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, 2000
                          ------------------------------------------------------

                                       or

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

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

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

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

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

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

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

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

Title of each class                    Name of each exchange on which registered

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

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

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

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

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

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


<PAGE>


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

                                December 31, 2000

                                TABLE OF CONTENTS

Item                                                                      Page

PART I

1.  Business                                                               3-4

2.  Properties                                                               5

3.  Legal Proceedings                                                        5

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

PART II

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

6.  Selected Financial and Operating Data                                    6

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

8.  Financial Statements and Supplementary Data                           9-21

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

PART III

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

11. Executive Compensation                                                  23

12. Security Ownership of Certain Beneficial Owners
    and Management                                                          24

13. Certain Relationships and Related Transactions                          24

PART IV

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

SIGNATURES                                                                  26


<PAGE>


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

                                December 31, 2000

PART I

Item 1.  Business

General Development of Business

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

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

Segment Information

     The Partnership has only one operating  segment:  the business of acquiring
equipment  subject to leases with companies that the Partnership  believes to be
creditworthy.

Narrative Description of Business

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
investment objective of the Partnership is to obtain the maximum economic return
from its  investments for the benefit of its limited  partners.  To achieve this
objective the Partnership  attempted to: (1) acquire a diversified  portfolio of
short-term,  high-yield investments;  (2) make monthly cash distributions to its
limited partners from cash from operations,  when cash is available,  commencing
with each limited partner's  admission to the Partnership and continuing through
the extended reinvestment period; (3) re-invest  substantially all undistributed
cash from  operations and cash from sales in additional  equipment and financing
transactions  during  the  extended   reinvestment  period;  and  (4)  sell  the
Partnership's investments and distribute the cash from sales of such investments
to its  limited  partners  during  the  liquidation  period.  As a result of the
Partnership  entering the disposition period,  future monthly  distributions are
expected  to  fluctuate  depending  on the  amount  of asset  sale and  re-lease
proceeds  received  during the  period.  The  Partnership  presently  expects to
liquidate its remaining investments and terminate its operations in 2001.



<PAGE>


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

                                December 31, 2000

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

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

Lease and Financing Transactions

     For the years ended  December 31, 2000 and 1999,  the  Partnership  did not
purchase or finance any new investments in equipment. A summary of the portfolio
equipment cost by category held at December 31, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>

                                       December 31, 2000             December 31, 1999
                                     ----------------------       ----------------------
Category                                 Cost       Percent           Cost       Percent

<S>                                  <C>              <C>         <C>              <C>
Telecommunications ...............   $  472,295       63.6%       $  582,772       29.7%
Computer systems .................      102,581       13.8           208,031       10.6
Video production .................       53,797        7.2            96,292        4.9
Manufacturing & production .......       44,588        6.0           227,145       11.6
Printing .........................       48,492        6.5            48,492        2.5
Office furniture & fixtures ......         --          --             54,254        2.8
Retail systems ...................       21,088        2.9            21,088        1.0
Automotive .......................         --          --             44,157        2.3
Medical ..........................         --          --             23,762        1.2
Restaurant equipment .............         --          --            654,672       33.4
                                     ----------      -----        ----------      -----

                                     $  742,841      100.0%       $1,960,665      100.0%
                                     ==========      =====        ==========      =====
</TABLE>

     No single lessee represents greater than 10% of the total equipment cost at
December 31, 2000.


<PAGE>


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

                                December 31, 2000

Item 2.  Properties
         ----------
     The  Partnership  neither owns nor leases office space or equipment for the
purpose of managing its day-to-day affairs.

Item 3.  Legal Proceedings
         -----------------
    The Partnership is not a party to any pending legal proceedings.

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------
    No matters were submitted to a vote of security holders during the fourth
quarter of 2000.

