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, 2003
                         -------------------------------------------------------
                                       or

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

Commission File Number                                33-40044

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

                  Delaware                          13-3602979
--------------------------------------------------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

             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., Series D
                        (A Delaware Limited Partnership)

                                December 31, 2003

                                TABLE OF CONTENTS

Item                                                                        Page

PART I

1.   Business                                                                3-4

2.   Properties                                                                4

3.   Legal Proceedings                                                         4

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

PART II

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

6.   Selected Consolidated Financial Data                                      6

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                    7-12

7A.  Qualitative and Quantitative Disclosures About Market Risk               13

8.   Consolidated Financial Statements                                     14-30

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                      31

9A.  Controls and Procedures                                                  31


PART III

10.  Directors and Executive Officers of the Registrant's General Partner  32-33

11.  Executive Compensation                                                   32

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                        32-33

13.  Certain Relationships and Related Transactions                           33

14.  Principal Accounting Fees and Services                                   33

PART IV

15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       33-34

SIGNATURES                                                                    35

Certifications                                                             36-39

<PAGE>

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

                                December 31, 2003

PART I

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

General Development of Business

     ICON Cash Flow Partners,  L.P., Series D (the  "Partnership") was formed in
February  1991 as a Delaware  limited  partnership.  The  Partnership  commenced
business  operations on its initial  closing date,  September 13, 1991, with the
admission of 26,905.59 limited partnership units. Between September 14, 1991 and
June 5, 1992 (the final closing date), 373,094.41 additional units were admitted
bringing the total  admissions to 400,000 units totaling  $40,000,000 in capital
contributions.  From 1994 through  2003,  the  Partnership  redeemed 882 limited
partnership units leaving 399,118 units outstanding at December 31, 2003.

     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.

     The  Partnership's   reinvestment  period  ended  June  5,  1997,  and  the
disposition  period began on June 6, 1997.  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  new  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 acquiring
and managing  equipment  subject to leases with companies  that the  Partnership
believes to be creditworthy.

Narrative Description of Business

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
investment objective of the Partnership is to obtain the maximum economic return
from its investments for the benefit of its partners.  To achieve this objective
the  Partnership  has:  (1)  acquired  a  diversified  portfolio  of leases  and
financing  transactions;  (2) made  monthly  cash  distributions  to its limited
partners  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)  commenced  the  disposition  period  and  begun  to  sell  the
Partnership's investments and distribute the cash from sales of such investments
to its partners.

     The equipment  leasing  industry is highly  competitive.  In initiating its
leasing   transactions,   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.

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

<PAGE>

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

                                December 31, 2003

Lease and Financing Transactions

     During the years ended December 31, 2003 and 2002, the  Partnership did not
finance or purchase any new equipment. The Partnership had disposed of equipment
upon lease expirations in 2003, which resulted in a gain of $116,939.

     The Partnership  has one lessee which  represents more than 10% of revenue,
the lease of a DeHaviland DHC-8-102 aircraft to U.S. Airways. Lease rentals were
$240,000  for 2003 and $582,931  for 2002.  The  carrying  value of the aircraft
represented approximately 36.8% of the Partnership's assets at December 31, 2003
and 39.5% 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  Partnership,  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 fourth
quarter of 2003.

<PAGE>

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

                                December 31, 2003

PART II

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

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

                                          Number of Equity Security Holders
Title of Class                                 as of February 29, 2004
--------------                                 -----------------------

Limited Partners                                      3,078
General Partner                                           1

<PAGE>

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

                                December 31, 2003

Item 6.  Selected Consolidated Financial Data
         ------------------------------------


<TABLE>
<CAPTION>

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

                                 2003             2002              2001             2000                1999
                                 ----             ----              ----             ----                ----

<S>                         <C>             <C>               <C>               <C>               <C>
Total revenues              $     600,314   $     1,594,108   $      874,695    $    2,200,367    $     2,658,007
                            =============   ===============   ==============    ==============    ===============

Net (loss) income           $     (18,781)  $       662,388   $      284,772    $      820,615    $       823,675
                            =============   ===============   ==============    ==============    ===============

Net (loss) income
  allocable to limited
  partners                  $     (18,593)  $       655,764   $      281,924    $      812,409    $       815,438
                            =============   ===============   ==============    ==============    ===============

Net (loss) income
  allocable to the
  General Partner           $        (188)  $         6,624   $        2,848    $        8,206    $         8,237
                            =============   ===============   ==============    ==============    ===============

Weighted average
  limited partnership
  units outstanding         $     399,118           399,118          399,118           399,118            399,118
                            =============   ===============   ==============    ==============    ===============

Net (loss) income per
  weighted average
  limited partnership
  unit                      $       (0.05)  $         1.64    $         0.71    $        2.04     $         2.04
                            =============   ===============   ==============    ==============    ===============

Distributions to
  limited partners          $        -      $        -        $      588,646    $    4,091,082    $    2,461,219
                            =============   ===============   ==============    ==============    ===============

Distributions per
  weighted average limited
    partnership unit        $        -      $        -        $         1.47    $       10.25     $         6.17
                            =============   ===============   ==============    ==============    ===============

Distributions to the
  General Partner           $        -      $        -        $        5,946    $       41,323    $       24,840
                            =============   ===============   ==============    ==============    ===============

</TABLE>




<TABLE>
<CAPTION>

                                                                 December 31,
                                                                 ------------

                                 2003             2002              2001             2000                1999
                                 ----             ----              ----             ----                ----

<S>                        <C>              <C>               <C>               <C>               <C>
Total assets               $    3,013,421   $     3,421,904   $    3,847,550    $    5,251,699    $    11,621,332
                           ==============   ===============   ==============    ==============    ===============

Notes Payable              $    1,934,027   $     2,086,075   $    2,526,940    $    3,111,495    $     5,175,985
                           ==============   ===============   ==============    ==============    ===============

Partners' equity           $    1,020,997   $     1,039,778   $      377,390    $      687,210    $     3,999,000
                           ==============   ===============   ==============    ==============    ===============

</TABLE>

     The  selected  financial  data  should  be read  in  conjunction  with  the
consolidated  financial  statements and related notes included in Item 8 of this
report.

<PAGE>

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

                                December 31, 2003

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

     Forward-Looking  Information - The following discussion and analysis should
be read in  conjunction  with  the  audited  consolidated  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.

