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

For the fiscal year ended             December 31, 2002
                          -----------------------------------------------------
                                       or

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

Commission File Number                          0-28136
                       --------------------------------------------------------

                        ICON Cash Flow Partners L.P. Six
             (Exact name of registrant as specified in its charter)

        Delaware                                            13-3723089
---------------------------------------         -------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification Number)

          100 Fifth Avenue, 10th Floor  New York, New York         10011
-------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code            (212) 418-4700
                                                   ----------------------------

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

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

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2) [ ] Yes [X] No

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last day of the registrant's most recently  completed second fiscal quarter:
Not applicable.  There is no established market for units of limited partnership
interest in the registrant.


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002

                                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                                                 4

6.   Selected Consolidated Financial and Operating Data                      5

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                   6-10

7A.  Qualitative and Quantitative Disclosures About Market Risk              10

8. Consolidated Financial Statements and Supplementary Data               11-35

9. Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                     36

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                      36-37

11. Executive Compensation                                                   37

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                          37

13.  Certain Relationships and Related Transactions                          37

14. Controls and Procedures                                                  38

PART IV

15. Exhibits, Financial Statement Schedules and Reports on Form 8-K       38-39

SIGNATURES                                                                   40

Certifications                                                            41-44


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002

PART I

Item 1.  Business
         --------

General Development of Business

     ICON Cash Flow Partners L.P. Six (the  "Partnership") was formed on July 8,
1993 as a Delaware  limited  partnership.  The  Partnership  commenced  business
operations on its initial  closing date,  March 31, 1994,  with the admission of
16,537.73 limited partnership units at $100 per unit representing  $1,653,773 of
capital  contributions.  Between  April 1, 1994 and  November 8, 1995 (the final
closing date),  367,319.39  additional  units were admitted,  bringing the total
admissions to 383,857.12 units aggregating $38,385,712 in capital contributions.
Between 1995 and 2002 the  Partnership  redeemed  5,598.65  limited  partnership
units leaving 378,258.47  limited  partnership units outstanding at December 31,
2002. The sole general partner is ICON Capital Corp. (the "General Partner").

     The  Partnership's  reinvestment  period  ended  November  11, 2000 and the
Partnership immediately commenced its disposition period. 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.

Segment Information

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

Narrative Description of Business

     The  Partnership is an equipment  leasing fund. The principal  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: (1) acquired a diversified portfolio of short-term,  high-yield
lease and financing  transactions,  (2) make monthly cash  distributions  to its
limited  partners from cash from  operations and cash from sales and disposition
of  equipment,   commencing  with  each  limited  partner's   admission  to  the
Partnership;   (3)  re-invested   substantially  all  undistributed   cash  from
operations  and cash from sales of equipment and financing  transactions  during
the reinvestment period; and (4) begun to sell the Partnership's investments and
distribute the cash from sales of such investments to its limited partners.

     The equipment leasing industry is highly competitive.  When seeking leasing
transactions for acquisition,  the Partnership  competed 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. Because the reinvestment period of the Partnership has ended, it will
no longer be competing for  acquisitions.  However,  competition  and supply and
demand may affect the  Partnership's  ability to optimize value upon the sale of
its equipment.



<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002

     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, 2002 and 2001,  the  Partnership  did not
finance or purchase any new equipment.

     The lease of an aircraft to Aerovias de Mexico, S.A. de C.V. ("Aeromexico")
represents  more  than  10% of the  Partnership's  revenue  for the  year  ended
December 31, 2002.  The carrying value of the  Aeromexico  aircraft  represented
approximately 73.9% of the Partnership's assets at December 31, 2002.

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  Company,  from  time-to-time,  in the  ordinary  course  of  business,
commences  legal actions when  necessary to protect or enforce the rights of the
Partnership. We are not a defendant party to any litigation and are not aware of
any pending or threatened litigation against the Partnership.

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

     No matters were submitted to a vote of security holders during the year
ended 2002.

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 units. It
is unlikely that any such market will develop.

                                       Number of Equity Security Holders
         Title of Class                          as of December 31,

                                             2002             2001
                                             ----             ----

         Limited Partners                     2,267           2,267
         General Partner                          1               1



<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002

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

                                                                  Year Ended December 31,
                                                                  -----------------------

<S>                                          <C>            <C>            <C>             <C>            <C>
                                             2002           2001           2000            1999           1998
                                             ----           ----           ----            ----           ----

Total revenue                           $   4,835,007  $    4,724,024  $   5,893,091  $   5,036,158  $   6,162,370
                                        =============  ==============  =============  =============  =============
Net income (loss)                       $     114,894  $     (348,138) $   2,289,451  $   1,221,020  $     467,639
                                        =============  ==============  =============  =============  =============
Net income (loss) allocable to
   limited partners                     $     113,745  $     (344,657) $   2,266,556  $   1,208,810  $     462,963
                                        =============  ==============  =============  =============  =============
Net income (loss) allocable
   to the General Partner               $       1,149  $       (3,481) $      22,895  $      12,210  $       4,676
                                        =============  ==============  =============  =============  =============
Weighted average limited
   partnership units outstanding              378,278         378,288  $     378,383        379,187        379,984
                                        =============  ==============  =============  =============  =============
Net income (loss) per weighted
   average limited partnership unit     $         .30  $        (.91)  $        5.99  $        3.19  $       1.22
                                        =============  =============   =============  =============  ============

Distributions to limited partners       $   2,462,627  $    3,488,143  $   3,858,906  $   4,075,766  $   4,085,189
                                        =============  ==============  =============  =============  =============
Distributions to the General Partner    $      24,875  $       35,204  $      38,995  $      41,178  $      41,261
                                        =============  ==============  =============  =============  =============

                                                                      December 31,
                                    ------------------------------------------------------------------------------
                                      2002              2001             2000           1999             1998
                                      ----              ----             ----           ----             ----

Total assets                   $     17,096,062  $    26,589,619  $     36,337,813  $  38,616,693  $    44,487,621
                               ================  ===============  ================  =============  ===============

Partners' equity               $      7,089,371  $     9,463,279  $     13,334,764  $  14,951,046  $    17,884,454
                               ================  ===============  ================  =============  ===============


</TABLE>


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002

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, operating leases and equity investments in unconsolidated joint ventures
representing  9%,  82%,  and 6% of  total  investments  at  December  31,  2002,
respectively,  and 28%, 67%, and 5% of total  investments  at December 31, 2001,
respectively.  The  Partnership did not finance or purchase any new equipment in
2002 or 2001.

     Forward-Looking  Information - The following discussion and analysis should
be read in conjunction with the audited  financial  statements  included herein.
Certain   statements   within  this  document  may  constitute   forward-looking
statements made pursuant to the safe harbor provision of the Private  Securities
Litigation  Reform Act of 1995. These statements are identified by words such as
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and similar  expressions.  This information may involve risks and  uncertainties
that could cause actual results to differ  materially  from the  forward-looking
statements. Although the Partnership believes that the expectations reflected in
such  forward-looking  statements  are  based on  reasonable  assumptions,  such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ materially from those projected.


Critical Accounting Policies and Management Estimates

     The policies  discussed  below are considered by the General  Partner to be
critical to an understanding of the Partnership's  financial  statements because
their application  places the most significant  demands on the General Partner's
judgments,  with financial  reporting  results  relying on estimation  about the
effects of  matters  that are  inherently  uncertain.  Specific  risks for these
critical accounting policies are described in the following paragraphs.  For all
of these  policies,  the General  Partner  cautions  that future  events  rarely
develop  exactly  as  forecast,   and  the  best  estimates   routinely  require
adjustment.

     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 in the United States of
America  requires  management to make estimates and assumptions  that affect the
reported  amounts  of  assets  and  liabilities  at the  dates of the  financial
statements and revenues and expenses during the reporting  periods.  Significant
estimates include the allowance for doubtful accounts and unguaranteed  residual
values.  Management  believes  that the estimates  and  assumptions  utilized in
preparing its financial  statements are  reasonable and prudent.  Actual results
could  differ  from those  estimates.  In  addition,  management  is required to
disclose contingent assets and contingent liabilities.

     Leases  and  Revenue  Recognition  - The  Partnership  accounts  for  owned
equipment  leased to third  parties as finance  leases or operating  leases,  as
appropriate.  For finance leases, the Partnership  records,  at the inception of
the  lease,  the  total  minimum  lease  payments   receivable,   the  estimated
unguaranteed residual values, the initial direct costs related to the leases and
the related unearned income.  Unearned income represents the difference  between
the sum of the minimum lease payments receivable plus the estimated unguaranteed
residual minus the cost of the leased  equipment.  Unearned income is recognized
as  finance  income  over the terms of the  related  leases  using the  interest
method.  For operating leases,  equipment is recorded at cost and is depreciated
on the  straight-line  method  over the  lease  terms to their
<PAGE>


                                 ICON Cash Flow
               Partners L.P. Six (A Delaware Limited Partnership)

                                December 31, 2002

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 are included in other assets.  Initial
direct costs of finance leases are  capitalized and are amortized over the terms
of the  related  leases  using the  interest  method.  Initial  direct  costs of
operating leases are capitalized and amortized on the straight-line  method over
the lease terms.

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

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership  from re-lease or sale of the equipment.  Generally,
third party appraisals, reviews of future cash flows and anticipated future cash
flows and detailed market  analyses are used as the basis for measuring  whether
an impairment loss should be recognized.

     Allowance for Doubtful  Accounts - The Partnership  records a provision for
doubtful  accounts to provide for estimated credit losses in its 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.

Results of Operations

Years ended December 31, 2002 and 2001

     For the years ended  December 31, 2002 and 2001,  the  Partnership  did not
finance or purchase any new equipment.

     Revenues for the year ended December 31, 2002 were $4,835,007, representing
an increase of $110,983  or 2.3% from 2001.  The  increase in revenues  resulted
primarily from an increase in income from equity  investments in  unconsolidated
joint ventures of $1,617,848. This was the result of reversals of provisions for
bad debts recorded by one of the underlying joint ventures,  1997-A, of $268,834
in 2002 versus a provision for bad debts for 1997-A and another underlying joint
venture,  1997-B,  of $1,825,000 and  $2,162,304,  respectively,  in 2001.  This
increase  to revenue  was  partially  offset by a decrease  in rental  income of
$992,897.  The  decrease  was due to the  expiration  of  operating  leases (and
subsequent



<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002

sale of underlying  equipment).  Finance lease income also decreased by $381,546
due primarily to the continued  collection of rentals reducing the investment in
financing leases, on which finance lease income is based.

     Expenses for the year ended December 31, 2002 were $4,720,113, representing
a decline of  $352,049  or 6.9% from 2001.  The  decline  in  expenses  resulted
primarily  from a decrease  in interest  expense of  $426,130.  The  decrease in
interest  expense resulted from a reduction in the average debt outstanding from
2001  to  2002.   Additionally,   management  fees  decreased  by  $161,596  and
administrative expense  reimbursements  decreased by $97,886. Both were a result
of the  reduction  in the average  size of the finance  lease  portfolio.  These
decreases  were  partially  offset by an increase in general and  administrative
expenses of $237,913,  brought on by an increase in professional  fees. As well,
depreciation  expense  increased by $116,593.  This increase was the result of a
change  (reduction)  in the estimate of the residual value of an aircraft in the
fourth quarter of 2001.

     Net  income  (loss)  for the years  ended  December  31,  2002 and 2001 was
$114,894  and  $(348,138),  respectively.  The net income  (loss)  per  weighted
average  limited  partnership  unit  was  $.30 and  $(.91)  for  2002 and  2001,
respectively.

Years Ended December 31, 2001 and 2000

     Revenues for the year ended December 31, 2001 were $4,724,024, representing
a decrease of $1,169,067 or 19.8% from 2001.  The decrease in revenues  resulted
primarily  from a decline in finance lease income of  $1,730,265.  Finance lease
income  decreased  primarily  as a result of renewal  rent  received  on certain
leases which was in excess of the remaining  residual values of those leases and
to a lesser  extent  from a decrease in the  average  size of the finance  lease
portfolio  from 2000 to 2001.  Additionally,  income from equity  investments in
unconsolidated joint ventures decreased $1,568,036 to a loss of $1,478,502.  The
loss  was  the  result  of  provisions  for  bad  debts  recorded  by two of the
underlying  joint  ventures,  1997-A and 1997-B of  $1,825,000  and  $2,162,304,
respectively,  in the 2001  period  versus  provisions  for 1997-A and 1997-B of
$850,000 and $500,000,  respectively,  in the 2000 period.  These decreases were
offset by an increase in rental income of $1,618,942. Rental income increased as
a result of the  Partnership's  acquisition  of a portfolio of  operating  lease
equipment  in the  fourth  quarter  of 2000.  Gains on sales of  equipment  also
increased  by  $679,459.  This was a result  of an  increase  in the  amount  of
equipment  sold  where the  proceeds  received  were in excess of the  remaining
carrying value.

     Expenses for the year ended December 31, 2001 were $5,072,162, representing
an increase  of  $1,468,522  or 40.8% from 2001.  The  increase in expenses  was
primarily  the result of an  increase  in  depreciation  expense of  $1,332,011.
Depreciation  expense  increased  as a  result  of a change  (reduction)  in the
estimate of the  residual  value of an  aircraft  in the forth  quarter of 2001.
Additionally, interest expense increased by $102,389. This was due to additional
borrowings related to the lease acquisitions in the fourth quarter of 2000.

     Net  (loss)  income  for the years  ended  December  31,  2001 and 2000 was
$(348,138)  and  $2,289,451,  respectively.  The net (loss)  income per weighted
average  limited  partnership  unit was  $(.91)  and  $5.99  for 2001 and  2000,
respectively.