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,
      --------------                      ---------------------------------
                                                 2000            1999

      Limited partners                          1,756           1,756
      General Partner                               1               1




<PAGE>


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

                                December 31, 2000

Item 6.  Selected Financial and Operating Data
         -------------------------------------
<TABLE>
<CAPTION>

                                                   Years Ended December 31,
                              ---------------------------------------------------------------
                                  2000         1999         1998         1997          1996
                                  ----         ----         ----         ----          ----

<S>                           <C>          <C>          <C>           <C>          <C>
Total revenues                $     1,481  $   154,278  $   400,618   $  562,650   $  519,663
                              ===========  ===========  ===========   ==========   ==========

Net (loss) income             $  (121,797) $    46,087  $   263,893   $  356,326   $  549,384
                              ===========  ===========  ===========   ==========   ==========

Net (loss) income allocable to
  limited partners            $  (120,579) $    45,626  $   261,254   $  352,763   $  543,890
                              ===========  ===========  ===========   ==========   ==========

Net (loss) income allocable
  to the General Partner      $    (1,218) $       461  $     2,639   $    3,563   $    5,494
                              ===========  ===========  ===========   ==========   ==========

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

Net (loss) income per
  weighted average limited
  partnership unit            $     (0.60)  $    0.23   $      1.31   $     1.77  $      2.72
                              ===========   =========   ===========   ==========  ===========

Distributions to
  limited partners            $   149,849   $ 199,794   $   682,648   $1,798,200  $ 1,798,200
                              ==========    =========   ===========   ==========  ===========

Distributions to the
  General Partner             $     1,514  $     2,017  $     6,895   $   18,164   $   18,164
                              ===========  ===========  ===========   ==========   ==========
</TABLE>
<TABLE>
<CAPTION>

                                                         December 31,
                              ---------------------------------------------------------------
                                  2000         1999         1998         1997          1996
                                  ----         ----         ----         ----          ----

<S>                           <C>          <C>          <C>           <C>          <C>
Total assets                  $   190,637  $   625,435  $ 1,143,670   $2,066,633   $2,887,443
                              ===========  ===========  ===========   ==========   ==========

Partners' equity              $   114,224  $   387,384  $   416,108   $  841,758   $2,301,796
                              ===========  ===========  ===========   ==========   ==========
</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, 2000

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

    The Partnership's portfolio consisted of a net investment in finance leases
and financings of 93% and 7% of total investments, respectively, at December 31,
2000 compared to 76% and 24% of total investments, respectively, at December 31,
1999.

     For the years ended  December 31, 2000 and 1999,  the  Partnership  did not
purchase or finance any new investments in equipment.

Results of Operations for the Years Ended December 31, 2000 and 1999

     Revenues for the year ended  December 31, 2000 were $1,481,  representing a
decrease of $152,797  from 1999.  The  decrease  in  revenues  was  attributable
primarily  to a loss on sales of  equipment  of $30,501 in 2000 versus a gain on
sales of  equipment  of  $51,284 in 1999 and a  decrease  in  finance  income of
$59,834.  The decrease in finance income resulted from a decrease in the average
size of the portfolio from 2000 to 1999.

     Expenses for the year ended December 31, 2000 were  $123,278,  representing
an increase of $15,087  from 1999.  The  increase in expenses  was  attributable
primarily to a provision  for bad debts of $20,000 in 2000 with no provision for
bad debts in 1999 and an  increase  in general  and  administrative  expenses of
$31,931.  The  provision  for bad debts in 2000  resulted  from an  analysis  of
delinquency trends, loss experience and an assessment of overall credit risk. No
provision for bad debts was  determined to be required in 1999.  The increase in
general and  administrative  expense  resulted from an increase in  professional
service fees.  These  increases were partially  offset by a $29,936  decrease in
interest  expense which resulted from the remaining note balance being repaid in
the second quarter of 2000.

     Net  (loss)  income  for the years  ended  December  31,  2000 and 1999 was
($121,797) and $46,087, respectively. The net (loss) income per weighted average
limited partnership unit was ($.60) and $.23 for 2000 and 1999, respectively.

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

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

     Expenses for the year ended December 31, 1999 were $108,191, representing a
decrease of $28,534 from 1998.  The decrease in expenses was  attributable  to a
decrease in interest expense,  administrative expense reimbursements and general
and administrative expenses partially offset by the fact that the Partnership


<PAGE>


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

                                December 31, 2000

recorded a reversal in 1998 in the allowance  for doubtful  accounts of $36,892.
The decrease in interest  expense  resulted  from a decrease in the average debt
outstanding from 1998 to 1999. Administrative expense reimbursements and general
and  administrative  expenses decreased due to a decrease in the average size of
the portfolio from 1998 to 1999.