     Overview - The results of operations  reflect the risk factors  outlined in
the Partnership's prospectus. Such risk factors include, but are not limited to,
the  decline  in the  value of the  Partnership's  equipment,  no  guarantee  of
profitability,  the potential of lessee  default,  and economic  factors such as
prevailing  interest rates. These risk factors affect the Partnership's  ability
to realize income,  in that they increase the  Partnership's  expenses by way of
additional  depreciation,  impairment  loss,  and  provision  for bad debts.  In
addition, as the Partnership liquidates its portfolio and leases expire the cash
flow will decrease.

     Under  the  Operating  Agreement  of  the  Partnership,  the  term  of  the
Partnership  is limited  within the  life-span  of the leases  remaining  in the
portfolio during the liquidation  period.  Therefore,  as the leases mature, the
expected  revenue from the portfolio will decline.  However,  the  Partnership's
expenses,  while  declining  during the  liquidation  period will  increase as a
percentage of lease revenue as certain  expenses are fixed;  thereby  decreasing
the partnership's cash flow.

     As the Partnership is currently  operating in its liquidation  period,  the
General  Partner  diligently  monitors the  portfolio  for any trends that would
affect equipment values.

     The Partnership - The Partnership's portfolio consisted of a net investment
in finance  leases,  investment  in operating  lease  equipment,  investment  in
financings and an investment in an unconsolidated joint venture representing 0%,
37%, 61% and 1% of total investments at December 31, 2003, respectively, and 0%,
44%, 54% and 2% of total investments at December 31, 2002, respectively.

Results of Operations
---------------------

Years Ended December 31, 2003 and 2002

     For the years ended  December 31, 2003 and 2002,  the  Partnership  did not
finance or purchase any new equipment.

<PAGE>

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

                                December 31, 2003

     Revenues for the year ended December 31, 2003 ("2003 Period") were $600,314
representing a decrease of $993,794 from December 31, 2002 ("2002 Period").  The
decrease in revenues  resulted  primarily  from  decreases  in rental  income of
$538,803  in the 2003  Period as  compared  to the 2002  Period.  Rental  income
decreased  due to the  restructuring  of the lease  terms with US  Airways  ("US
Air"), the Partnership's largest investment. Lease rentals from US Air decreased
by 59%.  The  Partnership  also had  decreases  in  income  from  investment  in
unconsolidated  joint  venture,  and  interest  income and other of $43,443  and
$544,744 respectively. The Partnership experienced gain on sales of equipment of
$116,939 in the 2003 Period as compared to a loss of $8,001 in the 2002  Period.
The Partnership's  major sale was the equipment leased to Champlain Cable Corp.,
from which the Partnership received proceeds of $141,956 for a gain of $116,591.

     Expenses  for the 2003  Period  were  $619,095  representing  a decrease of
$312,625  from the 2002 Period.  The decrease is primarily  due to a decrease in
depreciation expense of $156,240, and no provision for bad debt in comparison to
the 2002 Period.  Depreciation expense decreased due to the restructuring of the
US Air's  lease  terms  effective  January  3,  2003.  The  Partnership  made no
provision  for bad debt,  as the current  allowance is adequate to cover current
delinquencies with the view of future delinquency being remote. Interest expense
decreased  by $31,852 as the  outstanding  debt  balance  reduced.  General  and
administrative   expense   increased   due  to  legal  fees   incurred  for  the
restructuring of the US Air lease.

     Net (loss)  income for the 2003  Period and 2002 Period was  $(18,781)  and
$662,338,  respectively.  The net (loss)  income per  weighted  average  limited
partnership unit was $(0.05) and $1.64 for 2003 and 2002 Periods, respectively.

Years Ended December 31, 2002 and 2001

     For the  years  ended  December  31,  2002 and 2001  ("2000  period"),  the
Partnership did not finance or purchase any new equipment.

     Revenues  for the  year  ended  December  31,  2002  ("2002  Period")  were
$1,594,108,  representing  an increase of $719,413 from December 31, 2001 ("2001
Period").   The  increase  in  revenues  resulted  primarily  from  income  from
investment  in  unconsolidated  joint  venture of $27,647 in the 2002  Period as
compared to losses of $491,869 in the 2001  Period,  and an increase in interest
income and other of $498,553.  The interest income and other for the 2002 Period
included a one-time  adjustment  due to a revised  estimate of residual  sharing
values of $513,174.  Offsetting  these increases were decreases in rental income
of $223,377, finance income of $62,422 and net losses from sales of equipment of
$8,001.

     Rental income  decreased due to a one-time  settlement  payment of $200,000
and recognition of approximately $244,000 of other lease settlements in the 2001
Period, which is offset by rents generated by the renewal of certain leases that
were  reclassified  from finance leases to operating  leases in the 2002 Period.
Finance  income  decreased due to a decrease in the size of  investments  in the
finance lease portfolio from the 2001 Period to the 2002 Period.  The gains from
investment  in joint  venture were  primarily due to a reversal of the provision
for bad debt of $268,834 in the 2002 Period by an underlying joint venture, ICON
Receivables  1997-A LLC, as  compared  to  recorded  provisions  for bad debt of
$1,825,000 in the 2001 Period.

<PAGE>


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

                                December 31, 2003

     Expenses  for the 2002 Period were  $931,720,  representing  an increase of
$341,797  from the 2001 Period.  The increase is primarily due to an increase of
the  provision for bad debt of $390,831 and an increase of the  depreciation  of
$24,912.  Offsetting  these  increases  are  decreases  in  interest of $58,313,
general and administration of $11,573,  and amortization of initial direct costs
of $4,060. In the 2002 Period, the increase in the provision for bad debt is due
to the provision  for US Airways  rents of $201,000  offset by a reversal of the
provision for financing of $67,097 that was no longer deemed  necessary.  In the
2001 Period, there was a reversal of the provision for bad debt of $256,928. The
decrease in interest  is due to a lower debt  balance in the 2002 Period  versus
the 2001 Period.

     Net income for the 2002 Period and 2001 Period was $662,388  and  $284,772,
respectively.  The net income per weighted average limited  partnership unit was
$1.64 and $0.71 for 2002 Period and 2001 Period, respectively.

Liquidity and Capital Resources

     Net cash used in operating  activities was $117,244 in the 2003 Period. The
Partnership's  current  sources of cash are proceeds  being  collected  from one
financing  lease at the rate of $7,000  per month  plus  certain  month to month
renewal lease payments. In addition, proceeds from sale of equipment of $142,303
also attributed to the  Partnership's  sources of cash. The  Partnership's  cash
flow from operating activities may be less than the Partnership's  current level
of expenses.  To the extent that cash flow is insufficient to pay such expenses,
the  Partnership  may be  required  to sell  assets  prior to maturity or borrow
against future cash flows.