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002

Liquidity and Capital Resources

     The Partnership's  primary sources of liquidity in 2002, 2001 and 2000 were
proceeds from sales of equipment of  $2,309,673,  $3,121,860  and $1,708,805 and
distributions  from  unconsolidated  joint  ventures of  $508,966,  $211,516 and
$152,303. These funds were used to pay operating expenses and cash distributions
to partners.  The Partnership  made  distributions  to limited  partners for the
years ended  December  31, 2002,  2001 and 2000 of  $2,462,627,  $3,488,143  and
$3,858,906, respectively.

     The  Partnership's  reinvestment  period  ended  November  11, 2000 and the
disposition period began on November 12, 2000. 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. 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 generated during the period.

     As of December 31, 2002, except as noted above,  there were no known trends
or  demands,  commitments,  events or  uncertainties  which are likely to have a
material  effect on liquidity.  As cash is realized from operations and sales of
equipment,  the Partnership  will distribute  substantially  all available cash,
after retaining  sufficient cash to meet its reserve  requirements and recurring
obligations.

New Accounting Pronouncements

     In June 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 143,  "Accounting for
Asset  Retirement  Obligations"  ("SFAS No. 143") which is effective  for fiscal
years beginning after June 15, 2002. SFAS No. 143 addresses financial accounting
and  reporting  for  obligations  associated  with the  retirement  of  tangible
long-lived  assets and the associated  asset  retirement  costs. The Partnership
does not expect that the adoption of SFAS No. 143 will have a material impact on
its financial position, results of operations or cash flows.

     Effective   January  1,  2002,  the  Partnership   adopted  SFAS  No.  144,
"Accounting  for the  Impairment  or Disposal of Long-Lived  Assets"  ("SFAS No.
144"). This statement requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison  of the  carrying  amount of an asset to the future net
cash flows expected to be generated by the asset.  If the carrying amount of the
asset  exceeds  its  estimated  future  cash  flows,  an  impairment  charge  is
recognized  by the amount by which the carrying  amount of the asset exceeds the
fair value of the asset.  SFAS No. 144 requires  companies to separately  report
discontinued  operations  and extends that reporting to a component of an entity
that either has been disposed of (by sale,  abandonment or in a distribution  to
the  owners)  or  classified  as held for  sale.  Assets to be  disposed  of are
reported  at the lower of the  carrying  amount or fair  value less the costs to
sell. The adoption of SFAS No. 144 did not have any effect on the  Partnership's
financial  position or results of operations  as the  provisions of SFAS No. 144
are similar to the Partnership's current policy for impairment review.


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002

     Effective January 1, 2002, the Partnership adopted SFAS No. 145, "Recession
of FASB  Statements  No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and
Technical  Corrections"  ("SFAS  No.  145").  SFAS No.  145  amends  SFAS No. 13
Accounting  for  Leases to  eliminate  an  inconsistency  between  the  required
accounting  for  sale-leaseback  transactions  and the required  accounting  for
certain  lease  modifications  that have  economic  effects  that are similar to
sale-leaseback  transactions.   The  provisions  of  the  Statement  related  to
Statement No. 13 were effective for  transactions  occurring after May 15, 2002,
the  adoption  of which  did not have a  material  effect  on the  Partnership's
financial statements.

     On July 30,  2002,  the FASB  issued  SFAS No.  146  "Accounting  for Costs
Associated  with Exit or Disposal  Activities"  ("SFAS No.  146").  The standard
replaced   Emerging  Issues  Task  Force  (EITF)  issue  No.  94-3,   "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including  Certain Costs Incurred in a  Restructuring)"  and requires
companies to recognize costs  associated  with exit or disposal  activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan.  Examples of costs covered by the standard include lease termination costs
and certain  employee  severance costs that are associated with a restructuring,
discontinued operation,  plant closing, or other exit or disposal activity. SFAS
No. 146 is  effective  prospectively  to exit or disposal  activities  initiated
after December 31, 2002.  The impact on the  Partnership's  financial  statement
from the  application  of this  standard  is  dependent  on any exit or disposal
activities in 2003.

     The Partnership does not believe that any other recently issued but not yet
effective  accounting standards will have a material effect on the Partnership's
financial position or results of operations.

     We do not  consider  the impact of inflation to be material in the analysis
of our overall operations.

Item 7A.  Qualitative and Quantitative Disclosures About Market Risk
          ----------------------------------------------------------

     The  Partnership is exposed to certain market risks,  primarily  changes in
interest  rates  and  the  demand  for  equipment  and  residuals  owned  by the
Partnership  and its  investees.  Except as  discussed  below,  the  Partnership
believes  its  exposure  to other  market  risks are  insignificant  to both its
financial position and results of operations.

     National Steel, with whom the Partnership has an operating lease, filed for
bankruptcy  protection in 2002. National Steel has not disaffirmed its lease and
continues to make its quarterly  lease payments and is current  through  January
2003. The bankruptcy  court has not ruled on the affirmation of the leases as of
the date of this report.

     The  Partnership  manages its interest  rate risk by  obtaining  fixed rate
debt. The fixed rate debt service  obligation  streams are generally  matched by
fixed  rate  lease  receivable  streams  generated  by the  Partnership's  lease
investments.

     The  Partnership  manages its  exposure to equipment  and residual  risk by
monitoring the equipment leasing market and maximizing the re-marketing proceeds
received.






<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002

Item 8.  Consolidated Financial Statements and Supplementary Data
         --------------------------------------------------------

                   Index to Consolidated Financial Statements
<TABLE>
<CAPTION>
<S>                                                                       <C>

                                                                             Page Number

Independent Auditors' Reports                                                     13-14

Consolidated Balance Sheets as of December 31, 2002 and 2001                         15

Consolidated Statements of Operations for the Years Ended
  December 31, 2002, 2001 and 2000                                                   16

Consolidated Statements of Changes in Partners' Equity for the Years Ended
  December 31, 2002, 2001 and 2000                                                   17

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2002, 2001 and 2000                                                18-20

Notes to Consolidated Financial Statements                                        21-35


</TABLE>

<PAGE>










                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                        Consolidated Financial Statements

                                December 31, 2002

                   (With Independent Auditors' Report Thereon)



<PAGE>











                          INDEPENDENT AUDITOR'S REPORT


The Partners
ICON Cash Flow Partners L.P. Six:

We have audited the  accompanying  consolidated  balance sheet of ICON Cash Flow
Partners L.P. Six (a Delaware  limited  partnership) as of December 31, 2002 and
the related consolidated  statements of operations,  changes in partners' equity
and cash flows for the year then ended. These consolidated  financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an  opinion  on these  consolidated  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 November 11,
2000  and the  disposition  period  began  on  November  12,  2000.  During  the
disposition   period  the  Partnership  has  and  will  continue  to  distribute
substantially all distributable  cash from operations and equipment sales to the
partners and begin the orderly termination of its operations and affairs.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of ICON Cash Flow
Partners L.P. Six as of December 31, 2002 and the results of its  operations and
its cash flows for the year then ended in conformity with accounting  principles
generally accepted in the United States of America.


                                       /s/ Hays & Company LLP
                                       ------------------------
                                       Hays & Company LLP



March 13, 2003
New York, New York


<PAGE>











                          INDEPENDENT AUDITOR'S REPORT


The Partners
ICON Cash Flow Partners L.P. Six:

We have audited the  accompanying  consolidated  balance sheet of ICON Cash Flow
Partners L.P. Six (a Delaware  limited  partnership) as of December 31, 2001 and
the related consolidated statements of operations,  changes in partners' equity,
and cash flows for each of the years in the two year period  ended  December 31,
2001. These  consolidated  financial  statements are the  responsibility  of the
partnership's  management.  Our responsibility is to express an opinion on these
consolidated 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 November 11,
2000. The disposition  period began on November 12, 2000. During the disposition
period the Partnership  has, and will continue to distribute  substantially  all
distributable cash from operations and equipment sales to the partners and begin
the orderly termination of its operations and affairs.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of ICON Cash Flow
Partners L.P. Six as of December 31, 2001 and the results of its  operations and
its cash flows for each of the years in the two year period  ended  December 31,
2001, in conformity with accounting  principles generally accepted in the United
States of America.



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


April 15, 2002
New York, New York



<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                           Consolidated Balance Sheets

                                  December 31,

<TABLE>
<CAPTION>
<S>                                                                                 <C>                 <C>
                                                                                    2002                2001
                                                                                    ----                ----
       Assets

Cash and cash equivalents                                                     $       203,739     $      384,816
                                                                              ---------------     --------------

Investment in finance leases
   Minimum rents receivable                                                           755,103          5,635,382
   Estimated unguaranteed residual values                                           1,105,178          2,033,755
   Initial direct costs                                                                   706              5,563
   Unearned income                                                                    (26,665)          (650,225)
   Allowance for doubtful accounts                                                   (277,068)          (277,068)
                                                                              ---------------     --------------
                                                                                    1,557,254          6,747,407
                                                                              ---------------     --------------
Investment in operating leases
   Equipment, at cost                                                              21,965,262         22,051,594
   Accumulated depreciation                                                        (7,876,081)        (5,831,958)
                                                                              ---------------     --------------
                                                                                   14,089,181         16,219,636

Investments in unconsolidated joint ventures                                        1,019,138          1,321,509
                                                                              ---------------     --------------

Other assets, net                                                                     226,750          1,916,251
                                                                              ---------------     --------------

Total assets                                                                  $    17,096,062     $   26,589,619
                                                                              ===============     ==============

       Liabilities and Partners' Equity

Notes payable - non-recourse                                                  $     9,190,418     $   15,596,106
Security deposits and deferred credits                                                373,569          1,022,524
Accounts payable - other                                                              299,706            340,828
Deferred gain                                                                          67,249                --
Accounts payable - General partner and affiliate                                        7,138             94,812
Minority interest in joint venture                                                     68,611             72,070
                                                                              ---------------     --------------

Total liabilities                                                                  10,006,691         17,126,340
                                                                              ---------------     --------------

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                                                   (256,804)          (233,078)
   Limited partners (378,258 and 378,288 units outstanding,
     $100 per unit original issue price)                                            7,346,175          9,696,357
                                                                              ---------------     --------------
     Total partners' equity                                                         7,089,371          9,463,279
                                                                              ---------------     --------------

Total liabilities and partners' equity                                        $    17,096,062     $   26,589,619
                                                                              ===============     ==============



</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Operations

                        For the Years Ended December 31,

<TABLE>
<CAPTION>
<S>                                                                    <C>             <C>              <C>
                                                                       2002            2001             2000
                                                                       ----            ----             ----
Revenues

   Rental income                                                  $    3,093,545   $   4,086,442   $   2,467,500
   Finance lease income                                                  446,985         828,531       2,558,796
   Gains on sales of equipment                                         1,153,371       1,269,006         589,547
   Income (loss) from investments in
      unconsolidated joint ventures                                      139,346      (1,478,502)         89,534
   Other income                                                            1,760          18,547         187,714
                                                                  --------------   -------------   -------------

   Total revenues                                                      4,835,007       4,724,024       5,893,091
                                                                  --------------   -------------   -------------

Expenses

   Depreciation                                                        2,073,803       1,957,210         625,199
   Interest                                                            1,604,884       2,031,014       1,928,625
   General and administrative                                            577,829         339,916         291,257
   Management fees - General Partner                                     320,138         481,734         466,522
   Administrative expense reimbursements
     - General Partner                                                   142,061         239,947         232,159
   Amortization of initial direct costs                                    4,857          16,669          42,778
   Provision for bad debts                                                    -          -                 9,763
   Minority interest (income) expense                                     (3,459)          5,672           7,337
                                                                  --------------   -------------   -------------

   Total expenses                                                      4,720,113       5,072,162       3,603,640
                                                                  --------------   -------------   -------------

Net income (loss)                                                 $      114,894   $    (348,138)  $   2,289,451
                                                                  ==============   =============   =============

Net income (loss) allocable to:
   Limited partners                                               $      113,745   $    (344,657)  $   2,266,556
   General Partner                                                         1,149          (3,481)         22,895
                                                                  --------------   -------------   -------------

                                                                  $      114,894   $    (348,138)  $   2,289,451
                                                                  ==============   =============   =============

Weighted average number of limited
   partnership units outstanding                                         378,278         378,288         378,383
                                                                  ==============   =============   =============

Net income (loss) per weighted average
   limited partnership unit                                       $         .30    $        (.91)  $        5.99
                                                                  =============    =============   =============




</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Consolidated Statements of Changes in Partners' Equity

              For the Years Ended December 31, 2002, 2001 and 2000

<TABLE>
<CAPTION>


                                    Limited Partner Distributions

<S>                                 <C>            <C>             <C>              <C>                  <C>
                                       Return of   Investment         Limited         General
                                        Capital      Income          Partners         Partner            Total
                                        -------      ------          --------         -------            -----
                                     (Per weighted average unit)

Balance at
   January 1, 2000                                               $    15,129,339   $    (178,293)  $    14,951,046

Cash distributions
   to partners                          $  4.21      $   5.99         (3,858,906)        (38,995)       (3,897,901)

Limited partnership units
   redeemed (200 units)                                                   (7,832)            -              (7,832)

Net income                                                             2,266,556          22,895         2,289,451
                                                                 ---------------   -------------   ---------------

Balance at
   December 31, 2000                                                  13,529,157        (194,393)       13,334,764

Cash distributions
   to partners                          $  9.22      $  -             (3,488,143)        (35,204)       (3,523,347)

Net loss                                                                (344,657)         (3,481)         (348,138)
                                                                 ---------------   -------------   ---------------

Balance at
   December 31, 2001                                                   9,696,357        (233,078)        9,463,279

Cash distributions
   to partners                          $  6.21      $    .30         (2,462,627)        (24,875)       (2,487,502)

Limited partnership units
   redeemed (30 units)                                                    (1,300)            -              (1,300)

Net income                                                               113,745           1,149           114,894
                                                                 ---------------   -------------   ---------------

