnership  during the  quarter
ended December 31, 1996.


                                     Page 27

                                     <PAGE>


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

                                December 31, 1996

                                   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 28, 1997              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 28, 1997              Beaufort J. B. Clarke
                                   ---------------------------------------------
                                   Beaufort J. B. Clarke
                                   President, Chief Executive Officer
                                   and Director



Date:  March 28, 1997              Thomas W. Martin
                                   ---------------------------------------------
                                   Thomas W. Martin
                                   Executive Vice President and Director


Date:  March 28, 1997              Gary N. Silverhardt
                                   ---------------------------------------------
                                   Gary N. Silverhardt
                                   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 28

<PAGE>