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

Liquidity and Capital Resources

     The Partnership's reinvestment period ended and disposition period began in
November  1999.  During the  disposition  period the  Partnership  has, and will
continue to distribute  substantially all distributable cash from operations and
equipment  sales to the partners and will continue with the orderly  termination
of its operations and affairs.  The  Partnership has not, and will not invest in
any additional  finance or lease  transactions  during the  disposition  period.
During the disposition period, the Partnership expects to recover, at a minimum,
the carrying value of its assets. As a result of the Partnership's entering into
the disposition period,  future monthly  distributions are expected to fluctuate
depending on the amount of asset sale and re-lease proceeds received during that
period. The Partnership presently expects to liquidate its remaining investments
and complete the termination of its operations and affairs in 2001.

     The Partnership's  primary sources of funds in 2000, 1999 and 1998 were net
cash provided by operations  of $280,032,  $253,244 and $761,619,  respectively,
and  proceeds  from sales of  equipment  of  $159,110,  $153,880  and  $321,104,
respectively.  These funds were  utilized to repay debt  borrowings  and to fund
cash distributions to partners.

     Cash distributions to the limited partners for the years ended December 31,
2000, 1999 and 1998 totaled $149,849, $199,794 and $682,648 of which $0, $45,626
and $261,254 was  investment  income and  $149,849,  $154,168 and $421,394 was a
return of capital, respectively.

     As of December 31, 2000 there were no known trends or demands, commitments,
events  or  uncertainties  which  are  likely  to have any  material  effect  on
liquidity. As cash is realized from operations and sales of remaining equipment,
the Partnership will pay distributions, while retaining sufficient cash reserves
to meet its obligations.

Item 7a.  Qualitative and Quantitative Disclosures About Market Risk

     The  Partnership had been exposed to interest rate risks during the periods
it had outstanding debt obligations. The Partnership presently does not have any
remaining outstanding debt obligations and believes its exposure to other market
risks  are  insignificant  to  both  its  financial   position  and  results  of
operations.


<PAGE>


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

                                December 31, 2000

Item 8.  Financial Statements and Supplementary Data

                          Index to Financial Statements

                                                               Page Number

Independent Auditors' Report                                         11

Balance Sheets as of December 31, 2000 and 1999                      12

Statements of Operations for the Years Ended
  December 31, 2000, 1999 and 1998                                   13

Statements of Changes in Partners' Equity for the
  Years Ended December 31, 2000, 1999 and 1998                       14

Statements of Cash Flows for the Years Ended
  December 31, 2000, 1999 and 1998                                   15

Notes to Financial Statements                                     16-21



<PAGE>






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

                              Financial Statements

                                December 31, 2000

                   (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, 2000 and
1999, 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,
2000. 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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

As  discussed  in Note 1, the  Partnership's  reinvestment  period ended and the
disposition  period began in November 1999. During the disposition  period,  the
Partnership has, and will continue to distribute substantially all distributable
cash from  operations and equipment  sales to the partners and begin the orderly
termination of its operations and affairs.  It is expected that the  Partnership
will liquidate its remaining investments and terminate its operations in 2001.

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, 2000 and 1999, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
2000, in conformity with accounting  principles generally accepted in the United
States of America.



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


March 28, 2001
New York, New York



<PAGE>


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

                                 Balance Sheets

                                  December 31,
<TABLE>
<CAPTION>

                                                            2000         1999
                                                            ----         ----
       Assets

<S>                                                      <C>          <C>
Cash                                                     $ 104,646    $  14,510
                                                         ---------    ---------

Investment in finance leases
  Minimum rents receivable                                 106,734      265,980
  Estimated unguaranteed residual values                    31,214      221,159
  Unearned income                                          (19,229)     (45,104)
  Allowance for doubtful accounts                          (48,893)     (28,893)
                                                         ---------    ---------
                                                            69,826      413,142
                                                         ---------    ---------
Investment in financings
  Receivables due in installments                           13,912      150,724
  Unearned income                                             (115)      (6,778)
  Allowance for doubtful accounts                           (8,835)     (10,051)
                                                         ---------    ---------
                                                             4,962      133,895
                                                         ---------    ---------

Other assets                                                11,203       63,888
                                                         ---------    ---------

Total assets                                             $ 190,637    $ 625,435
                                                         =========    =========

       Liabilities and Partners' Equity

Note payable                                             $    --      $ 197,643
Accounts payable to General Partner and affiliates            --         13,600
Security deposits, deferred credits and other payables      76,413       26,808
                                                         ---------    ---------
                                                            76,413      238,051
                                                         ---------    ---------
Commitments and Contingencies

Partners' equity (deficiency)
  General Partner                                          (45,099)     (42,367)
  Limited partners (199,800 units outstanding,
    $100 per unit original issue price)                    159,323      429,751
                                                         ---------    ---------

Total partners' equity                                     114,224      387,384
                                                         ---------    ---------

Total liabilities and partners' equity                   $ 190,637    $ 625,435
                                                         =========    =========

</TABLE>








See accompanying notes to financial statements.