     It is anticipated that cash distributions,  if any, will not be significant
until  the  realization  of  proceeds  from  the sale or  release  of the US Air
aircraft  and  the  maturity  of the  related  financing  as  well  as  proceeds
anticipated  from the  investment  in  financing  mentioned  in the notes to the
consolidated  financial  statements under Related Party  Transactions (Note 3 to
the consolidated financial statements).  There were no cash distributions to the
limited partners for the 2003 Period.

     The  Partnership has the following  contractual  obligations as of December
31,  2003.  This  obligation  arises  mainly from the  acquisition  of equipment
subject to lease. Rental payments from the leases associated with this equipment
are assigned to paydown such obligations.

                                                       Payments Due By Period
                                                              1-2 Years
                                                              ---------

   Long-term obligation (Notes payable)                    $   1,934,027

     See Note 6 to the consolidated  financial statements,  Note Payable, as set
forth in Part II, Item 8, Consolidated Financial Statements.

     The U.S.  Air debt was  restructured  as of January 3, 2003 due to U.S. Air
filing for bankruptcy protection.  This debt carries an interest rate of 11% and
had a maturity  date of  December  2003.  Based upon US Air's  request for lease
extension the  Partnership is in negotiation  with the lender to extend the loan
maturity date to match the lease extension.  This debt is  collateralized by the
underlying equipment with a net book value of $1,101,202 at December 31, 2003.

<PAGE>


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

                                December 31, 2003

     The  Partnership's   reinvestment  period  ended  June  5,  1997,  and  the
disposition  period began on June 6, 1997.  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  continue 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.

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

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  consolidated  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 effect 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.

     Use of Estimates - 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 bad debts 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  Partnership  accounts  for  owned
equipment leased to third parties as either finance leases or operating  leases,
as  appropriate.  Initial direct costs of operating  leases are  capitalized and
amortized on the straight-line method over the lease terms. Initial direct costs
of  finance  leases  are  capitalized  and are  amortized  over the terms of the
related leases using the interest method.

     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 term to its 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.

<PAGE>


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

                                December 31, 2003

     Impairment  - Residual  values of the  Partnership's  asset  portfolio  are
periodically  reviewed to determine  whether events or changes in  circumstances
indicate that the carrying value of an asset may not be recoverable.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset may be  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.

     An  impairment  loss is  measured  and  recognized  only  if the  estimated
undiscounted  future cash flows of the asset are less than their net book value.
The  estimated  undiscounted  future  cash  flows  are the sum of the  estimated
residual  value of the asset at the end of the asset's  expected  holding period
and estimates of undiscounted  future rents.  The residual value assumes,  among
other things,  that the asset is utilized normally in an open,  unrestricted and
stable market. Short-term fluctuations in the market place disregarded and it is
assumed that there is no necessity either to dispose of a significant  number of
the  assets  simultaneously,  if held in  quantity,  or to  dispose of the asset
quickly.  Impairment is measured as the difference between the fair value of the
assets and its carrying value on the measurement date.

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

     Credit  Risk  -  Financial   instruments  that   potentially   subject  the
Partnership to  concentrations of credit risk include cash and cash equivalents,
direct finance lease receivables and accounts receivable. The Partnership places
its cash deposits and temporary cash investments with creditworthy, high quality
financial  institutions.  The  concentration of such deposits and temporary cash
investments  is not  deemed to  create a  significant  risk to the  Partnership.
Accounts  receivable  represent amounts due from lessees in various  industries,
related to equipment on operating and direct financing leases.

     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.

Recent Accounting Pronouncements

     In April 2003, the FASB issued SFAS No. 149,  Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
accounting for derivative instruments,  including certain derivative instruments



<PAGE>


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

                                December 31, 2003

embedded in other contracts,  and for hedging activities under SFAS No. 133. The
Statement  requires that contracts with comparable  characteristics be accounted
for  similarly and clarifies  when a derivative  contains a financing  component
that warrants special  reporting in the statement of cash flows. SFAS No. 149 is
effective for contracts  entered into or modified after June 30, 2003, except in
certain circumstances,  and for hedging relationships  designated after June 30,
2003.  The  adoption  of this  standard  did not have a  material  effect on the
Partnership's financial position or results of operations.


     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  in  its
statements   of  financial   position   certain   financial   instruments   with
characteristics  of both  liabilities  and equity.  It  requires  that an issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset in some  circumstances)  because  that  financial  instrument  embodies an
obligation of the issuer. This Statement is effective for financial  instruments
entered into or modified  after May 31, 2003,  and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003,  except for
mandatorily   redeemable  financial  instruments  of  nonpublic  entities.   For
nonpublic  entities,  the effective  date of the provisions of SFAS No. 150 that
relate to mandatorily  redeemable financial  instruments has been deferred until
fiscal years that begin after  December 31, 2003.  The adoption of this standard
is not  expected  to  have a  material  effect  on the  Partnership's  financial
position  or results of  operations.

     In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities,  an  Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46  provides  guidance  on how to  identify  a variable  interest
entity,  or VIE, and  determine  when the assets,  liabilities,  non-controlling
interests,   and  results  of  operations  of  a  VIE  must  be  included  in  a
Partnership's  consolidated  financial  statements.  A  Partnership  that  holds
variable  interests  in an entity is required to  consolidate  the entity if the
Partnership's  interest  in the VIE is such that the  Partnership  will absorb a
majority of the VIE's expected  losses and/or receive a majority of the entity's
expected  residual  returns,  if any.  VIE's created after January 31, 2003, but
prior to January 1, 2004,  may be  accounted  for either  based on the  original
interpretation   or  the   Revised   Interpretations.   However,   the   Revised
Interpretations  must be applied no later than the first  quarter of fiscal year
2004.  VIE's  created  after  January  1, 2004 must be  accounted  for under the
Revised Interpretations.  There has been no material impact to the Partnership's
financial  statements  and there is no expected  impact from the adoption of the
deferred provisions in the first quarter of fiscal year 2004.

     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.

<PAGE>

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

                                December 31, 2003

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

     The  Partnership is exposed to certain market risks,  including  changes in
interest rates and the demand for equipment (and the related residuals) owned by
the Partnership and its investee. The Partnership believes its exposure to other
market risks are  insignificant  to both its  financial  position and results of
operations.