Balance at
   December 31, 2002                                             $     7,346,175   $    (256,804)  $     7,089,371
                                                                 ===============   =============   ===============



</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                      Consolidated Statements of Cash Flows

                        For the Years Ended December 31,

<TABLE>
<CAPTION>
<S>                                                                   <C>              <C>              <C>
                                                                      2002             2001             2000
                                                                      ----             ----             ----

Cash flows from operating activities:
   Net income (loss)                                            $     114,894     $     (348,138)  $   2,289,451
                                                                -------------     --------------   -------------
   Adjustments to reconcile net income (loss) to
     net cash provided by operating activities:
     Depreciation                                                   2,073,803          1,957,210         625,199
     Provision for doubtful accounts                                      -           -                    9,763
     Rental income - paid directly to lenders by lessees           (2,914,890)        (3,993,234)     (2,467,500)
     Finance income portion of receivables paid directly
       to lenders by lessees                                         (402,157)          (599,313)     (1,244,276)
     Amortization of initial direct costs and loan fees               134,001            145,813         118,112
     Gains on sales of equipment                                   (1,153,371)        (1,269,006)       (589,547)
     (Income) loss from investments in unconsolidated
       joint ventures                                                (139,346)         1,478,502         (89,534)
     Interest expense on non-recourse financing
       paid directly by lessees                                     1,475,740          1,901,870       1,850,592
     Minority interest (income) expense in consolidated
       joint venture                                                   (3,459)             5,672           7,337
     Changes in operating assets and liabilities, net                 303,871          1,469,395       1,223,384
                                                                -------------     --------------   -------------
         Total adjustments                                           (625,808)         1,096,909        (556,470)
                                                                -------------     --------------   -------------

       Net cash (used in) provided by operating activities           (510,914)           748,771       1,732,981
                                                                -------------     --------------   -------------

Cash flows from investing activities:
   Proceeds from sales of equipment                                 2,309,673          3,121,860       1,708,805
   Equipment purchased                                                    -           -               (4,097,323)
   Distributions received from
     unconsolidated joint ventures                                    508,966            211,516         152,303
   Investments in unconsolidated joint ventures                           -                 (283)     (2,364,005)
   Proceeds from disposition of investment in
     unconsolidated joint venture                                         -           -                2,362,500
                                                                -------------     --------------   -------------

       Net cash provided by (used in) investing activities          2,818,639          3,333,093      (2,237,720)
                                                                -------------     --------------   -------------






</TABLE>




                                                       (continued on next page)


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

               Consolidated Statements of Cash Flows - (Continued)
<TABLE>
<CAPTION>


<S>                                                                   <C>              <C>              <C>
                                                                      2002             2001             2000
                                                                      ----             ----             ----

Cash flows from financing activities:
   Cash distributions to partners                                  (2,487,502)        (3,523,347)     (3,897,901)
   Proceeds from notes payable - non-recourse debt                        -           -               11,752,147
   Principal payment on notes payable - non-recourse debt                 -           (1,012,598)    (10,391,160)
   Principal payments on non-recourse secured financing                   -           -                 (103,145)
   Redemption of limited partnership units                             (1,300)        -                   (7,832)
                                                                -------------     --------------   -------------

       Net cash used in financing activities                       (2,488,802)        (4,535,945)     (2,647,891)
                                                                -------------     --------------   -------------

Net decrease in cash and cash equivalents                            (181,077)          (454,081)     (3,152,630)

Cash and cash equivalents at beginning of year                        384,816            838,897       3,991,527
                                                                -------------     --------------   -------------

Cash and cash equivalents at end of year                        $     203,739     $      384,816   $     838,897
                                                                =============     ==============   =============

</TABLE>




                                                      (continued on next page)


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                      Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

     For the years ended December 31, 2002, 2001 and 2000, non-cash activities
included the following:
<TABLE>
<CAPTION>


<S>                                                             <C>                  <C>                <C>
                                                                2002                 2001               2000
                                                                ----                 ----               ----

Principal and interest on direct finance receivables
  paid directly to lenders by lessees                      $     4,966,538    $      2,494,611    $      3,446,102
Rental income  paid directly to lenders by lessees               2,914,890           3,993,234           2,467,500
Principal and interest on non-recourse financing
  paid directly to lenders by lessees                           (7,881,428)         (6,487,845)         (5,913,602)
Fair value of equipment and receivables purchased
  for debt                                                             -          -                     (3,218,916)
Non-recourse notes payable assumed in
  purchase price                                                       -                 -               3,218,916
                                                           ---------------    ----------------    ----------------

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


                                                                   2002               2001                2000
                                                                   ----               ----                ----

Interest expense:
   Interest paid directly to lenders
    by lessees pursuant to non-recourse financings         $     1,475,740    $      1,901,870    $      1,850,592
   Other interest                                                  129,144             129,144              78,033
                                                           ---------------    ----------------    ----------------

Total interest expense                                     $     1,604,884    $      2,031,014    $      1,928,625
                                                           ===============    ================    ================





</TABLE>


See accompanying notes to consolidated financial statements.





<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                   Notes to Consolidated Financial Statements

              For the Years Ended December 31, 2002, 2001 and 2000

1.   Organization

     ICON Cash Flow Partners L.P. Six (the  "Partnership") was formed on July 8,
1993 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,  to  enter  into  secured  financing
transactions.  The  Partnership  commenced  business  operations  on its initial
closing  date,  March  31,  1994,  with  the  admission  of  16,537.73   limited
partnership  units  at  $100  per  unit   representing   $1,653,773  of  capital
contributions.  Between  April 1, 1994 and  November 8, 1995 (the final  closing
date), 367,319.39 additional units were admitted,  bringing the total admissions
to 383,857.12 units aggregating  $38,385,712 in capital  contributions.  Between
1995  and 2002 the  Partnership  redeemed  5,598.65  limited  partnership  units
leaving 378,258.47 limited partnership units outstanding at December 31, 2002.

     The  Partnership's  reinvestment  period  ended  November  11, 2000 and the
Partnership  began the disposition  period.  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.

     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  from sales of all  units.  The
General  Partner  received  organization  and offering  expenses  from the gross
proceeds  of  such  sales.  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 expenses aggregated  $5,182,071  (including $2,111,214 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 accounting principles generally accepted in the United States of
America  requires  management to make estimates and assumptions  that affect the
reported  amounts  of  assets  and  liabilities  at the  dates of the  financial
statements and revenues and expenses during the reporting  periods.  Significant
estimates include the allowance for doubtful accounts and unguaranteed  residual
values. Management believes that the estimates and assumptions utilized in



<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

preparing its financial  statements are  reasonable and prudent.  Actual results
could  differ  from those  estimates.  In  addition,  management  is required to
disclose contingent assets and contingent liabilities.

     Consolidation - The consolidated  financial statements include the accounts
of the  Partnership  and its  majority  owned  subsidiaries.  All  inter-company
accounts and transactions have been eliminated in consolidation. The Partnership
accounts  for its  interests  in less than 50% owned  joint  ventures  under the
equity  method  of  accounting.   In  such  cases,  the  Partnership's  original
investments are recorded at cost and adjusted for its share of earnings,  losses
and distributions thereafter.

     Cash and Cash  Equivalents - Cash and cash  equivalents are defined as cash
in banks and highly liquid  investments  with original  maturity  dates of three
months or less. The Partnership's cash and cash equivalents are held principally
at one financial institution and at times may exceed insured limits.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties as finance  leases or  operating  leases,  as  appropriate.  For finance
leases,  the  Partnership  records,  at the  inception  of the lease,  the total
minimum lease payments receivable,  the estimated  unguaranteed residual values,
the initial direct costs related to the leases and the related  unearned income.
Unearned income  represents the difference  between the sum of the minimum lease
payments receivable plus the estimated  unguaranteed  residual minus the cost of
the leased  equipment.  Unearned income is recognized as finance income over the
terms of the related  leases using the interest  method.  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 are
included in other assets. Initial direct costs of finance leases are capitalized
and are  amortized  over the terms of the  related  leases  using  the  interest
method.  Initial direct costs of operating  leases are capitalized and amortized
on the straight-line method over the lease terms.

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

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from release or resale of the equipment.  Generally,
third party appraisals, reviews of future cash flows and anticipated future cash
flows and detailed market  analyses are used as the basis for measuring  whether
an impairment loss should be recognized.




<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     Allowance for Doubtful  Accounts - The Partnership  records a provision for
doubtful  accounts to provide for estimated credit losses in its 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.

     Disclosures  About Fair  Value of  Financial  Instruments  -  Statement  of
Financial  Accounting  Standards  No.  107,  "Disclosures  about  Fair  Value of
Financial Instruments" ("SFAS 107") requires disclosures about the fair value of
financial  instruments.  Separate  disclosure  of fair value  information  as of
December  31,  2002  and 2001  with  respect  to the  Partnership's  assets  and
liabilities  is not provided  because (i) SFAS 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  certain  other
payables  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.

     Redemption of Limited  Partnership Units - The General Partner consented to
the Partnership redeeming 200 units in 2000 and 30 units in 2002. The redemption
amounts are 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  deduction  from
partners' equity. No units were redeemed in 2001.

     Income Taxes - No provision  for income taxes has been  recorded  since the
liability  for  such  taxes  is that of each of the  partners  rather  than  the
Partnership.  The Partnership's income tax returns are subject to examination by
the federal and state taxing  authorities,  and changes, if any could adjust the
individual income taxes of the partners.

     Reclassifications - Certain items from prior years have been reclassified
to conform to the presentation used in 2002.

     New  Accounting  Pronouncements  - In June 2001,  the Financial  Accounting
Standards  Board ("FASB")  issued  Statement of Financial  Accounting  Standards
("SFAS") No. 143, "Accounting for Asset Retirement Obligations" ("SFAS No. 143")
which is effective for fiscal years  beginning after June 15, 2002. SFAS No. 143
addresses financial accounting and reporting for obligations associated with the
retirement of tangible  long-lived  assets and the associated  asset  retirement
costs.  The  Partnership  does not expect that the adoption of SFAS No. 143 will
have a material impact on its financial position,  results of operations or cash
flows.

     Effective   January  1,  2002,  the  Partnership   adopted  SFAS  No.  144,
"Accounting  for the  Impairment  or Disposal of Long-Lived  Assets"  ("SFAS No.
144"). This statement requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison  of the  carrying  amount of an asset to the future net
cash flows expected to be generated by the



<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

asset.  If the carrying  amount of the asset exceeds its  estimated  future cash
flows,  an  impairment  charge is recognized by the amount by which the carrying
amount of the asset  exceeds the fair value of the asset.  SFAS No. 144 requires
companies  to  separately  report  discontinued   operations  and  extends  that
reporting to a component of an entity that either has been disposed of (by sale,
abandonment or in a distribution  to the owners) or classified as held for sale.
Assets to be disposed of are  reported  at the lower of the  carrying  amount or
fair value less the costs to sell. The adoption of SFAS No. 144 did not have any
effect on the Partnership's  financial  position or results of operations as the
provisions of SFAS No. 144 are similar to the  Partnership's  current policy for
impairment review.

     Effective January 1, 2002, the Partnership adopted SFAS No. 145, "Recession
of FASB  Statements  No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and
Technical  Corrections"  ("SFAS  No.  145").  SFAS No.  145  amends  SFAS No. 13
Accounting  for  Leases to  eliminate  an  inconsistency  between  the  required
accounting  for  sale-leaseback  transactions  and the required  accounting  for
certain  lease  modifications  that have  economic  effects  that are similar to
sale-leaseback  transactions.   The  provisions  of  the  Statement  related  to
Statement No. 13 were effective for  transactions  occurring after May 15, 2002,
the  adoption  of which  did not have a  material  effect  on the  Partnership's
financial statements.

     On July 30,  2002,  the FASB  issued  SFAS No.  146  "Accounting  for Costs
Associated  with Exit or Disposal  Activities"  ("SFAS No.  146").  The standard
replaced   Emerging  Issues  Task  Force  (EITF)  issue  No.  94-3,   "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including  Certain Costs Incurred in a  Restructuring)"  and requires
companies to recognize costs  associated  with exit or disposal  activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan.  Examples of costs covered by the standard include lease termination costs
and certain  employee  severance costs that are associated with a restructuring,
discontinued operation,  plant closing, or other exit or disposal activity. SFAS
No. 146 is  effective  prospectively  to exit or disposal  activities  initiated
after December 31, 2002.  The impact on the  Partnership's  financial  statement
from the  application  of this  standard  is  dependent  on any exit or disposal
activities in 2003.

     The Partnership does not believe that any other recently issued but not yet
effective  accounting standards will have a material effect on the Partnership's
financial position or results of operations.

3.   Consolidated Ventures and Investments in Unconsolidated Joint Ventures

     The  Partnership and its affiliates  formed seven joint ventures  discussed
below for the purpose of acquiring and managing various assets.  The Partnership
and its affiliates have identical  investment  objectives and participate on the
same  terms and  conditions.  The  Partnership  has a right of first  refusal to
purchase the equipment,  on a pro-rata basis, if any of the affiliates desire to
sell their interest in the equipment.

Consolidated Venture

     The joint venture  described below is majority owned and consolidated  with
the Partnership.