<PAGE>


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

                            Statements of Operations

                        For the Years Ended December 31,
<TABLE>
<CAPTION>

                                                 2000        1999        1998
                                                 ----        ----        ----
Revenues

<S>                                          <C>          <C>         <C>
   (Loss) gain on sales of equipment         $ (30,501)   $  51,284   $ 188,876
   Finance income                               31,095       90,929     174,241
   Interest income and other                       887       12,065      37,501
                                             ---------    ---------   ---------

   Total revenues                                1,481      154,278     400,618
                                             ---------    ---------   ---------

Expenses

   Provision (reversal of provision)
     for doubtful accounts                      20,000         --       (36,892)
   Interest                                      5,270       35,206      77,673
   General and administrative                   92,263       60,332      75,656
   Administrative expense reimbursements
     - General Partner                           5,745       12,653      20,288
                                             ---------    ---------   ---------

   Total expenses                              123,278      108,191     136,725
                                             ---------    ---------   ---------

Net (loss) income                            $(121,797)   $  46,087   $ 263,893
                                             =========    =========   =========

Net (loss) income allocable to:
   Limited partners                          $(120,579)   $  45,626   $ 261,254
   General Partner                              (1,218)         461       2,639
                                             ---------    ---------   ---------

                                             $(121,797)   $  46,087   $ 263,893
                                             =========    =========   =========

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

Net (loss) income per weighted average
   limited partnership unit                  $    (.60)   $     .23   $    1.31
                                             =========    =========   =========


</TABLE>





See accompanying notes to financial statements.


<PAGE>


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

                    Statements of Changes in Partners' Equity

              For the Years Ended December 31, 2000, 1999 and 1998
<TABLE>
<CAPTION>

                      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, 1997                                    $  1,005,313    $ (163,555)  $   841,758

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

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

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

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

Capital contribution                                             -        127,000       127,000

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

Balance at
  December 31, 1999                                         429,751       (42,367)      387,384

Cash distributions
  to partners             $   .75     $   -                (149,849)       (1,514)     (151,363)

Net (loss)                                                 (120,579)       (1,218)     (121,797)
                                                       ------------    ----------   -----------

Balance at
  December 31, 2000                                    $    159,323    $  (45,099)  $   114,224
                                                       ============    ==========   ===========



</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>
<CAPTION>

                                                                   2000           1999          1998
                                                                   ----           ----          ----
<S>                                                            <C>            <C>            <C>
Cash flows provided by operating activities:
  Net (loss) income                                            $  (121,797)   $    46,087    $   263,893
                                                               -----------    -----------    -----------
  Adjustments to reconcile net income to
    net cash provided by operating activities:
    Provision (reversal of provision)
      for doubtful accounts                                         20,000           --          (36,892)
    Loss (gain) on sales of equipment                               30,501        (51,284)      (188,876)
    Changes in operating assets and liabilities:
      Collection of principal - non-financed receivables           296,870        509,479        766,879
      Accounts payable to General Partner and affiliates           (13,600)       (95,585)         5,345
      Security deposits, deferred credits and other payables        49,605         (2,188)       (43,498)
      Other                                                         18,453       (153,265)        (5,232)
                                                               -----------    -----------    -----------

      Total adjustments                                            401,829        207,157        497,726
                                                               -----------    -----------    -----------

      Net cash provided by operating activities                    280,032        253,244        761,619
                                                               -----------    -----------    -----------

Cash flows from investing activities:
  Proceeds from sales of equipment                                 159,110        153,880        321,104
                                                               -----------    -----------    -----------

      Net cash provided by investing activities                    159,110        153,880        321,104
                                                               -----------    -----------    -----------

Cash flows from financing activities:
  Cash distributions to partners                                  (151,363)      (201,811)      (689,543)
  Payments on note payable                                        (197,643)      (391,738)      (459,160)
  Proceeds from General Partner contribution                          --          127,000           --
                                                                              -----------    -----------

      Net cash used in financing activities                       (349,006)      (466,549)    (1,148,703)
                                                               -----------    -----------    -----------

Net increase (decrease) in cash                                     90,136        (59,425)       (65,980)

Cash, beginning of year                                             14,510         73,935        139,915
                                                               -----------    -----------    -----------

Cash, end of year                                              $   104,646    $    14,510    $    73,935
                                                               ===========    ===========    ===========


</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, 2000
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.