     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 through re-leasing or sale of equipment.

<PAGE>

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

                                December 31, 2003

Item 8.  Consolidated Financial Statements
         ---------------------------------

                   Index to Consolidated Financial Statements

                                                              Page Number

Independent Auditors' Reports                                      16-17

Consolidated Balance Sheets as of December 31, 2003 and 2002          18

Consolidated Statements of Operations for the Years Ended
  December 31, 2003, 2002 and 2001                                    19

Consolidated Statement of Changes in Partners' Equity for the
  Years Ended December 31, 2001, 2002 and 2003                        20

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2003, 2002 and 2001                                 21-22

Notes to Consolidated Financial Statements                         23-30

<PAGE>









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

                        Consolidated Financial Statements

                                December 31, 2003

                   (With Independent Auditors' Report Thereon)


<PAGE>











The Partners
ICON Cash Flow Partners, L.P., Series D


                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

We have audited the accompanying  consolidated  balance sheets of ICON Cash Flow
Partners, L.P., Series D (a Delaware limited partnership) and subsidiaries as of
December  31,  2003  and  2002,  and  the  related  consolidated  statements  of
operations,  changes  in  partners'  equity,  and cash flows for each of the two
years in the period  ended  December  31,  2003.  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.

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., Series D and subsidiaries as of December 31, 2003 and 2002, and
the results of their  operations  and their cash flows for each of the two years
in the period ended December 31, 2003 in conformity with  accounting  principles
generally accepted in the United States of America.

As  discussed  in Note 1, the  Partnership's  reinvestment  period ended and its
disposition  period  began on June 6, 1997.  During the  disposition  period the
Partnership will distribute substantially all distributable cash from operations
and  equipment  sales to the partners and begin the orderly  termination  of its
operations and affairs.



/s/ Hays & Company LLP


March 19, 2004
New York, New York

<PAGE>




                          Independent Auditors' Report
                          ----------------------------

The Partners
ICON Cash Flow Partners, L.P., Series D:

We  have  audited  the  accompanying   consolidated  statements  of  operations,
partners' equity,  and cash flows of ICON Cash Flow Partners,  L.P., Series D (a
Delaware  limited  partnership)  for the year 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 audit.

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  Partnership's  reinvestment  period ended June 5,
1997.  The  disposition  period  began on June 6, 1997.  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 results of the  operations  and the cash
flows of ICON Cash Flow Partners, L.P., Series D for the year ended December 31,
2001, in conformity with accounting  principles generally accepted in the United
States of America.

/s/KPMG LLP
April 15, 2002

<PAGE>

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

                           Consolidated Balance Sheets

                           December 31, 2003 and 2002


                                                         2003           2002
      Assets

Cash and cash equivalents                          $     44,342   $    116,095
                                                   ------------   ------------

Investment in finance leases
   Minimum rents receivable                               1,071          4,082
                                                   ------------   ------------

Investment in operating leases
   Equipment at cost                                  3,384,869      3,459,597
   Accumulated depreciation                          (2,274,667)    (2,059,577)
                                                   ------------   ------------
                                                      1,110,202      1,400,020
                                                   ------------   ------------

Investment in financings
   Receivables due in installments                    1,956,917      2,048,816
   Unearned income                                     (111,491)      (304,051)
   Allowance for doubtful accounts                      (26,032)       (25,000)
                                                   ------------   ------------
                                                      1,819,394      1,719,765

Investment in unconsolidated joint venture               38,412         54,208
                                                   ------------   ------------

Other assets, net                                         -            127,734
                                                   ------------   ------------

Total assets                                       $  3,013,421   $  3,421,904
                                                   ------------   ------------

      Liabilities and Partners' Equity

Notes payable - non-recourse                       $  1,934,027   $  2,086,075
Due to affiliates, net                                   49,486        137,153
Deferred credits and other payables                       8,911        158,898
                                                   ------------   ------------

Total liabilities                                     1,992,424      2,382,126
                                                   ------------   ------------

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                     (334,386)      (334,198)
   Limited partners (399,118 units outstanding,
     $100 per unit original issue price)              1,355,383      1,373,976
                                                   ------------   ------------

Total partners' equity                                1,020,997      1,039,778
                                                   ------------   ------------

Total liabilities and partners' equity             $  3,013,421   $  3,421,904
                                                   ------------   ------------





See accompanying notes to consolidated financial statements.

<PAGE>

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

                      Consolidated Statements of Operations

              For the Years Ended December 31, 2003, 2002 and 2001


<TABLE>
<CAPTION>


                                                        2003                2002                 2001

<S>                                                <C>                 <C>                  <C>
Revenues

   Rental income                                   $     284,045       $     822,848        $   1,046,225
   Finance income                                        192,560             184,301              246,723
   (Loss) income from investment
     in unconsolidated joint venture                     (15,796)             27,647             (491,869)
   Net (loss) gain on sales of equipment                 116,939              (8,001)               4,856
   Interest income and other                              22,566             567,313               68,760
                                                   -------------       -------------        -------------

   Total revenues                                        600,314           1,594,108              874,695
                                                   -------------       -------------        -------------

Expenses

   Depreciation expense                                  252,456             408,696              383,784
   Interest                                              213,428             245,280              303,593
   General and administrative expense                    153,211             143,386              154,959
   Amortization of initial direct costs                      -                   455                4,515
   Provision for (reversal of) bad debts                     -               133,903             (256,928)
                                                   -------------       -------------        -------------

   Total expenses                                        619,095             931,720              589,923
                                                   -------------       -------------        -------------

Net (loss) income                                  $     (18,781)      $     662,388        $     284,772
                                                   =============       =============        =============

Net (loss) income allocable to:
   Limited partners                                $     (18,593)      $     655,764        $     281,924
   General Partner                                          (188)              6,624                2,848
                                                   -------------       -------------        -------------

                                                   $      (18,781)     $     662,388        $     284,772
                                                   ==============      =============        =============
Weighted average number of limited
   partnership units outstanding                           399,118           399,118              399,118
                                                   ===============     =============        =============

Net (loss) income per weighted average
   limited partnership unit                        $         (0.05)    $        1.64        $        0.71
                                                   ===============     =============        =============


</TABLE>








See accompanying notes to consolidated financial statements.