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     ICON Cash Flow Partners L.L.C. II
     ---------------------------------

     In March 1995, the Partnership  and an affiliate,  ICON Cash Flow Partners,
L.P.,  Series E ("Series E"),  formed ICON Cash Flow Partners  L.L.C.  II ("ICON
Cash Flow LLC II"),  for the  purpose of  acquiring  and  managing  an  aircraft
subject to an operating  lease with a U.S. based  commercial  airline.  In 1997,
upon the  scheduled  termination  of the lease,  the aircraft was  remarketed to
Aeromexico  under a  lease  that  expired  in  November  2002.  At that  time an
extension  agreement was consummated with Aeromexico.  The lease extension terms
call for a 15 month rental with payment for months one through  seven at a power
by the hour rate of $525 per flight hour, not to exceed $75,000 per month. After
seven months the rental would be $75,000 per month. At the end of the 15 months,
Aeromexico has an option to renew for two  twelve-month  renewal  periods at the
then  current  fair market  value  rental  rate.  The  Partnership  and Series E
acquired interests of 99% and 1%,  respectively,  in ICON Cash Flow LLC II. ICON
Cash Flow LLC II acquired the aircraft, assuming non-recourse debt and utilizing
contributions  received  from the  Partnership  and Series E.  Profits,  losses,
excess cash and disposition proceeds are allocated 99% to the Partnership and 1%
to Series E. The Partnership's consolidated financial statements include 100% of
the assets and  liabilities  and revenues and expenses of ICON Cash Flow LLC II.
Series E's investment in ICON Cash Flow LLC II is reflected as minority interest
in  joint  venture  on the  Partnership's  consolidated  balance  sheets  and as
minority interest (income) expense on the consolidated statements of operations.

Investments in Unconsolidated Joint Ventures

     The six joint ventures described below are less than 50% owned and are
accounted for following the equity method.

     ICON Cash Flow Partners L.L.C. I
     --------------------------------

     In September  1994, the  Partnership  and an affiliate,  Series E, formed a
joint  venture,  ICON Cash Flow Partners  L.L.C. I ("ICON Cash Flow LLC I"), for
the purpose of acquiring and managing an aircraft  subject to an operating lease
with a U.S. based  commercial  airline.  In 1997, the aircraft was remarketed to
Aeromexico  under a lease which  expired in October  2002.  In November  2002 an
extension  agreement was consummated with Aeromexico.  The lease extension terms
call for a 15 month  rental at $75,000  per month.  At the end of the 15 months,
Aeromexico has an option to renew for two  twelve-month  renewal  periods at the
then  current  fair market  value  rental  rate.  The  Partnership  and Series E
acquired  interests of 1% and 99%,  respectively,  in ICON Cash Flow LLC I. ICON
Cash Flow LLC I acquired the aircraft,  assuming non-recourse debt and utilizing
contributions  received  from the  Partnership  and Series E.  Profits,  losses,
excess cash and disposition proceeds are allocated 1% to the Partnership and 99%
to Series E. The Partnership's  investment in the joint venture is accounted for
under the equity  method  whereby  the  Partnership's  original  investment  was
recorded  at  cost  and is  adjusted  by  its  share  of  earnings,  losses  and
distributions.


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     Information as to the financial  position and results of operations of ICON
Cash  Flow LLC I as of and for the years  ended  December  31,  2002 and 2001 is
summarized below:
<TABLE>
<CAPTION>
<S>                                                  <C>                         <C>

                                                        December 31, 2002         December 31, 2001

         Assets                                         $     16,653,215          $    17,856,299
                                                        ================          ===============

         Liabilities                                    $      9,235,949          $    10,158,274
                                                        ================          ===============

         Equity                                         $      7,417,266          $     7,698,025
                                                        ================          ===============

         Partnership's share of equity                  $         74,173          $        76,981
                                                        ================          ===============

                                                       For the Year Ended        For the Year Ended
                                                        December 31, 2002         December 31, 2001

         Net (loss) income                              $       (280,759)         $       534,868
                                                        ================          ===============

         Partnership's share of net
           (loss) income                                $         (2,808)         $         5,349
                                                        ================          ===============

</TABLE>

<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     ICON Receivables 1997-A LLC

     In March 1997, the  Partnership  and  affiliates,  ICON Cash Flow Partners,
L.P.,  Series D ("Series  D"),  and ICON Cash Flow  Partners  L.P.  Seven ("L.P.
Seven")  contributed and assigned  equipment  lease and finance  receivables and
residuals to ICON  Receivables  1997-A LLC  ("1997-A").  In September  1997, the
Partnership,  Series  E and  L.P.  Seven  contributed  and  assigned  additional
equipment lease and finance  receivables and residuals to 1997-A. As of December
31, 2002, the Partnership, Series D, Series E and L.P. Seven own 31.03%, 17.81%,
31.19% and 19.97% interests,  respectively,  in 1997-A. The Partnership accounts
for its investment in 1997-A under the equity method of accounting.

     Information  as to the  financial  position  and results of  operations  of
1997-A as of and for the years ended  December  31, 2002 and 2001 is  summarized
below:

<TABLE>
<CAPTION>
<S>                                                     <C>                    <C>
                                                        December 31, 2002         December 31, 2001

         Assets                                         $        694,761          $     1,856,582
                                                        ================          ===============

         Liabilities                                    $        390,389          $     1,707,445
                                                        ================          ===============

         Equity                                         $        304,372          $       149,137
                                                        ================          ===============

         Partnership's share of equity                  $         94,446          $        46,277
                                                        ================          ===============


                                                       For the Year Ended        For the Year Ended
                                                        December 31, 2002         December 31, 2001

         Net income (loss)                              $        155,235          $    (2,004,455)
                                                        ================          ===============

         Partnership's share of net
           income (loss)                                $         48,169          $      (673,058)
                                                        ================          ===============
</TABLE>

     1997-A  reversed a provision  for bad debts of $268,834  for the year ended
December 31, 2002 and recorded a provision for bad debts of  $1,825,000  for the
year ended December 31, 2001.

     ICON Receivables 1997-B LLC

     In August 1997, the Partnership  and  affiliates,  Series E and L.P. Seven,
formed ICON Receivables  1997-B LLC ("1997-B").  The  Partnership,  Series E and
L.P. Seven each contributed cash, equipment leases and residuals and received an
8.33%,  75.00% and 16.67%  interest,  respectively,  in 1997-B.  The Partnership
accounts for its investment in 1997-B under the equity method of accounting.


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     Information as to the financial position and results of operations of
1997-B as of and for the years ended December 31, 2002 and 2001 is summarized
below:
<TABLE>
<CAPTION>

<S>                                                    <C>                       <C>
                                                        December 31, 2002         December 31, 2001

         Assets                                         $      3,241,761          $     8,265,689
                                                        ================          ===============

         Liabilities                                    $      2,825,588          $     7,876,692
                                                        ================          ===============

         Equity                                         $        416,173          $       388,997
                                                        ================          ===============

         Partnership's share of equity                  $         34,666          $        32,403
                                                        ================          ===============


                                                       For the Year Ended        For the Year Ended
                                                        December 31, 2002         December 31, 2001

         Net income (loss)                              $        223,402          $    (1,867,111)
                                                        ================          ===============

         Partnership's share of net income (loss)       $         18,609          $      (155,530)
                                                        ================          ===============

         Distributions                                  $        196,226          $          -
                                                        ================          ===============

         Partnership's share of distributions           $         16,346          $          -
                                                        ================          ===============


</TABLE>

     1997-B  recorded a provision  for bad debts of  $2,162,304  during the year
ended December 31, 2001.

     ICON/Boardman Facility LLC
     --------------------------

     In December  1998, the  Partnership  and three  affiliates,  ICON Cash Flow
Partners,  L.P.,  Series C ("Series C"), L.P. Seven and ICON Income Fund Eight A
L.P.  ("Fund Eight A") formed  ICON/Boardman  Facility LLC ("ICON BF"),  for the
purpose of acquiring a lease for a coal handling  facility with Portland General
Electric,  a utility  company.  The purchase price totaled  $27,421,810  and was
funded with cash and non-recourse  debt. The Partnership,  Series C, L.P. Seven,
and Fund Eight A received a .5%, .5%, .5% and 98.5% interest,  respectively,  in
ICON BF. The Partnership accounts for its investment in ICON BF under the equity
method of accounting.

     In 2001 the other joint  venturers in ICON BF acquired  Series C's interest
in accordance with their  proportionate  shares of ICON BF, at an aggregate cost
of $56,370,  which represented Series C's carrying value of the investment.  The
Partnership's  share of the purchase  price was $283.  The remaining  venturers'
shares in ICON BF at December 31, 2002 were .5025%,  .5025%, and 98.995% for the
Partnership, L.P. Seven, and Fund Eight A, respectively.


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     Portland  General  Electric  ("PGE") is a wholly owned  subsidiary of Enron
Corporation  ("Enron"),  which filed for  Chapter 11  bankruptcy  protection  in
December  2001. PGE has not filed a petition for  bankruptcy  protection.  While
Enron  owns all of PGE's  outstanding  common  stock,  PGE is a  separate  legal
entity,  owns its assets and is responsible  for its own day-to-day  operations.
PGE continues to make its lease payments and is current through March 2003.

     Information as to the financial  position and results of operations of ICON
BF as of and for the years ended December 31, 2002 and 2001 is summarized below:
<TABLE>
<CAPTION>

<S>                                                     <C>                    <C>
                                                        December 31, 2002         December 31, 2001

         Assets                                         $     23,193,438          $    24,855,375
                                                        ================          ===============

         Liabilities                                    $     10,583,632          $    13,588,934
                                                        ================          ===============

         Equity                                         $     12,609,806          $    11,266,441
                                                        ================          ===============

         Partnership's share of equity                  $         63,364          $        56,614
                                                        ================          ===============


                                                       For the Year Ended        For the Year Ended
                                                        December 31, 2002         December 31, 2001

         Net income                                     $      1,343,365          $     1,341,877
                                                        ================          ===============

         Partnership's share of net income              $          6,750          $         6,711
                                                        ================          ===============
</TABLE>

     ICON/AIC Trust
     --------------

     In 1999,  ICON/AIC  Trust  ("AIC  Trust")  was  formed to own and  manage a
portfolio of leases in England. The Partnership, L.P. Seven and Fund Eight A own
25.51%, 30.76% and 43.73% interests in AIC Trust, respectively.  The Partnership
accounts for its investment in AIC Trust under the equity method of accounting.

     On December 28, 2001, AIC Trust sold its remaining  leases,  subject to the
related debt, at a loss, for a note receivable of  (pound)2,575,000  ($3,744,822
based upon the  exchange  rate at  December  31,  2001)  which is payable in six
installments  through  June 2004.  The first two  installments  on the note were
collected  in 2002.  As of  December  31,  2002,  the  remaining  amount  due is
(pound)1,625,000  ($2,572,522 of (pound)475,000 each on a discounted basis based
upon the exchange rate at December 31, 2002).



<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     Information  as to the financial  position and results of operations of AIC
Trust as of and for the years ended  December  31,  2002 and 2001 is  summarized
below:

<TABLE>
<CAPTION>

<S>                                                     <C>                      <C>
                                                        December 31, 2002         December 31, 2001

         Assets                                         $      2,572,522          $     3,849,439
                                                        ================          ===============

         Liabilities                                    $          -              $           -
                                                        ================          ===============

         Equity                                         $      2,572,522          $     3,849,439
                                                        ================          ===============

         Partnership's share of equity                  $        656,250          $       981,992
                                                        ================          ===============


                                                       For the Year Ended       For the Year Ended
                                                        December 31, 2002        December 31, 2001

         Net income (loss)                              $        212,349          $    (2,687,696)
                                                        ================          ===============

         Partnership's share of net income (loss)       $         54,170          $      (675,211)
                                                        ================          ===============

         Distributions                                  $      1,752,885          $       829,150
                                                        ================          ===============

         Partnership's share of distributions           $        447,161          $       211,516
                                                        ================          ===============
</TABLE>

     ICON Cheyenne LLC


     In December 2000, the Partnership and three  affiliates,  L.P. Seven,  Fund
Eight A and ICON Income Fund Eight B L.P.  ("Fund Eight B") formed ICON Cheyenne
LLC ("ICON  Cheyenne") for the purpose of acquiring a portfolio of leases for an
aggregate  purchase  price of  $29,705,716,  which  was  paid  for with  cash of
$11,401,151 and the assumption of non-recourse  debt with an unaffiliated  third
party  lender of  $18,304,565.  The debt is  structured  to be  amortized by the
application  to the debt of rentals  due under the  various  leases.  The leases
expire on various dates through  September  2006. The  Partnership,  L.P. Seven,
Fund Eight A and Fund Eight B have  ownership  interests of 1%,  10.31%,  1% and
87.69%,  respectively,  in  ICON  Cheyenne.  The  Partnership  accounts  for its
investment under the equity method of accounting.



<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

     Information as to the financial position and results of operations of ICON
Cheyenne as of and for the years ended December 31, 2002 and 2001 is summarized
below:
<TABLE>
<CAPTION>

<S>                                                     <C>                     <C>
                                                         December 31,2002        December 31, 2001

         Assets                                         $     14,765,333          $    23,869,671
                                                        ================          ===============

         Liabilities                                    $      5,141,481          $    11,145,506
                                                        ================          ===============

         Equity                                         $      9,623,852          $    12,724,165
                                                        ================          ===============

         Partnership's share of equity                  $         96,239          $       127,242
                                                        ================          ===============


                                                       For the Year Ended        For the Year Ended
                                                        December 31, 2002         December 31, 2001

         Net income                                     $      1,445,607          $     1,323,014
                                                        ================          ===============

         Partnership's share of net income              $         14,456          $        13,237
                                                        ================          ===============

         Distributions                                  $      4,545,920          $            -
                                                        ================          ===============

         Partnership's share of distributions           $         45,459          $            -
                                                        ================          ===============
</TABLE>

4.   Finance Lease Receivables

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

                Year ending December 31,       Amount

                         2003             $        382,603
                         2004                      372,500
                                          ----------------

                                          $        755,103
                                          ================


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

5.   Investment in Operating Leases

     The investment in operating leases at December 31, 2002 and 2001 consisted
of the following:
<TABLE>
<CAPTION>

<S>                                                                   <C>              <C>
                                                                      2002             2001
                                                                      ----             ----

Equipment cost, beginning of year                               $   22,051,594    $   26,416,885

Equipment dispositions                                                 (86,332)       (4,365,291)
                                                                --------------    --------------

Equipment cost, end of year                                         21,965,262        22,051,594
                                                                --------------    --------------

Accumulated depreciation, beginning of year                         (5,831,958)       (4,217,602)

Depreciation expense                                                (2,073,803)       (1,957,210)

Accumulated depreciation, equipment dispositions                        29,680           342,854
                                                                --------------    --------------

Accumulated depreciation, end of year                               (7,876,081)       (5,831,958)
                                                                --------------    --------------

Investment in operating lease, end of year                      $   14,089,181    $   16,219,636
                                                                ==============    ==============
</TABLE>

     Non-cancelable minimum annual amounts due on operating leases are as
follows:

                Year ending December 31,       Amount

                         2003             $        927,912
                         2004                       98,260
                                          ----------------

                                          $      1,026,172
                                          ================

6.   Notes Payable

     The notes  payable  consist of  $9,190,418  in  non-recourse  notes bearing
interest at rates  ranging from 7.48% to 11.83%,  $8,883,832 of which is secured
by the aircraft on an operating  lease with a net book value of  $12,626,636  at
December 31, 2002.