     The Partnership's reinvestment period ended and disposition period began in
November  1999.  During the  disposition  period the  Partnership  has, and will
continue to distribute  substantially all distributable cash from operations and
equipment  sales to the  partners  and  begin  the  orderly  termination  of its
operations  and  affairs.  The  Partnership  has not, and will not invest in any
additional finance or lease transactions during the disposition  period.  During
the disposition period, the Partnership  expects to recover,  at a minimum,  the
carrying value of its assets.  As a result of the Partnership  entering into the
disposition  period,  future  monthly  distributions  are  expected to fluctuate
depending on the amount of asset sale and re-lease proceeds received during that
period. The Partnership presently expects to liquidate its remaining investments
and complete the termination of its operations in 2001.

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

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

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


<PAGE>


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

                    Notes to Financial Statements - Continued

2.  Amendments to Partnership Agreement

     The Partnership's  original  reinvestment  period was to expire on November
15,  1995,  five  years  after the  final  closing  date.  The  General  Partner
distributed a definitive  consent  statement to the limited  partners to solicit
approval  of two  amendments  to the  Partnership  agreement.  A majority of the
limited partnership units outstanding responded affirmatively and the amendments
were adopted.  These  amendments  are effective from and after November 15, 1995
and  include:  (1)  extending  the  reinvestment  period  for a maximum  of four
additional years to November 1999 and likewise delaying the start and end of the
liquidation period, and (2) eliminating the Partnership's  obligation to pay the
General Partner $241,652 of the $368,652  accrued and unpaid  management fees as
of December 31, 1996 and all additional  management  fees which would  otherwise
accrue.  The remaining  $127,000 of previously accrued management fees were paid
to the General Partner in 1999. The General Partner  subsequently  remitted this
amount  back  to  the   Partnership  in  the  form  of  an  additional   capital
contribution.

3.  Significant Accounting Policies

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

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties as finance leases or operating leases,  as appropriate.  The Partnership
presently  has only  investments  in finance  leases.  For finance  leases,  the
Partnership  records,  at the  inception of the lease,  the total  minimum lease
payments  receivable,  the estimated  unguaranteed  residual values, the initial
direct costs  related to the leases and the related  unearned  income.  Unearned
income  represents the difference  between the sum of the minimum lease payments
receivable plus the estimated unguaranteed residual minus the cost of the leased
equipment. Unearned income is recognized as finance income over the terms of the
related  leases  using the  interest  method.  Each lease is expected to provide
aggregate  contractual  rents that,  along with  residual  proceeds,  return the
Partnership's cost of its investments along with investment income.

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




<PAGE>


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

                    Notes to Financial Statements - Continued

     Disclosures  About Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments.  Separate  disclosure of fair value  information as of December 31,
2000 and 1999 with  respect  to the  Company's  assets  and  liabilities  is not
provided  because (i) SFAS No. 107 does not require  disclosures  about the fair
value of lease  arrangements  and (ii) the carrying  value of financial  assets,
other than lease related investments, and payables approximates market value.

     Allowance for Doubtful  Accounts - The Partnership  records  provisions for
bad debts to provide for estimated credit losses in the portfolio. The provision
is based on an  analysis  of  delinquency  trends  and  loss  experience  and an
assessment of overall credit risk. The  Partnership's  write-off policy is based
on an  analysis  of the aging of the  Partnership's  portfolio,  a review of the
non-performing  receivables  and leases,  and prior  collection  experience.  An
account is fully  reserved for or written off when such analysis  indicates that
the probability of collection of the account is remote. In 2000, the Partnership
recorded a $20,000 provision for bad debts and in 1998 the Partnership  reversed
$36,892 of amounts previously included in the allowance for doubtful accounts.