<PAGE>

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

              Consolidated Statement of Changes in Partners' Equity

              For the Years Ended December 31, 2001, 2002 and 2003


<TABLE>
<CAPTION>

                                     Limited Partner Distributions

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

<S>                                   <C>              <C>                  <C>              <C>           <C>
Balance at
   January 1, 2001                                                     $   1,024,934  $    (337,724) $      687,210

Cash distributions
   to partners                        $  0.76          $   0.71             (588,646)        (5,946)       (594,592)

Net income                                                                   281,924          2,848         284,772
                                                                       -------------  -------------   -------------

Balance at
   December 31, 2001                                                         718,212       (340,822)        377,390

Net income                                                                   655,764          6,624         662,388
                                                                       -------------  -------------  --------------

Balance at
   December 31, 2002                                                       1,373,976       (334,198)      1,039,778

Net loss                                                                     (18,593)          (188)        (18,781)
                                                                       -------------  -------------  --------------

Balance at
   December 31, 2003                                                   $   1,355,383  $    (334,386) $    1,020,997
                                                                       =============  =============  ==============

</TABLE>

















See accompanying notes to consolidated financial statements.

<PAGE>

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

                      Consolidated Statements of Cash Flows

              For the Years Ended December 31, 2003, 2002 and 2001


<TABLE>
<CAPTION>

                                                                         2003           2002            2001

<S>                                                                  <C>            <C>            <C>
Cash flows from operating activities:
   Net (loss) income                                                 $     (18,781) $     662,388  $     284,772
                                                                     -------------  -------------  -------------
   Adjustments to reconcile net (loss) income to
     net cash (used in) provided by operating activities:
       Rental income paid directly to lenders by lessees                  (268,664)      (388,591)      (582,931)
       Finance income portion of receivables paid
         directly to lenders by lessees                                        -         (156,684)      (246,723)
       Depreciation expense                                                252,456        408,696        383,784
       Provision for (reversal of) bad debts                                    -         133,903       (256,928)
       Interest expense on non-recourse financing
         paid directly to lenders by lessees                               213,428        127,330        301,551
       Net (loss) gain on sales of equipment                              (116,939)         8,001         (4,856)
       Amortization of initial direct costs                                     -             455          4,515
       Loss (income) from investment in
          unconsolidated joint venture                                      15,796        (27,647)       491,869
       Changes in operating assets and liabilities:
         Collection of receivables                                         (85,653)       370,078        175,928
         Other assets, net                                                 128,767       (270,682)        36,998
         Due to affiliates, net                                            (87,667)            -           2,004
         Deferred credits and other payables                              (149,987)      (647,619)      (438,611)
         Other                                                                 -               -         (90,359)
                                                                     -------------    -----------  -------------

         Total adjustments                                                 (98,463)      (442,760)      (223,759)
                                                                     -------------    -----------  -------------

Net cash (used in) provided by operating activities                       (117,244)       219,628         61,013
                                                                     -------------    -----------  -------------

Cash flows from investing activities:
   Proceeds from sales of equipment                                        142,303          1,494        527,845
                                                                     -------------    -----------  -------------

Cash flows from financing activities:
   Principal payments on note payable - non-recourse                       (96,812)      (179,154)       (72,717)
   Cash distributions to partners                                             -              -          (594,592)
                                                                     --------------    ----------- -------------

Net cash used in financing activities                                      (96,812)      (179,154)      (667,309)
                                                                     --------------    ----------- -------------

Net (decrease) increase in cash and cash equivalents                       (71,753)        41,968        (78,451)

Cash and cash equivalents at beginning of year                             116,095         74,127        152,578
                                                                     --------------    ----------- --------------

Cash and cash equivalents at end of year                             $      44,342  $     116,095  $      74,127
                                                                     =============  =============  =============

</TABLE>




                                                        (continued on next page)
<PAGE>

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

                Consolidated Statements of Cash Flows (Continued)

              For the Years Ended December 31, 2003, 2002 and 2001

Supplemental Disclosures of Cash Flow Information
-------------------------------------------------

     During  the  years  ended  December  31,  2003,  2002  and  2001,  non-cash
activities included the following:

<TABLE>
<CAPTION>


                                                                         2003             2002          2001
                                                                         ----             ----          ----

<S>                                                                  <C>            <C>            <C>
Principal and interest on finance receivables
  paid directly to lenders by lessees                                $       -      $      -       $     303,625
Rental income paid directly to lenders by lessees                          268,664        388,591        582,931
Principal and interest on non-recourse financing
   paid directly to lenders by lessees                                    (268,664)      (388,591)      (886,556)
                                                                     -------------  -------------  -------------

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

Interest expense on non-recourse debt paid directly
   to lenders by lessees                                             $     213,428  $     127,330  $     301,551
Interest expense on non-recourse debt paid by the
   Partnership                                                                 -          117,950            -
Other interest paid                                                            -               -           2,042
                                                                     -------------  -------------  -------------

Total interest expense                                               $     213,428  $     245,280  $     303,593
                                                                     =============  =============  =============

</TABLE>


















See accompanying notes to consolidated financial statements.

<PAGE>

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

                   Notes to Consolidated Financial Statements

              For the Years Ended December 31, 2003, 2002 and 2001

1.   Organization

     ICON Cash Flow Partners,  L.P., Series D (the  "Partnership") was formed on
February  21,  1991  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's offering period commenced on
August 23, 1991 and by its final closing on June 5, 1992, 400,000 units had been
admitted into the Partnership with aggregate gross proceeds of $40,000,000. From
1994  through  2003,  the  Partnership  redeemed 882 limited  partnership  units
leaving 399,118 limited partnership units outstanding at December 31, 2003.

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
investment objective of the Partnership is to obtain the maximum economic return
from its investments for the benefit of its partners.  To achieve this objective
the  Partnership  has:  (1)  acquired  a  diversified  portfolio  of leases  and
financing  transactions;  (2) made  monthly  cash  distributions  to its limited
partners  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)  commenced  the  disposition  period  and  begun  to  sell  the
Partnership's investments and distribute the cash from sales of such investments
to its partners.

     The  Partnership's  reinvestment  period ended, and its disposition  period
began on June 6, 1997.  During the  disposition  period,  the  Partnership  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  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.

     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.

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

2.   Significant Accounting Policies

     Use of Estimates - 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  period.  Significant  estimates
primarily include the allowance for doubtful accounts and unguaranteed  residual
values.  In addition,  management is required to disclose  contingent assets and
contingent liabilities. Actual results could differ from those estimates.