     The notes mature as follows:

   Year ending December 31,                    Amount

             2003                        $        147,169
             2004                               9,043,249
                                         ----------------

                                         $      9,190,418
                                         ================



<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

7.   Related Party Transactions

     Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the years ended December 31, 2002, 2001 and 2000
are as follows:

                                                           Charged to
                                                           Operations

     Management fees                                    $      466,522
     Administrative expense reimbursements                     232,159
                                                        --------------

     Year ended December 31, 2000                       $      698,681
                                                        ==============

     Management fees                                    $      481,734
     Administrative expense reimbursements                     239,947
                                                        --------------

     Year ended December 31, 2001                       $      721,681
                                                        ==============

     Management fees                                    $      320,138
     Administrative expense reimbursements                     142,061
                                                        --------------

     Year ended December 31, 2002                       $      462,199
                                                        ==============

     In accordance with the terms of the Management  Agreement,  the Partnership
pays the  General  Partner  management  fees  based on a  percentage  of rentals
received (ranging from 1% to 7%). In addition, the General Partner is reimbursed
for expenses  incurred by it in connection  with the  Partnership's  operations.
(See Note 1 for information  relating to organization and offering  expenses and
underwriting commissions).

     The  Partnership  has  investments  in  seven  joint  ventures  with  other
partnerships  sponsored  by the  General  Partner.  See  Note  3 for  additional
information relating to the joint ventures.

8.   Commitments and Contingencies

     The Partnership  entered into remarketing and residual  sharing  agreements
with third parties.  In connection  therewith,  remarketing or residual proceeds
received in excess of specified  amounts will be shared with these parties based
on specified formulas.  During the years ended December 31, 2002, 2001 and 2000,
the  Partnership  did not  incur any  additional  obligations  pursuant  to such
agreements.


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

9.   Tax Information (Unaudited)

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

<S>                                                             <C>                   <C>                <C>
                                                                2002                  2001               2000
                                                                ----                  ----               ----


Net income (loss) for financial statement
  reporting purposes                                      $    114,894          $   (348,138)     $    2,289,451

Differences due to:
  Direct finance leases                                       (432,017)            2,198,744           1,996,665
  Depreciation                                               1,311,741            (1,698,494)         (4,158,021)
  Provision for losses                                              -                   -               (271,528)
  Gain (loss) on sales of equipment                             50,505             1,727,630            (411,606)
  Other                                                        438,863            (1,092,430)              9,631
                                                          ------------          ------------      --------------

Partnership income (loss) for
 federal income tax reporting purposes                    $  1,483,986          $    787,312      $     (545,408)
                                                          ============          ============      ==============
</TABLE>

     As of December 31, 2002,  the partners'  capital  accounts  included in the
financial  statements  totaled  $7,089,371  compared  to the  partners'  capital
accounts for federal  income tax reporting  purposes of $3,988,380  (unaudited).
The difference arises primarily from sales expenses and commissions  reported as
a reduction in the partners' capital accounts for financial  statement reporting
purposes but not for federal income tax reporting purposes,  offset by temporary
differences related to direct finance leases, depreciation, provision for losses
and gain (loss) on sales of equipment.




<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

             Notes to Consolidated Financial Statements - Continued

10.  Quarterly Financial Data (Unaudited)
     -----------------------------------

     The following table is a summary of financial data by quarter for the years
ended December 31, 2002 and 2001:
<TABLE>
<CAPTION>

                                                                      For the Quarter Ended

<S>                                                 <C>             <C>                   <C>               <C>
                                              March 31,        June 30,         September 30,      December 31,
                                              --------         -------          ------------       -----------

2002
     Revenues                             $   1,094,522      $   1,113,828      $   1,064,158     $   1,562,499
                                          =============      =============      =============     =============

     Net income (loss) allocable to
       limited partners                   $    (200,488)     $     (87,034)     $    (214,188)    $     615,455 (1)
                                          ==============     =============      =============     ==============

     Net income (loss) per weighted
       average limited partnership unit   $        (.53)     $        (.23)     $       (.57)     $        1.63
                                          ==============     =============-     ============      =============

2001
     Revenues                             $   1,901,441      $     843,580      $   1,248,352     $     730,651
                                          =============      =============      =============     =============

     Net income (loss) allocable to
       limited partners                   $     680,424      $    (339,097)     $     174,492     $    (860,476) (2)
                                          =============      =============      =============     =============

     Net income (loss) per weighted
       average limited partnership unit   $        1.80      $       (0.90)     $       0.46      $       (2.27)
                                          =============      =============      ============      =============

</TABLE>

(1)  The fourth quarter of 2002 includes net gains on sales of equipment of
     $1,117,589.

(2)  The fourth quarter of 2001 includes the Partnership's share of the loss
     from its joint venture investee, AIC Trust (see note 3), of approximately
     $787,000.

11.  Significant lessees

     The  Partnership  had one lessee  that  contributed  more than 10% of total
revenue.   Aeromexico's   revenue  of   $2,200,000   represents   45.5%  of  the
Partnership's total revenues.






<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002

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

     The information required by Item 304 of Regulation S-K was previously filed
as part of the  Partnership's  Current  Reports on Form 8-K filed on February 5,
2003.

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 100 Fifth Avenue, 10th Floor,
New York,  New York  10011,  and its  telephone  number is (212)  418-4700.  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  will  perform  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

     Beaufort J.B. Clarke,  age 56, 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 42, 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.


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002

     Thomas W. Martin,  age 49, 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 compensation and reimbursement for
costs and expenses for the years ended December, 31, 2002, 2001 and 2000.
<TABLE>
<CAPTION>
                                                    Type of
<S>                                                                       <C>             <C>            <C>
       Entity                    Capacity         Compensation            2002            2001           2000
       ------                    --------         ------------            ----            ----           ----

ICON Capital Corp.         General Partner     Management fees        $     320,138  $     481,734  $      466,522
ICON Capital Corp.         General Partner     Admin. expense
                                                 reimbursements             142,061        239,947         232,159
                                                                      -------------  -------------  --------------

                                                                      $     462,199  $     721,681  $      698,681
                                                                      =============  =============  ==============
</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 31, 2003, 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    Represents initially a 1% and potentially a        100%
   Interest         10% interest in the Partnership's income, gain
                    and loss deductions.

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

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

     See also Notes 3, 5 and 8 for a discussion of the Partnership's related
party transactions.



<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002

Item 14.  Controls and Procedures
          -----------------------

     Beaufort  J.B.  Clarke and Thomas W. Martin,  the  Principal  Executive and
Principal Financial Officers,  respectively,  of ICON Capital Corp. ("ICC"), the
General Partner of the Partnership,  have evaluated the disclosure  controls and
procedures of the Partnership  within 90 days prior to the filing of this annual
report.  As used herein,  the term "disclosure  controls and procedures" has the
meaning  given to the term by Rule 13a-14 under the  Securities  Exchange Act of
1934,  as  amended  ("Exchange  Act"),  and  includes  the  controls  and  other
procedures  of the  Partnership  that are  designed to ensure  that  information
required to be  disclosed by the  Partnership  in the reports that it files with
the SEC under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods specified in the SEC's rules and forms. As part of their
evaluation,  Messrs. Clarke and Martin conferred with the finance and accounting
staff of ICC and the finance and accounting  staff of ICON Holdings  Corp.,  the
parent of ICC.  Based  upon their  evaluation,  Messrs.  Clarke and Martin  have
concluded that the  Partnership's  disclosure  controls and  procedures  provide
reasonable  assurance  that the  information  required  to be  disclosed  by the
Partnership  in this report is  recorded,  processed,  summarized  and  reported
within the time periods specified in the SEC's rules and forms applicable to the
preparation of this report.

     There  have  been no  significant  changes  in the  Partnership's  internal
controls or in other factors that could  significantly  affect the Partnership's
internal  controls  subsequent to the evaluation  described  above  conducted by
ICC's principal executive and financial officers.

PART IV

Item 15.  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)   Form of Dealer-Manager Agreement (Incorporated by reference to
               Exhibit 1.1 to Amendment No. 1 to Form S-1 Registration Statement
               No. 33-36376 filed with the Securities and Exchange Commission on
               November 9, 1993)

         (ii)  Form of Selling Dealer Agreement (Incorporated by reference to
               Exhibit 1.2 to Amendment No. 1 to Form S-1 Registration Statement
               No. 33-36376 filed with the Securities and Exchange Commission on
               November 9, 1993)



<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002

          (iii)Amended   and   Restated   Agreement   of   Limited   Partnership
               (Incorporated herein by reference to Exhibit A to Amendment No. 1
               to Form S-1  Registration  Statement No.  33-36376 filed with the
               Securities and Exchange Commission on November 9, 1993)

(b)               Reports on Form 8-K

         Form 8-K filed on February 5, 2003.
         Item 4. Changes in Registrant's Certifying Accountant

(c)      Exhibits

     99.1 Certification  of Chairman and Chief Executive  Officer pursuant to 18
          U.S.C.ss.1350,   as   adopted   pursuant   to   Section   906  of  the
          Sarbanes-Oxley Act of 2002.

     99.2 Certification  Executive  Vice  President and Principal  Financial and
          Accounting  Officer pursuant to 18 U.S.C.ss.1350,  as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002.

(d)      Unconsolidated Joint Venture Financial Statements

     ICON Receivables 97-A LLC - as of and for the years ended December 31, 2002
     and 2001

     ICON Receivables 97-B LLC - as of and for the year ended December 31, 2001

     AIC Trust - as of and for the years ended December 31, 2002 and 2001

     ICON  Cheyenne  LLC - as of and for the years ended  December  31, 2002 and
     2001


<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002


                                   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. Six
                           File No. 33-36376 (Registrant)
                           By its General Partner, ICON Capital Corp.


Date: March 31, 2003          /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 31, 2003           /s/ Beaufort J.B. Clarke
                               ------------------------------------------------
                               Beaufort J.B. Clarke
                               Chairman, Chief Executive Officer and Director


Date: March 31, 2003           /s/ Paul B. Weiss
                               ------------------------------------------------
                               Paul B. Weiss
                               President and Director


Date: March 31, 2003            /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.


<PAGE>


                              Certifications - 10-K


I, Beaufort J.B. Clarke, certify that:

1.   I have  reviewed this annual report on Form 10-K of ICON Cash Flow Partners
     L.P. Six;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:  March 31, 2003

/s/ Beaufort J.B. Clarke
-----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six



<PAGE>


                                 Certifications


I, Thomas W. Martin, certify that:

1.   I have  reviewed this annual report on Form 10-K of ICON Cash Flow Partners
     L.P. Six;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statements of a material fact or omit to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b.   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated:  March 31, 2003

/s/ Thomas W. Martin
----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal financial and accounting officer of the General Partner of the
Registrant) ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Six



<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002

EXHIBIT 99.1

     I,  Beaufort  J.B.  Clarke,  Chairman and Chief  Executive  Officer of ICON
Capital  Corp.,  the sole General  Partner of ICON Cash Flow  Partners L.P. Six,
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)           the Annual Report on Form 10-K for the period ended December 31,
              2002 (the "Annual Report") which this statement accompanies fully
              complies with the requirements of Section 13(a) of the Securities
              Exchange Act of 1934 (15 U.S.C. 78m) and

(2)           information contained in the Annual Report fairly presents, in all
              material respects, the financial condition and results of
              operations of ICON Cash Flow Partners L.P. Six.

Dated:  March 31, 2003




                       /s/ Beaufort J.B. Clarke
                       ------------------------------------------------------
                       Beaufort J.B. Clarke
                       Chairman and Chief Executive Officer
                       ICON Capital Corp.
                       sole General Partner of ICON Cash Flow Partners L.P. Six



<PAGE>


                        ICON Cash Flow Partners L.P. Six
                        (A Delaware Limited Partnership)

                                December 31, 2002


EXHIBIT 99.2

     I, Thomas W. Martin,  Executive  Vice  President  (Principal  Financial and
Accounting Officer) of ICON Capital Corp., the sole General Partner of ICON Cash
Flow Partners L.P. Six, certify,  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

(1)      the Annual Report on Form 10-K for the period ended December 31, 2002
         (the "Annual Report") which this statement accompanies fully complies
         with the requirements of Section 13(a) of the Securities Exchange Act
         of 1934 (15 U.S.C. 78m) and

(2)      information contained in the Annual Report fairly presents, in all
         material respects, the financial condition and results of operations of
         ICON Cash Flow Partners L.P. Six.