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

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

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

     New Accounting  Pronouncement - Effective  January 1, 2001, the Partnership
adopted  SFAS No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities," as amended. The adoption of SFAS No. 133 did not have any effect on
the Partnership's financial position or results of operations.

4.  Receivables Due in Installments

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

                        Finance
        Year            Leases           Financings            Total
        ----            ------           ----------            -----
        2001           $ 81,668           $ 13,912           $ 95,580
        2002             25,066               --               25,066
                       --------           --------           --------

                       $106,734           $ 13,912           $120,646
                       ========           ========           ========


<PAGE>


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

                    Notes to Financial Statements - Continued

5.  Allowance for Doubtful Accounts

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

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

<S>                                               <C>         <C>         <C>
Balance at December 31, 1997                      $ 50,407    $ 42,827    $ 93,234

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

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

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

Balance at December 31, 1999                        28,893      10,051      38,944

    Provision for doubtful accounts                 20,000        --          --
    Accounts written-off                              --         1,216       1,216
                                                  --------    --------    --------

Balance at December 31, 2000                      $ 48,893    $  8,835    $ 37,728
                                                  ========    ========    ========
</TABLE>

6.  Note Payable

     On February 13,  1997,  the  Partnership  borrowed  $1,500,000  from a bank
pursuant  to a forty five month term loan  agreement.  The  agreement  granted a
security  interest in certain  Partnership  lease rental payments and collateral
relating to a specified  group of leases and  financing  transactions.  The loan
bore interest at 9%, and the remaining outstanding balance was repaid in 2000.

7.  Related Party Transactions

     During the years ended  December  31, 2000,  1999 and 1998 the  Partnership
paid or accrued to the General Partner  administrative expense reimbursements of
$5,745, $12,653 and $20,288, respectively.  These reimbursements were charged to
operations.  As a result of the Partnership  Agreement  amendments  discussed in
Note 2, no management fee expense was recorded in 2000, 1999 and 1998.




<PAGE>


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

                    Notes to Financial Statements - Continued

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

8.  Tax Information (Unaudited)

     The following  table  reconciles net income (loss) for financial  reporting
purposes to income for federal  income tax purposes for the years ended December
31:
<TABLE>
<CAPTION>

                                                2000         1999         1998
                                                ----         ----         ----

<S>                                          <C>          <C>          <C>
Net (loss) income per financial statements   $(121,797)   $  46,087    $ 263,893

Differences due to:
  Direct finance leases                           (659)     292,149      367,674
  Depreciation                                    --       (278,448)    (349,769)
  Provision for losses                          20,000      (20,334)     (33,956)
  Gain (loss) on sale of equipment                --          3,864     (144,087)
  Other                                            180          491          (82)
                                             ---------    ---------    ---------

Partnership (loss) income for
  federal income tax purposes                $(102,276)   $  43,809    $ 103,673
                                             =========    =========    =========
</TABLE>

     As of December 31, 2000,  the partners'  capital  accounts  included in the
financial statements totaled $114,224 compared to the partners' capital accounts
for federal income tax purposes of $2,872,446 (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)

                    Notes to Financial Statements - Continued

9.  Quarterly Financial Data (Unaudited)

    The following table is a summary of financial data by quarter for the years
ended December 31, 2000 and 1999:
<TABLE>
<CAPTION>

                                                    For the Quarters Ended
                                   ---------------------------------------------------------

                                           March 31,      June 30,   September 30,  December 31,
                                           --------       -------    ------------   -----------

2000
----
<S>                                       <C>            <C>           <C>           <C>
    Revenues                              $   50,927     $   1,796     $(56,272)     $   5,030
                                          ==========     =========     ========      =========

    Net income (loss) allocable to
      limited partners                    $   18,684     $ (36,290)    $(71,739)     $ (31,234)
                                          ==========     =========     ========      =========

    Net income (loss) per weighted
      average limited partnership uni     $    0.09      $   (0.18)    $ (0.36)      $   (0.15)
                                          ==========     =========     ========      =========

1999
----
    Revenues                              $   35,246     $  33,047     $ 20,763      $  65,222
                                          ==========     =========     ========      =========

    Net income (loss) allocable to
      limited partners                    $    6,849     $   6,553     $ (5,915)     $  38,139
                                          ==========     =========     ========      =========