     Consolidation - The consolidated  financial statements include the accounts
of the Partnership and its wholly owned subsidiary.  All inter-company  accounts
and transactions have been eliminated in consolidation. The Partnership accounts
for its interest in its 50% or less owned joint  venture under the equity method
of accounting.  In such case, the Partnership's  original investment is recorded
at cost  and  adjusted  for its  share of  earnings,  losses  and  distributions
thereafter.

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

     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  and  Revenue  Recognition  - The  Partnership  accounts  for  owned
equipment leased to third parties as either finance leases, or operating leases,
as  appropriate.  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.

     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  and  depreciated  on  the
straight-line  method over the lease term to its estimated  fair market value at
lease  termination.  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.

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

     Impairment  - Residual  values of the  Partnership's  asset  portfolio  are
periodically  reviewed to determine  whether events or changes in  circumstances
indicate that the carrying value of an asset may not be recoverable.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset may be  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.

     An  impairment  loss is  measured  and  recognized  only  if the  estimated
undiscounted  future cash flows of the asset are less than their net book value.
The  estimated  undiscounted  future  cash  flows  are the sum of the  estimated
residual  value of the asset at the end of the asset's  expected  holding period
and estimates of undiscounted  future rents.  The residual value assumes,  among
other things,  that the asset is utilized normally in an open,  unrestricted and
stable market. Short-term fluctuations in the market place disregarded and it is
assumed that there is no necessity either to dispose of a significant  number of
the  assets  simultaneously,  if held in  quantity,  or to  dispose of the asset
quickly.  Impairment is measured as the difference between the fair value of the
assets and its carrying value on the measurement date.


<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

     Credit  Risk  -  Financial   instruments  that   potentially   subject  the
Partnership to  concentrations of credit risk include cash and cash equivalents,
direct finance lease receivables and accounts receivable. The Partnership places
its cash deposits and temporary cash investments with creditworthy, high quality
financial  institutions.  The  concentration of such deposits and temporary cash
investments  is not  deemed to  create a  significant  risk to the  Partnership.
Accounts  receivable  represent amounts due from lessees in various  industries,
related to equipment on operating, finance and, direct financing leases.

     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.

     Fair Value of Financial  Instruments  - Statement  of Financial  Accounting
Standards  ("SFAS")  No.  107,  "Disclosures  About  Fair  Values  of  Financial
Instruments,"   requires   disclosures   about  the  fair  value  of   financial
instruments,   except  for  lease  related  assets  and  liabilities.   Separate
disclosure  of fair value  information  as of  December  31,  2003 and 2002 with
respect to the Partnership's  assets and liabilities is not separately  provided
since  (i)  SFAS No.  107  does not  require  fair  value  disclosures  of lease
arrangements and (ii) the carrying value of financial  assets,  other than lease
related  investments,  and the recorded  value of payables  approximates  market
value.

     Income Taxes - No provision  for income taxes has been  recorded  since the
liability  for such  taxes  are  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 2003.

     Recent  Accounting  Pronouncements  In April 2003, the FASB issued SFAS No.
149,   Amendment  of  Statement  133  on  Derivative   Instruments  and  Hedging
Activities.  SFAS  No.  149  amends  and  clarifies  accounting  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts, and for hedging activities under SFAS No. 133. The Statement requires
that contracts with  comparable  characteristics  be accounted for similarly and
clarifies when a derivative contains a financing component that warrants special
reporting  in the  statement  of cash  flows.  SFAS  No.  149 is  effective  for
contracts  entered  into or  modified  after  June 30,  2003,  except in certain
circumstances, and for hedging relationships designated after June 30, 2003. The
adoption of this  standard did not have a material  effect on the  Partnership's
financial  position or results of operations.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  in  its
statements   of  financial   position   certain   financial   instruments   with
characteristics of both liabilities and equity. It

<PAGE>




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

             Notes to Consolidated Financial Statements - Continued

requires that an issuer classify a financial instrument that is within its scope
as a  liability  (or an  asset in some  circumstances)  because  that  financial
instrument embodies an obligation of the issuer. This Statement is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period  beginning  after June
15, 2003, except for mandatorily  redeemable financial  instruments of nonpublic
entities.  For nonpublic entities,  the effective date of the provisions of SFAS
No. 150 that relate to mandatorily  redeemable  financial  instruments  has been
deferred  until fiscal years that begin after December 31, 2003. The adoption of
this  standard is not  expected to have a material  effect on the  Partnership's
financial  position or results of  operations.

     In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities,  an  Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46  provides  guidance  on how to  identify  a variable  interest
entity,  or VIE, and  determine  when the assets,  liabilities,  non-controlling
interests,  and results of  operations  of a VIE must be included in a company's
consolidated financial statements. A company that holds variable interests in an
entity is required to  consolidate  the entity if the company's  interest in the
VIE is such that the company will absorb a majority of the VIE's expected losses
and/or receive a majority of the entity's  expected  residual  returns,  if any.
VIE's  created  after  January 31,  2003,  but prior to January 1, 2004,  may be
accounted  for  either  based  on the  original  interpretation  or the  Revised
Interpretations.  However, the Revised  Interpretations must be applied no later
than the first quarter of fiscal year 2004.  VIE's created after January 1, 2004
must be  accounted  for under  the  Revised  Interpretations.  There has been no
material  impact  to the  Partnership's  financial  statements  and  there is no
expected  impact  from the  adoption  of the  deferred  provisions  in the first
quarter of fiscal year 2004.

     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.   Unconsolidated Joint Venture

     The Partnership  and its affiliates  formed a joint venture 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  affiliates are entities that are managed and controlled by the
General  Partner.  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.