Dated:  March 31, 2003




                       /s/ Thomas W. Martin
                       -------------------------------------------------------
                       Thomas W. Martin
                       Executive Vice President (Principal
                       Financial and Accounting Officer)
                       ICON Capital Corp.
                       sole General Partner of ICON Cash Flow Partners L.P. Six


<PAGE>










                           ICON Receivables 1997-A LLC

                              Financial Statements

                           December 31, 2002 and 2001

                   (With Independent Auditor's Report Thereon)





















<PAGE>









                          INDEPENDENT AUDITOR'S REPORT


The Members
ICON Receivables 1997-A LLC

We have audited the accompanying  balance sheet of ICON  Receivables  1997-A LLC
(the  "Company")  as of  December  31,  2002,  and  the  related  statements  of
operations,  changes in members' equity, and cash flows for the year then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.  The  financial  statements of ICON  Receivables  1997-A LLC as of
December 31, 2001,  were audited by other  auditors whose report dated April 15,
2002, expressed an unqualified opinion on those statements.

We conducted our audit 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  audit  provides  a
reasonable basis for our opinion.

As  discussed  in Note 1, the  Company is winding  down its  portfolio  and will
distribute  available cash to its members when all assets are liquidated and all
obligations are paid.

In our opinion,  the 2002  financial  statements  referred to the above  present
fairly,  in all material  respects,  the financial  position of ICON Receivables
1997-A LLC as of December 31 2002,  and the  results of its  operations  and its
cash flows for the year then ended,  in conformity  with  accounting  principles
generally accepted in the United States of America.



                                                      /s/Hays & Company LLP
                                                      ---------------------
                                                       Hays & Company LLP


March 13, 2003
New York, New York



<PAGE>





                           ICON Receivables 1997-A LLC

                                 Balance Sheets

                                  December 31,

<TABLE>
<CAPTION>

<S>                                                            <C>           <C>
         Assets                                                2002          2001
                                                               ----          ----

Cash                                                     $    64,889    $   673,740

Investment in finance leases
   Minimum rents receivable                                  684,130      2,984,147
   Estimated unguaranteed residual values                    169,186        269,211
   Unearned income                                           (76,362)      (134,914)
   Allowance for doubtful accounts                          (492,234)    (2,174,224)

                                                             284,720        944,220

Other assets                                                 345,152        238,622

Total assets                                             $   694,761    $ 1,856,582

         Liabilities and Members' Equity

Notes payable non-recourse                               $      --      $ 1,157,730
Security deposits, deferred credits and other payables       390,389        549,715

Total liabilities                                            390,389      1,707,445

Commitments and Contingencies

Members' equity                                              304,372        149,137

Total liabilities and members' equity                    $   694,761    $ 1,856,582


</TABLE>



See accompanying notes to financial statements.






<PAGE>


                           ICON Receivables 1997-A LLC

                            Statements of Operations

                        For the Years Ended December 31,


                                                        2002           2001
                                                        ----           ----

Revenue

   Finance income                                  $    49,798    $   465,049
   Interest income and other                             5,342         56,001
   (Loss) gain on sale of investments                  (12,763)        26,997

   Total revenues                                       42,377        548,047

Expenses

   General and administrative and other expenses       119,347        531,747
   Interest expense                                     36,629        195,755
   (Reversal of) provision for doubtful accounts      (268,834)     1,825,000

   Total expenses                                     (112,858)     2,552,502

Net income (loss)                                  $   155,235    $(2,004,455)


<PAGE>




See accompanying notes to financial statements.




<PAGE>



                           ICON Receivables 1997-A LLC

                    Statements of Changes in Members' Equity

                 For the Years Ended December 31, 2002 and 2001



Balance at January 1, 2001                               $ 2,153,592

Net loss                                                  (2,004,455)

Balance at December 31, 2001                                 149,137

Net income                                                   155,235

Balance at December 31, 2002                             $   304,372



See accompanying notes to financial statements.


<PAGE>


                           ICON Receivables 1997-A LLC

                            Statements of Cash Flows

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

<S>                                                                    <C>            <C>
                                                                       2002           2001
                                                                       ----           ----

Cash flows from operating activities:
   Net income (loss)                                              $   155,235    $(2,004,455)
   Adjustments to reconcile net income (loss) to
     net cash (used in) provided by operating activities:
       Loss (gain) on sale of investments                              12,763        (26,997)
       (Reversal of) provision for doubtful accounts                 (268,834)     1,825,000
       Changes in operating assets and liabilities:
         Other assets                                                (106,530)       602,179
         Security deposits, deferred credits and other payables      (159,326)    (1,283,114)
         Change in operating assets and liabilities                   238,748      4,476,202

         Total adjustments                                           (283,179)     5,593,270

       Net cash (used in) provided by operating activities           (127,944)     3,588,815

Cash flows from investing activities:
   Proceeds from the sale of investments                              676,823        323,574

       Net cash provided by investing activities                      676,823        323,574

Cash flows from financing activities:
   Principal payments on notes payable non-recourse                (1,157,730)    (3,858,368)

       Net cash used in financing activities                       (1,157,730)    (3,858,368)

Net (decrease) increase in cash                                      (608,851)        54,021

Cash at beginning of year                                             673,740        619,719

Cash at end of year                                               $    64,889    $   673,740


Supplemental information-interest paid                            $    36,629    $   194,555

</TABLE>


See accompanying notes to financial statements.



<PAGE>

                           ICON Receivables 1997-A LLC

                          Notes to Financial Statements

                                December 31, 2002

1.       Organization

     ICON Receivables  1997-A LLC (the "Company"),  was formed in March 1997 and
commenced business  operations in 1997. In 1997, ICON Cash Flow Partners,  L.P.,
Series D ("Series D"),  ICON Cash Flow  Partners,  L.P.,  Series E ("Series E"),
ICON Cash Flow Partners  L.P. Six ("L.P.  Six") and ICON Cash Flow Partners L.P.
Seven  ("L.P.  Seven")  contributed  and assigned  equipment  leases and finance
receivables and residuals to the Company.  The financial  statements reflect the
Company's  management  of such  contributed  assets.  Since its  formation,  the
Company has not entered into any new transactions other than owning and managing
the assets contributed for the benefit of the members. The Company is managed by
the General  Partner of each of the  Company's  members.  The Company is winding
down its portfolio and will  distribute  available  cash to its members when all
assets are liquidated and all obligations are paid.

2.       Significant Accounting Policies

     Basis of Accounting and Presentation - The Company's records are maintained
on the accrual basis. The preparation of financial statements in conformity with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities at the dates of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Significant   estimates   include  the  allowance  for  doubtful   accounts  and
unguaranteed  residual  values.  Management  believes  that  the  estimates  and
assumptions  utilized in preparing its financial  statements  are reasonable and
prudent.  In addition,  management is required to disclose contingent assets and
contingent liabilities. Actual results could differ from those estimates.

     Leases and Revenue  Recognition - The Company's leases are accounted for as
finance leases.  As such, the Company  recorded,  at the inception of the lease,
the total minimum lease payments receivable, the estimated unguaranteed residual
values  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.

     Investment in Financings - Investment in financings  represented  the gross
receivables  due from the  financing  of  equipment  less the  related  unearned
income.  The unearned  income was recognized as finance income over the terms of
the receivables using the interest method.

     Allowance  for  Doubtful  Accounts - The Company  records a  provision  for
doubtful  accounts 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
Company's write-off policy is based on an analysis of the aging of the Company's
portfolio,  a review of the  non-performing  receivables  and leases,  and prior
collection  experience.  An account is fully  reserved  or written  off when the
analysis indicates that the probability of collection of the account is remote.


<PAGE>

                           ICON Receivables 1997-A LLC

                    Notes to Financial Statements - Continued

                                December 31, 2002

     Income Taxes - No provision  for income taxes has been  recorded  since the
liability for such taxes is that of each of the members rather than the Company.
The Company's  income tax returns are subject to  examination by the federal and
state taxing authorities, and changes, if any could adjust the individual income
taxes of the members.

     Impairment of Estimated Residual Values - The Company'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 that the  estimated  fair
value of the underlying equipment is less than the Company's carrying value.

     The  Company  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 Company from re-lease or sale of the equipment.

3.   Finance Lease Receivables

     Non-cancelable  minimum  annual  rental  amounts  due on finance  leases at
December 31, 2002 are as follows:

           Year Ending
          December 31,               Amount
          ------------              -------

             2003                   $ 666,116
             2004                      18,014
                                    ---------

                                    $ 684,130

     The  Company's  allowance  for doubtful  accounts  relates to a significant
amount of past due receivables  which are reflected in the above table as due in
2003.






<PAGE>

                           ICON Receivables 1997-A LLC

                    Notes to Financial Statements - Continued

                                December 31, 2002

4.   Allowance for Doubtful Accounts

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

<TABLE>
<CAPTION>
                                                      Finance
                                                      Leases      Financings        Total
                                                      ------      ----------        -----
<S>                                               <C>           <C>             <C>

Balance at January 1, 2001                        $   786,560    $   802,699    $ 1,589,259

    Accounts written-off                             (437,336)      (802,699)    (1,240,035)
    Provision for doubtful accounts                 1,825,000           --        1,825,000

Balance at December 31, 2001                        2,174,224           --        2,174,224

    Accounts written-off                           (1,413,156)          --       (1,413,156)
    Reversal of provision for doubtful accounts      (268,834)          --         (268,834)

Balance at December 31, 2002                      $   492,234    $      --      $   492,234

</TABLE>



5.   Notes Payable

     The notes  payable are  non-recourse,  bear  interest at rates ranging from
6.435% to 6.95% and are secured by and payable from the  collections  of finance
lease receivables and proceeds from the sales of residuals.

6.       Other Assets

     Other assets include  amounts due from  affiliates of $345,152 and $206,421
at December 31, 2002 and 2001,  respectively,  which represent amounts collected
by an affiliate on the Company's behalf.




<PAGE>









                           ICON Receivables 1997-B LLC

                              Financial Statements

                           December 31, 2002 and 2001

                   (With Independent Auditor's Report Thereon)


<PAGE>












                          INDEPENDENT AUDITOR'S REPORT


The Members
ICON Receivables 1997-B LLC

We have audited the accompanying  balance sheet of ICON  Receivables  1997-B LLC
(the  "Company")  as of  December  31,  2002,  and  the  related  statements  of
operations,  changes in members' equity, and cash flows for the year then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.  The  financial  statements of ICON  Receivables  1997-B LLC as of
December 31, 2001,  were audited by other  auditors whose report dated April 15,
2002, expressed an unqualified opinion on those statements.

We conducted our audit 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  audit  provides  a
reasonable basis for our opinion.

As  discussed  in Note 1, the  Company is winding  down its  portfolio  and will
distribute  available cash to its members when all assets are liquidated and all
obligations are paid.

In our opinion,  the 2002  financial  statements  referred to the above  present
fairly,  in all material  respects,  the financial  position of ICON Receivables
1997-B LLC as of December 31 2002 , and the  results of its  operations  and its
cash flows for the year then ended,  in conformity  with  accounting  principles
generally accepted in the United States of America.



                                              /s/Hays & Company LLP
                                              ---------------------------------
                                              Hays & Company LLP

March 13, 2003
New York, New York



<PAGE>


                           ICON Receivables 1997-B LLC

                                 Balance Sheets

                                  December 31,

         Assets                                         2002            2001
         ------                                         ----            ----

Cash .........................................     $   460,650      $   622,425
                                                   -----------      -----------

Investment in finance leases
   Minimum rents receivable ..................       1,196,746        3,216,235
   Estimated unguaranteed residual values ....         220,804          255,001
   Unearned income ...........................         (14,224)        (145,673)
   Allowance for doubtful accounts ...........        (398,566)      (1,098,719)
                                                   -----------      -----------
                                                     1,004,760        2,226,844
                                                   -----------      -----------

Investment in financings
   Receivables due in installments ...........       3,097,995        6,783,818
   Unearned income ...........................         (77,716)        (408,920)
   Allowance for doubtful accounts ...........      (1,278,110)      (1,161,097)
                                                   -----------      -----------
                                                     1,742,169        5,213,801
                                                   -----------      -----------

Other assets .................................          34,182          202,619
                                                   -----------      -----------

Total assets .................................     $ 3,241,761      $ 8,265,689
                                                   ===========      ===========

         Liabilities and Members' Equity

Notes payable non-recourse ...................     $ 1,245,283      $ 6,982,448
Other liabilities ............................       1,061,993          638,550
Due to affiliates ............................         518,312          255,694
                                                   -----------      -----------

Total liabilities ............................       2,825,588        7,876,692
                                                   -----------      -----------

Commitments and Contingencies

Members' equity ..............................         416,173          388,997
                                                   -----------      -----------

Total liabilities and members' equity ........     $ 3,241,761      $ 8,265,689
                                                   ===========      ===========











See accompanying notes to financial statements.


<PAGE>


                           ICON Receivables 1997-B LLC

                            Statements of Operations

                        For the Years Ended December 31,

                                                         2002           2001
                                                         ----           ----

Revenue

   Finance income .............................     $   408,147     $ 1,154,382
   Interest income and other ..................          52,625          76,235
   Gain from the sale of investments ..........         216,451          49,540
                                                    -----------     -----------

   Total revenues .............................         677,223       1,280,157
                                                    -----------     -----------

Expenses

   General and administrative .................         170,385         215,859
   Interest expense ...........................         221,867         645,798
   Amortization of loan origination fees ......          61,569         123,307
   Provision for doubtful accounts ............            --         2,162,304
                                                    -----------     -----------

   Total expenses .............................         453,821       3,147,268
                                                    -----------     -----------

Net income (loss) .............................     $   223,402     $(1,867,111)
                                                    ===========     ===========























See accompanying notes to financial statements.



<PAGE>


                           ICON Receivables 1997-B LLC

                    Statements of Changes in Members' Equity

                 For the Years Ended December 31, 2002 and 2001


Balance at January 1, 2001 .............................            $ 2,256,108

Net loss ...............................................             (1,867,111)
                                                                    -----------

Balance at December 31, 2001 ...........................                388,997

Distributions ..........................................               (196,226)

Net income .............................................                223,402
                                                                    -----------

Balance at December 31, 2002 ...........................            $   416,173
                                                                    ===========
































See accompanying notes to financial statements.