    Net income (loss) per weighted
      average limited partnership unit    $     0.03     $    0.03     $  (0.03)     $    0.20
                                          ==========     =========     ========      =========

</TABLE>

<PAGE>

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

                                December 31, 2000

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

     None

PART III

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

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

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

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

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

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

Paul B. Weiss                   President and Director

Thomas W. Martin                Executive Vice President and Director




<PAGE>


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

                                December 31, 2000

     Beaufort J. B. Clarke,  age 55, has been Chairman,  Chief Executive Officer
and Director of the General Partner since 1996.  Prior to his present  position,
Mr. Clarke was founder and the President and Chief Executive  Officer of Griffin
Equity  Partners,  Inc. Mr.  Clarke  formerly was an attorney  with Shearman and
Sterling  and has over 20 years of senior  management  experience  in the United
States leasing industry.

     Paul B. Weiss,  age 40, is President  and Director of the General  Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations  with the General  Partner since 1996,  Griffin Equity Partners (as
Executive Vice President from 1993-1996);  Gemini Financial  Holdings (as Senior
Vice  President-Portfolio  Acquisitions  from  1991-1993)  and  Pegasus  Capital
Corporation (as Vice  President-Portfolio  Acquisitions from 1988-1991).  He was
previously an investment banker and a commercial banker.

     Thomas W. Martin,  age 47, has been Executive Vice President of the General
Partner since 1996. Prior to his present position,  Mr. Martin was the Executive
Vice  President and Chief  Financial  Officer of Griffin Equity  Partners,  Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice  President-Syndications from 1985-1992). Mr.
Martin has 17 years of senior management experience in the leasing business.

Item 11.  Executive Compensation

     The Partnership  has no directors or officers.  The General Partner and its
affiliates  were  paid or  accrued  the  following  reimbursement  for costs and
expenses for the years ended December 31, 2000, 1999 and 1998.
<TABLE>
<CAPTION>

      Entity           Capacity       Type of Compensation   2000     1999     1998
      ------           --------       --------------------   ----     ----     ----

<S>                 <C>              <C>                    <C>     <C>      <C>
ICON Capital Corp.  General Partner  Administrative expense
                                       reimbursements       $5,745  $12,653  $20,288
                                                            ------  -------  -------
                                                            $5,745  $12,653  $20,288
                                                            ======  =======  =======
</TABLE>

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


<PAGE>


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

                                December 31, 2000

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 19, 2001,  Directors and Officers of the General Partner do not
     own any equity securities of the Partnership.

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

         Title                    Amount Beneficially             Percent
       of Class                          Owned                   of Class
       --------                   ------------------             --------
 General Partner Interest     Represents initially a 1% and        100%
                              potentially a 10% interest in
                              the Partnership's income, gain
                              and loss deductions.

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

Item 13.  Certain Relationships and Related Transactions
          ----------------------------------------------

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

PART IV

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

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

    2.  Financial Statement Schedule - None.

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


<PAGE>


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

                                December 31, 2000

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

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

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

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

     (iv) Form of Management  Agreement  between the  Partnership  and Crossgate
          Leasing,  Inc.  (Incorporated  herein by reference to Exhibit 10.01 to
          Amendment No. 1 to Form S-1 Registration  Statement No. 33-28145 filed
          with the Securities and Exchange Commission on June 12, 1989)

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

(b) Reports on Form 8-K

     No  reports on Form 8-K were filed by the  Partnership  during the  quarter
ended December 31, 2000.



<PAGE>


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

                                December 31, 2000

                                   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, 2001           /s/ Beaufort J. B. Clarke
                                -----------------------------------------------
                                Beaufort J. B. Clarke
                                Chairman, Chief Executive Officer and Director


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

ICON Capital Corp.
sole General Partner of the Registrant

Date:  March 28, 2001            /s/ Beaufort J. B. Clarke
                                 ----------------------------------------------
                                 Beaufort J. B. Clarke
                                 Chairman, Chief Executive Officer and Director



Date:  March 28, 2001            /s/ Paul B. Weiss
                                 ----------------------------------------------
                                 Paul B. Weiss
                                 President and Director


Date:  March 28, 2001            /s/ Thomas W. Martin
                                 ----------------------------------------------
                                 Thomas W. Martin
                                 Executive Vice President
                                 (Principal Financial and Accounting Officer)


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


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