     ICON Receivables 1997-A LLC
     ---------------------------

     In March and September 1997 the Partnership, and affiliates, 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  lease  and  finance   receivables  and  residuals  to  ICON
Receivables  1997-A LLC  ("1997-A") for the purpose of  securitizing  their cash
flow collections.  As of December 31, 2003, the Partnership,  Series E, L.P. Six
and L.P. Seven own 17.81%, 31.19%, 31.03% and 19.97% interests, respectively, in
1997-A.
<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

     Information  as to the  financial  position  and results of  operations  of
1997-A as of and for the years ended  December  31, 2003 and 2002 is  summarized
below:

                                          December 31, 2003    December 31, 2002
                                          -----------------    -----------------

Assets                                     $        810,802     $       694,761
                                           ================     ===============

Liabilities                                $        595,106     $       390,389
                                           ================     ===============

Equity                                     $        215,696     $       304,372
                                           ================     ===============

Partnership's share of equity              $         38,412     $        54,208
                                           ================     ===============

                                          For the Year Ended  For the Year Ended
                                           December 31, 2003   December 31, 2002
                                           -----------------   -----------------

Net (loss) income                          $        (88,676)    $       155,235
                                           ================     ===============

Partnership's share of net (loss) income   $        (15,796)    $        27,647
                                           ================     ===============


4.   Receivables Due in Installments

     Non-cancelable  minimum annual amounts due on finance leases and financings
as of December 31, 2003 are as follows:

  Year Ending                Finance
  December 31,               Leases             Financings           Total
  -----------                ------             ----------           -----

     2004                $         1,071    $      1,869,829   $    1,870,900
     2005                        -                    87,088           87,088
                         ---------------    ----------------   --------------

                         $         1,071    $      1,956,917   $    1,957,988
                         ===============    ================   ==============


Included in Financings is $1,750,000  due from an affiliate as discussed in Note
7.

The  Allowance  for doubtful  accounts  relating to the  investments  in finance
leases, financings and operating leases consisted of the following:

<TABLE>
<CAPTION>


                                                 Finance                           Operating
                                                    Leases          Financings         Leases             Total


<S>                                              <C>              <C>               <C>              <C>
Balance at January 1, 2001                       $     256,928    $     92,097      $        -       $     349,025

     Reversal of prior provisions                     (256,928)            -                 -            (256,928)
                                                 -------------    ------------      ------------     -------------

Balance at December 31, 2001                               -            92,097               -              92,097

     Provision for (reversal of)
       doubtful accounts                                   -           (67,097)           201,000           133,903
                                                 -------------    ------------      -------------    --------------

Balance at December 31, 2002                               -            25,000            201,000           226,000

     Write-off recovery                                    -             1,032                -               1,032

     Write-off                                             -                 -           (201,000)         (201,000)
                                                 -------------    -------------     -------------    --------------
Balance at December 31, 2003                     $        -       $     26,032      $        -       $       26,032
                                                 =============    =============     =============    ==============

</TABLE>


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

5.   Investment in Operating Leases

     A DeHavilland  DHC-8-102  aircraft  with a carrying  value of $1,110,202 at
December  31,  2003,  is on lease to U.S.  Airways  ("US Air") which  originally
expired in  November  2003 and was  extended  for an  additional  eleven  months
through October 2004 at monthly  rentals of $20,000.  The aircraft is subject to
non-recourse financing,  and the rental payments are remitted directly by US Air
to  the  lender  to  repay  the  loan  balance  and  interest.  The  outstanding
non-recourse debt was $1,934,027 at December 31, 2003.

     During the year ended  December 31, 2003,  the  Partnership  sold equipment
which was on lease to Champlain Cable Corp. for gross proceeds of $141,956 which
resulted in a net gain of $116,591.

     The investment in operating leases at December 31, 2003, 2002 and 2001 were
as follows:



<TABLE>
<CAPTION>

                                                              2003              2002              2001

<S>                                                       <C>              <C>                     <C>
Equipment at cost, beginning of year                      $   3,459,597    $   3,384,869           3,384,869

Reclassification of finance lease to operating lease                -             74,728               -

Dispositions                                                    (74,728)             -                 -
                                                          -------------    -------------     ---------------

Equipment at cost, end of year                                3,384,869        3,459,597           3,384,869
                                                          -------------    -------------     ---------------

Accumulated depreciation, beginning of year                  (2,059,577)      (1,650,881)         (1,267,097)

Depreciation expense                                           (252,456)        (408,696)           (383,784)

Dispositions                                                     37,366             -                  -
                                                          -------------   --------------     ---------------

Accumulated depreciation, end of year                        (2,274,667)      (2,059,577)         (1,650,881)
                                                          -------------    -------------     ----------------

Investment in operating leases, end of year               $   1,110,202    $   1,400,020     $     1,733,988
                                                          =============    =============     ===============

</TABLE>


6.   Notes Payable

     In 2000, the Partnership  refinanced its  outstanding  debt relating to its
DeHavilland  DHC-8-102  aircraft and borrowed an additional  $2,000,000  under a
recourse note ("2000 recourse  Note").  This debt was restructured on January 3,
2003 due to the Chapter 11 filing of U.S. Air.  This note bears  interest at 11%
per annum and had an  original  maturity  date of December  2003.  Based upon US
Air's  request for an  extension  of its lease terms with the  Partnership,  the
General  Partner is in  negotiation  with the lender to extend the loan maturity
date to match the lease extension. This debt is collateralized by the underlying
equipment  with a net  book  value of  $1,101,202  at  December  31,  2003.  The
outstanding balance at December 31, 2003 and 2002 was $1,934,027 and $2,086,075,
respectively.

7.   Related Party Transactions

     In accordance with the terms of the Management  Agreement,  the Partnership
is required to pay the General Partner  management fees based on a percentage of
rentals received either directly by the Partnership or through its joint venture
(ranging  from 1% to 7%). In addition,  the General  Partner is  reimbursed  for
expenses incurred by it in connection with the Partnership's operations.

<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     No management fees or administrative  expense  reimbursements  were made to
the General  Partner during the years ended December 31, 2003, 2002 and 2001 due
to the General Partners  voluntary  decision to waive its right to such fees and
expense reimbursements effective July 1, 2000.

     The Partnership  owed a net amount of $49,486 to affiliates at December 31,
2003. This amount is non-interest bearing, and is to be repaid during 2004.

In   1997, the Partnership  financed a portion of the free cash flow relating to
     a leveraged  lease  transaction  of an  affiliate,  L.P.  Seven.  The lease
     expires in July of 2004.  During 2002,  L.P. Seven prepaid  $250,000 of the
     financing to the Partnership. The balance at December 2003 of $1,750,000 is
     included under the caption "Investment in Financings."