<PAGE>


                           ICON Receivables 1997-B LLC

                            Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

                                                           2002           2001
                                                           ----           ----

Cash flows from operating activities:

<S>                                                    <C>            <C>
   Net income (loss) ...............................   $   223,402    $(1,867,111)
                                                       -----------    -----------
   Adjustments to reconcile net income (loss) to
     net cash provided by operating activities:
       Gain from the sale of investments ...........      (216,451)       (49,540)
       Amortization of loan origination fees .......        61,569        123,307
       (Reversal of) provision for doubtful accounts      (583,140)     2,162,304
       Change in operating assets and liabilities ..     5,179,388      6,475,071
                                                       -----------    -----------

         Total adjustments .........................     4,441,366      8,711,142
                                                       -----------    -----------

       Net cash provided by operating activities ...     4,664,768      6,844,031
                                                       -----------    -----------

Cash flows from investing activities:
   Cash distributions to partners ..................      (196,227)          --
   Proceeds from the sales of equipment ............     1,106,849        410,759
                                                       -----------    -----------

       Net cash provided by investing activities ...       910,622        410,759
                                                       -----------    -----------

Cash flows from financing activities:
   Principal payments on notes payable non-recourse     (5,737,165)    (7,335,811)
                                                       -----------    -----------

       Net cash used in financing activities .......    (5,737,165)    (7,335,811)
                                                       -----------    -----------

Net decrease in cash ...............................      (161,775)       (81,021)

Cash at the beginning of the year ..................       622,425        703,446
                                                       -----------    -----------

Cash at the end of the year ........................   $   460,650    $   622,425
                                                       ===========    ===========

Supplemental information-interest paid .............   $   221,867    $   645,798
                                                       ===========    ===========


</TABLE>







See accompanying notes to financial statements.


<PAGE>


                           ICON Receivables 1997-B LLC

                          Notes to Financial Statements

                                December 31, 2002

1.       Organization

     ICON Receivables  1997-B LLC (the "Company"),  was formed in August 1997 by
three affiliated  partnerships,  ICON Cash Flow Partners L.P., Series E ("Series
E"), ICON Cash Flow Partners,  L.P. Six ("L.P. Six") and ICON Cash Flow Partners
L.P. Seven ("L.P.  Seven"),  who contributed and assigned  equipment  leases and
finance  receivables  and  residuals to the Company.  The  financial  statements
reflect  the  Company's   management  of  such  contributed  assets.  Since  its
formation,  the  Company has not entered  into any new  transactions  other than
owning and managing the assets  contributed for the benefit of the members.  The
servicing of the assets is provided by ICON Capital Corp.,  the general  partner
of each of the  members.  The  Company is winding  down its  portfolio  and will
distribute  available cash to its members when all assets are liquidated and all
obligations are paid.

2.       Significant Accounting Policies

     Basis of Accounting and Presentation - The Company's records are maintained
on the accrual basis. The preparation of financial statements in conformity with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities at the dates of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Significant   estimates   include  the  allowance  for  doubtful   accounts  and
unguaranteed  residual  values.  Management  believes  that  the  estimates  and
assumptions  utilized in preparing its financial  statements  are reasonable and
prudent.  In addition,  management is required to disclose contingent assets and
contingent liabilities. Actual results could differ from those estimates.

     Leases and Revenue  Recognition - The Company's leases are accounted for as
finance leases.  As such, the Company  recorded,  at the inception of the lease,
the total minimum lease payments receivable, the estimated unguaranteed residual
values  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.

     Investment in Financings - Investment in financings  represented  the gross
receivables  due from the  financing  of  equipment  less the  related  unearned
income.  The unearned  income is recognized as finance  income over the terms of
the receivables using the interest method.

     Allowance  for  Doubtful  Accounts - The Company  records a  provision  for
doubtful  accounts 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
Company's write-off policy is based on an analysis of the aging of the Company's
portfolio,  a review of the  non-performing  receivables  and leases,  and prior
collection  experience.  An account is fully  reserved  or written  off when the
analysis indicates that the probability of collection of the account is remote.



<PAGE>


                           ICON Receivables 1997-B LLC

                          Notes to Financial Statement

                                December 31, 2002

     Impairment of Estimated Residual Values - The Company'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 that the  estimated  fair
value of the underlying equipment is less than the Company's carrying value.

     The  Company  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 Company from re-lease or sale of the equipment.

     Income  Taxes - No  provision  for  income  taxes has been  made  since the
liability for such taxes is that of each of the members rather than the Company.
The  Partnership's  income tax returns are subject to examination by the federal
and state taxing  authorities,  and changes,  if any could adjust the individual
income taxes of the partners.

3.   Receivables Due in Installments

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

                   Finance
 Year              Leases               Financings              Total

2003           $     1,196,746       $     3,097,995    $      4,294,741
2004                    -                      -                   -
               ---------------       ---------------    ----------------
               $     1,196,746       $     3,097,995    $      4,294,741
               ===============       ===============    ================


     The  Company's  allowance  for doubtful  accounts  relates to a significant
amount of past due receivables  which are reflected in the above table as due in
2003.



<PAGE>


                           ICON Receivables 1997-B LLC

                          Notes to Financial Statements

                                December 31, 2002

4.   Allowance for Doubtful Accounts

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

                                                   Finance
                                                   Leases       Financings       Total
                                                   ------       ----------       -----
<S>                                             <C>            <C>            <C>
Balance at January 1, 2001 ..................   $   500,913    $ 1,181,770    $ 1,682,683

Accounts written-off ........................      (177,442)    (1,407,729)    (1,585,171)
Provision for doubtful accounts .............       775,248      1,387,056      2,162,304
                                                -----------    -----------    -----------

Balance at December 31, 2001 ................     1,098,719      1,161,097      2,259,816

Accounts written-off ........................      (700,153)       700,153           --
(Reversal of) provision for doubtful accounts          --         (583,140)      (583,140)
                                                -----------    -----------    -----------

Balance at December 31, 2002 ................   $   398,566    $ 1,278,110    $ 1,676,676
                                                ===========    ===========    ===========
</TABLE>

5.   Notes Payable

     The notes payable are non-recourse,  bear interest at 6.19% and are secured
by and payable from the  collections of finance lease  receivables  and proceeds
from the sales of residuals.  Loan origination fees are being amortized over the
life of the notes.

6.       Due to Affiliates

     The amount due to affiliates  represents collected rentals deposited in the
Company's bank account on behalf of affiliated companies.




<PAGE>








                                 ICON/AIC TRUST

                              Financial Statements

                           December 31, 2002 and 2001

                   (With Independent Auditor's Report Thereon)


<PAGE>








                          INDEPENDENT AUDITOR'S REPORT


The Beneficiaries
ICON/AIC TRUST

We have audited the accompanying  balance sheet of ICON/AIC TRUST as of December
31,  2002,  and the related  statements  of  operations,  changes in  beneficial
interestholders' equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Trust's management.  Our responsibility
is to express an opinion on these financial  statements  based on our audit. The
financial  statements of ICON/AIC TRUST as of December 31, 2001, were audited by
other  auditors  whose  report dated April 15,  2002,  expressed an  unqualified
opinion on those statements.

We conducted our audit 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  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the 2002  financial  statements  referred to the above  present
fairly, in all material respects, the financial position of ICON/AIC TRUST as of
December 31, 2002,  and the results of its operations and its cash flows for the
year then ended, in conformity with accounting  principles generally accepted in
the United States of America.


                                               /s/Hays & Company LLP
                                               --------------------------------
                                               Hays & Company LLP


March 13, 2003
New York, New York



<PAGE>


                                 ICON/AIC TRUST

                                 Balance Sheets

                                  December 31,

<TABLE>

                                                                 2002         2001
                                                                 ----         ----
          Assets

<S>                   <C>                                     <C>          <C>
Note receivable (Note 3) ..................................   $2,572,522   $3,645,250
Due from affiliate (Note 4) ...............................         --        204,189
                                                              ----------   ----------

Total assets ..............................................   $2,572,522   $3,849,439
                                                              ==========   ==========


         Liabilities and Beneficial Interestholders' Equity

Beneficial interestholders' equity ........................   $2,572,522   $3,849,439
                                                              ----------   ----------

Total liabilities and beneficial interestholders' equity ..   $2,572,522   $3,849,439
                                                              ==========   ==========

</TABLE>



























See accompanying notes to financial statements.



<PAGE>


                                 ICON/AIC TRUST

                            Statements of Operations

                        For the Years Ended December 31,
<TABLE>

                                                           2002           2001
                                                           ----           ----
Revenue

<S>                                                    <C>           <C>
Finance income .....................................   $      --     $   921,436
Interest income ....................................        63,500          --
Other income .......................................       148,849          --
                                                       -----------   -----------

Total revenue ......................................       212,349       921,436
                                                       -----------   -----------

Expenses

Loss from the sales of investments in finance leases          --       2,472,400
Foreign currency loss ..............................          --         607,831
Interest expense ...................................          --         434,526
Amortization of initial direct costs ...............          --          94,375
                                                       -----------   -----------

Total expenses .....................................          --       3,609,132
                                                       -----------   -----------

Net income (loss) ..................................   $   212,349   $(2,687,696)
                                                       ===========   ===========



</TABLE>




















See accompanying notes to financial statements.



<PAGE>


                                 ICON/AIC TRUST

           Statements of Changes in Beneficial Interestholders' Equity

                        For the Years Ended December 31,


<TABLE>

                                                                              2002                             2001
                                                                              ----                             ----

<S>                                                    <C>                 <C>              <C>                <C>
Beneficial interestholders' equity, beginning of the year
   (including accumulated other comprehensive
   income of $0 and $607,831)                                            $   3,849,439                       $6,758,454

Distributions to beneficial interestholders                                 (1,752,885)                        (829,150)

Net income (loss)                                    $      212,349                       $   (2,687,696)

Other comprehensive income - foreign
   translation gain                                         263,319                            -
Realization of foreign translation loss
   on sales of investment in finance leases               -                                      607,831
                                                     --------------                       --------------

Comprehensive income (loss)                                                    475,668                       (2,079,865)
                                                                         -------------                    -------------

Beneficial interestholders' equity, end of year
   (including accumulated other comprehensive
   income of $263,319 and $0)                                            $   2,572,522                    $   3,849,439
                                                                         =============                    =============

</TABLE>



















See accompanying notes to financial statements.


<PAGE>


                                 ICON/AIC TRUST

                            Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

                                                                 2002          2001
                                                                 ----          ----
Cash flows from operating activities:
<S>                                                         <C>            <C>
   Net income (loss) ....................................   $   212,349    $(2,687,696)
                                                            -----------    -----------
   Adjustments to reconcile net income (loss) to
     net cash provided by (used in) operating activities:
   Loss from the sale of investments in finance leases ..          --        2,472,400
   Foreign currency loss ................................          --          607,831
   Finance income portion of receivables paid directly
     to lenders by lessees ..............................          --         (921,436)
   Interest expense on non-recourse financing paid
     directly to lenders by lessees .....................          --          434,526
   Amortization of initial direct costs .................          --           94,375
   Changes in operating assets:
     Due from affiliate .................................       204,189       (204,189)
     Collection of principal-non-financed receivables ...          --          154,053
                                                            -----------    -----------

   Total adjustments ....................................       204,189      2,637,560
                                                            -----------    -----------

   Net cash provided by (used in) operating activities ..       416,538        (50,136)
                                                            -----------    -----------

Cash flows from investing activities:
   Collections of notes receivable ......................     1,336,347           --
   Proceeds from sales of investments in finance leases .          --          879,286
                                                            -----------    -----------
   Net cash provided by investing activities ............     1,336,347        879,286
                                                            -----------    -----------

Cash flows used in financing activities:
   Cash distributions to beneficial interestholders .....    (1,752,885)      (829,150)
                                                            -----------    -----------

Net increase in cash ....................................          --             --

Cash at beginning of year ...............................          --             --
                                                            -----------    -----------

Cash at end of year .....................................   $      --      $      --
                                                            ===========    ===========


</TABLE>






                                                        (continued on next page)


<PAGE>


                                 ICON/AIC TRUST

                      Statements of Cash Flows (Continued)

                        For the Years Ended December 31,

Supplemental Disclosure of Cash Flow Information

     For the  years  ended  December  31,  2002 and  2001,  non-cash  activities
included the following:

                                                         2002         2001
                                                         ----         ----
Principal and interest on direct finance
   receivables paid directly to lenders by lessees   $    --     $ 4,973,382
Principal and interest on non-recourse
   financing paid directly to lenders by lessees .        --      (4,973,382)
                                                     ---------   -----------

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


     Interest  expense of $0 and $434,526 for the years ended  December 31, 2002
and 2001 respectively,  consisted of interest expense on non-recourse  financing
paid or accrued directly to lenders by lessees.






























See accompanying notes to financial statements.


<PAGE>


                                 ICON/AIC TRUST

                          Notes to Financial Statements

                                December 31, 2002

1.       Organization

     ICON/AIC TRUST (the "Trust"),  was formed and commenced business operations
in 1999 to accept a  contribution  of  equipment  leases in the United  Kingdom,
subject to related debt,  from ICON Cash Flow Partners L.P. Seven (L.P.  Seven).
Subsequently,  L.P. Seven sold interests in the Trust to ICON Cash Flow Partners
L.P.  Eight A ("Fund  Eight A") and to ICON Cash Flow  Partners  L.P. Six ("L.P.
Six").

2.       Significant Accounting Policies

     Basis of Accounting and  Presentation - The Trust'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 at
the dates of the financial  statements and the reported  amounts of revenues and
expenses  during  the  reporting  periods.  Significant  estimates  include  the
allowance for doubtful  accounts and unguaranteed  residual  values.  Management
believes that the estimates and assumptions  utilized in preparing its financial
statements are reasonable  and prudent.  In addition,  management is required to
disclose  contingent  assets and  contingent  liabilities.  Actual results could
differ from those estimates.

     The  contributed  leases were all receivable in British pounds sterling and
the related  non-recourse  debt was  payable in British  pounds  sterling.  As a
result, the functional currency of the Trust is the British pounds sterling. The
financial statements are translated into U.S. dollars and resulting  translation
gains and losses are included as other comprehensive income.

     Leases and Revenue  Recognition - The Trust  accounted for owned  equipment
leased to third  parties  as  finance  leases.  For  finance  leases,  the Trust
recorded,   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 represented 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 was recognized
as  finance  income  over the terms of the  related  leases  using the  interest
method.  Initial direct costs of finance leases were  capitalized  and amortized
over the terms of the related leases using the interest method.

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




<PAGE>


                                 ICON/ AIC TRUST

                    Notes to Financial Statements (Continued)
                                December 31, 2002

     Income Taxes - No provision  for income taxes has been  recorded  since the
liability  for  such  taxes is that of each of the  beneficial  interestholders'
rather than the Trust. The Trust's income tax returns are subject to examination
by the federal and state taxing  authorities,  and changes,  if any could adjust
the individual income taxes of the beneficial interestholders.

3.       Sale of Finance Leases and Note Receivable

     On December 28, 2001,  the Trust sold its  remaining  investment in finance
leases subject to the remaining  related  non-recourse  debt, for a non-interest
bearing note which is collectible over a two and one half year period. The gross
note amount was  (pound)2,575,000 or $3,744,822 based upon the currency exchange
rate at December 31, 2001 and  discounted for imputed  interest.  The gross note
amount is  (pound)1,625,000  or $2,572,522 based upon the currency exchange rate
at December 31, 2002 and discounted for imputed interest. The note receivable is
due as follows:

      January 2003                   (pound)     450,000
      June 2003                                  425,000
      January 2004                               375,000
      June 2004                                  375,000
                                           -------------
                                   (pound)     1,625,000
                                           =============

     Foreign  currency  translation  gains  or  losses  are  recorded  as  other
comprehensive income or loss.

4.   Related Party Transactions

     The Trust is  managed by the  General  Partner  of the  Trust's  beneficial
interestholders.  The costs of administering  the Trust were not significant and
were absorbed by the beneficiaries in proportion to their sharing interests.



<PAGE>










                                ICON Cheyenne LLC

                              Financial Statements

                           December 31, 2002 and 2001

                   (With Independent Auditor's Report Thereon)







<PAGE>













                          INDEPENDENT AUDITOR'S REPORT


The Members
ICON Cheyenne LLC

We have  audited  the  accompanying  balance  sheet  of ICON  Cheyenne  LLC (the
"Company")  as of December 31, 2002 and the related  statements  of  operations,
changes in  members'  equity,  and cash flows for the years  then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.  The  financial  statements  of ICON  Cheyenne LLC as of December 31,
2001,  were  audited  by other  auditors  whose  report  dated  April 15,  2002,
expressed an unqualified opinion on those statements.

We conducted our audit 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.

In our opinion,  the 2002  financial  statements  referred to the above  present
fairly, in all material respects, the financial position of ICON Cheyenne LLC as
of December 31, 2002,  and the results of its  operations and its cash flows for
the years  then  ended,  in  conformity  with  accounting  principles  generally
accepted in the United States of America.


                                                          /s/Hays & Company LLP
                                                          Hays & Company LLP


March 13, 2003
New York, New York







<PAGE>


                                ICON Cheyenne LLC

                                 Balance Sheets

                                  December 31,

                                             2002                2001
                                             ----                ----

     Assets

Cash                                    $       305,358    $        279,550
                                        ---------------    ----------------

Investment in operating leases:
   Equipment cost                            22,496,293          28,832,836
   Accumulated depreciation                  (9,523,221)         (6,386,270)
                                        ---------------    -----------------
                                             12,973,072          22,446,566
                                        ---------------    ----------------

Equipment held for sale or lease              1,211,669               -

Due from affiliates                                -                878,015

Other assets                                    275,234             265,540
                                        ---------------    ----------------

Total assets                            $    14,765,333    $     23,869,671
                                        ===============    ================


   Liabilities And Members' Equity

Notes payable, non-recourse             $     4,796,713    $     10,223,768
Deferred income and other liabilities           331,604             921,738
Due to affiliates                                13,164               -
                                        ---------------    ----------------

Total liabilities                             5,141,481          11,145,506
                                        ---------------    ----------------

Commitments and Contingencies

Members' equity                               9,623,852          12,724,165
                                        ---------------    ----------------

Total liabilities and members' equity   $    14,765,333    $     23,869,671
                                        ===============    ================





See accompanying notes to financial statements.


<PAGE>


                                ICON Cheyenne LLC

                            Statements of Operations

                        For the Years Ended December 31,

                                                   2002              2001
                                                   ----              ----

Revenues

   Rental income                               $   6,903,098    $   8,830,255
   Gain on sales of equipment                        275,489           92,695
   Interest income and other                              -            90,230
                                               -------------    -------------

   Total revenues                                  7,178,587        9,013,180
                                               -------------    -------------

Expenses

   Depreciation expense                            5,173,296        6,722,261
   Interest expense                                  490,733          931,643
   General and administrative                         68,951           36,262
                                               -------------    -------------

   Total expenses                                  5,732,980        7,690,166
                                               -------------    -------------

Net income                                     $   1,445,607    $   1,323,014
                                               =============    =============






See accompanying notes to financial statements.



<PAGE>


                                ICON Cheyenne LLC

                     Statement of Changes in Members' Equity

                 For the Years Ended December 31, 2002 and 2001


Members' equity at January 1, 2001                 $      11,401,151

Net income                                                 1,323,014
                                                    ----------------

Members' equity at December 31, 2001                      12,724,165

Distributions to members                                  (4,545,920)

Net income                                                 1,445,607
                                                    ----------------

Members' equity at December 31, 2002                $      9,623,852
                                                    ================





See accompanying notes to financial statements.



<PAGE>


                                ICON Cheyenne LLC

                            Statements of Cash Flows

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

<S>                                                          <C>               <C>
                                                             2002              2001
                                                             ----              ----
Cash flows from operating activities:
   Net income                                            $ 1,445,607    $   1,323,014
                                                         -----------    -------------
   Adjustments to reconcile net income to
     net cash provided by operating activities:
       Depreciation                                        5,173,296        6,722,261
       Rental income paid directly to lenders by lessees  (4,894,866)      (8,426,301)
       Interest expense on non-recourse financing paid
         directly by lessees                                 490,733          931,643
       Gain on sales of equipment                           (275,489)         (92,695)
       Changes in operating assets and liabilities:
         Due to/from affiliates                              891,179         (878,015)
         Deferred income and other liabilities              (590,134)         921,738
         Other assets                                         (9,694)        (265,540)
                                                         -----------    -------------

           Total adjustments                                 785,025       (1,086,909)
                                                         -----------    -------------

       Net cash provided by operating activities           2,230,632          236,105
                                                         -----------    -------------

Cash flows from investing activities:
   Proceeds from sales of equipment                        2,341,096          629,514
                                                         -----------    -------------

Cash flows from financing activities:
   Distributions to members                               (4,545,920)            -
   Repayment of non-recourse debt                                -           (586,069)
                                                         ------------   -------------

       Net cash used in financing activities              (4,545,920)        (586,069)
                                                         -----------    -------------


Net increase in cash                                          25,808          279,550

Cash at beginning of year                                    279,550               -
                                                         -----------    -------------

Cash at end of year                                      $   305,358    $     279,550
                                                         ===========    =============
</TABLE>







                                                      (continued on next page)


<PAGE>


                                ICON Cheyenne LLC

                      Statements of Cash Flows (Continued)

Supplemental Disclosure of Cash Flow Information

     For the years ended December 31, 2002 and 2001, non-cash activities
included the following:
<TABLE>
<CAPTION>

<S>                                                          <C>                <C>
                                                             2002               2001
                                                             ----               ----

Rental income paid directly to lenders by lessees     $        4,894,866   $      8,426,301
Principal and interest on non-recourse financing
  paid directly to lenders by lessees                         (4,894,866)        (8,426,301)
                                                      ------------------   ----------------

                                                      $          -         $            -
                                                      ==================   ================
Interest expense on non-recourse financing
  accrued or paid directly to lenders by lessees      $          490,733   $        931,643
                                                      ==================   ================

Non-recourse debt assumed by lessees
  upon lease termination                              $        1,022,922   $            -
                                                      ==================   ================


</TABLE>



See accompanying notes to financial statements.


<PAGE>


                                ICON Cheyenne LLC

                          Notes to Financial Statements

                                December 31, 2002

1.   Organization

     ICON  Cheyenne  LLC (the  "LLC") was formed  December  27,  2000 as a joint
venture between four affiliates; ICON Income Fund Eight B L.P. ("Fund Eight B"),
ICON Cash Flow Partners L.P. Seven ("L.P.  Seven"),  ICON Cash Flow Partner L.P.
Six ("L.P. Six") and ICON Income Fund Eight A L.P. ("Fund Eight A"). The purpose
of the LLC was to acquire a portfolio of leases  consisting  of various types of
industrial  and  manufacturing  equipment.  The  total  purchase  price  of  the
portfolio acquired was $29,705,716 and was financed with cash of $11,401,151 and
non-recourse  debt of  $18,304,565.  Fund  Eight B has a  majority  interest  of
87.69%,  while L.P.  Seven,  L.P.  Six and Fund Eight A have  10.31%,  1% and 1%
interests, respectively.

     Profits,  losses, cash distributions and disposition proceeds are allocated
to the members in accordance to their share of interest.

2.   Significant Accounting Policies

     Basis of Accounting and  Presentation - The LLC's records are maintained on
the accrual basis.  The  preparation of financial  statements in conformity with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  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  periods.  Significant  estimates
include the allowance for doubtful  accounts and  unguaranteed  residual values.
Management believes that the estimates and assumptions utilized in preparing its
financial  statements  are reasonable  and prudent.  In addition,  management is
required  to  disclose  contingent  assets and  contingent  liabilities.  Actual
results could differ from those estimates.

     Leases  and  Revenue  Recognition-  All leases in the LLC's  portfolio  are
classified as operating leases.  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 are included in other assets.

     Equipment  Held for Lease or Sale - The off-lease  equipment are carried at
cost, less accumulated  depreciation,  subject to the  Partnership's  impairment
policy.

     Impairment  of Assets - The LLC's  policy  with  respect to  impairment  of
estimated  salvage values of operating leases is to review, on a periodic basis,
the carrying value on an individual asset 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 salvage value of
an asset has been  impaired are (i) the estimated  fair value of the  underlying
equipment  is less  than  the  LLC'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 LLC's  carrying
value.  Generally  in the  latter  situation,  the  carrying  value  relates  to
equipment  subject to third party  non-recourse  notes  payable where the lessee
remits its rental  payments  directly to the lender and the LLC does not recover
its carrying value until the non-recourse note obligation is repaid in full.



<PAGE>


                                ICON Cheyenne LLC

                    Notes to Financial Statements (Continued)

                                December 31, 2002

     Income  Taxes - No  provision  for  income  taxes has been  recorded  since
liability  for such taxes is that of each member  rather than the LLC. The LLC's
income tax returns are subject to  examination  by the federal and state  taxing
authorities, and changes, if any could adjust the individual income taxes of the
partners.

     Reclassifications   -  Certain   items  from  the  prior  years  have  been
reclassified to conform to the classifications used in 2002.

3.   Investment In Operating Leases

     In  December  2000,  the LLC  acquired  a  portfolio  of  operating  leases
involving various types of equipment for a total cost of $29,705,716. During the
years ended  December 31, 2002 and 2001 the LLC sold a portion of such equipment
upon termination of the underlying leases.

     The investment in operating leases at December 31, 2002 and 2001 consisted
of the following:
<TABLE>
<CAPTION>

<S>                                                           <C>                   <C>
                                                              2002                  2001
                                                              ----                  ----

Equipment cost, beginning of year                      $     28,832,836      $     29,705,716

Transfer to equipment held for sale or lease                 (1,211,669)                  -

Equipment dispositions                                       (5,124,874)             (872,880)
                                                       ----------------      ----------------

Equipment cost, end of year                                  22,496,293            28,832,836
                                                       ----------------      ----------------

Accumulated depreciation, beginning of year                  (6,386,270)                  -

Depreciation expense                                         (5,173,296)           (6,722,261)

Accumulated depreciation on equipment sold                    2,036,345               335,991
                                                       ----------------      ----------------

Accumulated depreciation, end of year                        (9,523,221)           (6,386,270)
                                                       ----------------      ----------------

Investment in operating leases, end of year            $     12,973,072      $     22,446,566
                                                       ================      ================
</TABLE>

     Non-cancellable rents due on operating leases are as follows:

               YearEnding
              December 31,                    Amount

                  2003                   $    3,880,525
                  2004                        1,116,519
                  2005                          414,756
                  2006                           14,264
                                         --------------

                                         $    5,426,064
                                         ==============



<PAGE>



                                ICON Cheyenne LLC

                    Notes to Financial Statements (Continued)

                                December 31, 2002

4.   Notes Payable

     Notes payable consist of non-recourse notes, which accrue interest at rates
ranging  from 5.52% to 8.02%,  and which are being paid  directly  to lenders by
lessees.

     The notes mature as follows:

               YearEnding
              December 31,                    Amount

                  2003                   $    3,325,400
                  2004                        1,065,119
                  2005                          399,351
                  2006                            6,843
                                         --------------

                                         $    4,796,713
                                         ==============


5.   Related Party Transactions

     The amount due to affiliates represents net rental payments received by the
LLC on behalf of affiliated companies.