8.   Tax Information (Unaudited)

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


<TABLE>
<CAPTION>

                                                                          2003            2002           2001
                                                                          ----            ----           ----

<S>                                                                  <C>            <C>            <C>
Net (loss) income for financial statement reporting purposes         $     (18,781) $     662,388  $     284,772
Differences due to:
   Direct finance leases                                                         -            -          246,723
   Depreciation and amortization                                             3,101         87,156       (225,783)
   Provision for doubtful accounts                                        (201,000)       133,903       (256,928)
   (Loss) gain on sale of equipment                                         25,017         (3,104)       312,147
   Other                                                                  (312,167)      (467,762)      (339,262)
                                                                     -------------  -------------  -------------
Partnership (loss) income for
   federal income tax reporting purposes                             $    (503,830) $     412,581  $      21,669
                                                                     =============  =============  =============

</TABLE>


     As of December 31,  2003,  the  partners'  capital  accounts for  financial
statement  reporting  purposes amounted to $1,020,997  compared to the partners'
capital accounts for federal income tax purposes of $6,801,578 (unaudited).  The
difference  arises  primarily  from  commissions  reported as a reduction in the
partners' capital for financial reporting  purposes,  but not for federal income
tax  reporting  purposes and  temporary  differences  related to direct  finance
leases, depreciation and provision for gains and losses.

<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

9.   Selected Quarterly Financial Data (Unaudited)

     The following table is a summary of selected  financial data by quarter for
the years ended December 31, 2003 and 2002:


<TABLE>
<CAPTION>

                                                                   For the Quarter Ended
                                                                   ---------------------

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

<S>                                       <C>                <C>                <C>               <C>
2003

     Revenues                             $     131,886      $     137,381      $     224,988     $     106,059
                                          =============      =============      =============     =============

     Net (loss) income allocable to
       limited partners                   $     (37,925)     $      (7,934)     $      56,561     $     (29,295)
                                          =============      =============      =============     =============

     Net (loss) income per weighted
       average limited partnership unit   $        (.10)    $        (0.02)   $          0.14     $      (0.07)
                                          =============      =============      =============     =============


2002
     Revenues                             $     297,506      $     308,171      $     246,086     $     742,345
                                          =============      =============      =============     =============


     Net income (loss) allocable to
       limited partners                   $      87,313      $      80,523      $     (45,345)    $     533,273(1)
                                          =============      =============      =============     =============


     Net income (loss) per weighted
       average limited partnership unit   $        0.21      $        0.20      $       (0.11)    $       1.34
                                          =============      =============      =============     =============

</TABLE>


     (1) The fourth  quarter of 2002 includes a one-time  adjustment of $513,174
shown under the caption  "Interest income and other," due to a revised estimated
amount of residual sharing values.

<PAGE>

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

                                December 31, 2003

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

     The information required by Item 304 of Regulation S-K was filed as part of
the Partnership's 2002 Reports on Form 8-K filed on February 5, 2003.

Item 9a.  Control and Procedures
          ----------------------

     The Partnership  carried out an evaluation,  under the supervision and with
the  participation  of management of ICON Capital Corp.,  the General Partner of
the  Partnership,  including the Principal  Executive  Officer and the Principal
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Partnership's  disclosure  controls and  procedures  as of the end of the period
covered by this report  pursuant to the Securities  Exchange Act of 1934.  Based
upon the evaluation, the Principal Executive Officer and the Principal Financial
Officer concluded that the Partnership's disclosure controls and procedures were
effective.

     There were no significant  changes in the  Partnership's  internal  control
over financial  reporting  during the  Partnership's  fourth fiscal quarter that
have materially affected,  or are likely to materially affect, the Partnership's
internal control over financial reporting.


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,  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 performs 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.

<PAGE>

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

                                December 31, 2003

     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 57, 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 43, is President  and Director of the General  Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations  with the General  Partner since 1996,  Griffin Equity Partners (as
Executive Vice President from 1993-1996);  Gemini Financial  Holdings (as Senior
Vice  President-Portfolio  Acquisitions  from  1991-1993)  and  Pegasus  Capital
Corporation (as Vice  President-Portfolio  Acquisitions from 1988-1991).  He was
previously an investment banker and a commercial banker.

     Thomas W. Martin,  age 50, 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
          ----------------------
     There were no payments or accrued  compensation and reimbursement  expenses
to the General  Partner or its affiliates for the years ended December 31, 2003,
2002 and 2001.  The  General  Partner  also has a 1% interest in the profits and
distributions of the Partnership.

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          --------------------------------------------------------------

(a)  The registrant 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 28, 2004,  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.

<PAGE>


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

                                December 31, 2003

     Profits,  losses, cash distributions and disposition proceeds are allocated
99% to the limited  partners and 1% to the General  Partner  until each investor
has received cash  distributions and disposition  proceeds  sufficient to reduce
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  the  outstanding  adjusted  capital
contribution  account.  After such time, the distributions will be allocated 90%
to the limited partners and 10% to the General Partner.

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

     None other than those disclosed in Item 11 herein.

Item 14.  Principal Accountant Fees and Services
          --------------------------------------

                            2003                 2002      Description
                            ----                 ----

Audit fees             $      13,500       $      -        Audit and review
Audit related fees                                -
Tax fees                         600              -        Tax compliance
All other fees                    -               -
                       -------------       -------------
Total                         14,100              -
                       =============       =============

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 Form S-1 Registration Statement No. 33-40044 filed
               with the Securities and Exchange Commission on April 18, 1991).

          (ii) Form of Selling Dealer  Agreement  (Incorporated  by reference to
               Exhibit 1.2 to Form S-1 Registration Statement No. 33-40044 filed
               with the Securities and Exchange Commission on April 18, 1991).

          (iii)Amended   and   Restated   Agreement   of   Limited   Partnership
               (Incorporated herein by reference to Exhibit A to Amendment No. 4
               to Form S-1  Registration  Statement No.  33-40044 filed with the
               Securities and Exchange Commission on August 14, 1991).

(b)  Reports on Form 8-K

     Form 8-K filed on February 5, 2003

<PAGE>

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

                                December 31, 2003

     Item 4.  Changes in Registrant's Certifying Accountant

Exhibits

          31.1 Rule 13a-14(a)/15d-14(a) certifications

          31.2 Rule 13a-14(a)/15d-14(a) certifications

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

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

          (d)  Unconsolidated    Joint   Venture   Financial   Statements   ICON
               Receivables  1997-A LLC - as of and for the years ended  December
               31, 2003 and 2002

<PAGE>

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

                                December 31, 2003

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                               ICON CASH FLOW PARTNERS, L.P., Series D
                               File No. 33-40044 (Registrant)
                               By its General Partner, ICON Capital Corp.


Date: March 28, 2004           /s/ Beaufort J.B. Clarke
                               ------------------------------------
                               Beaufort J.B. Clarke
                               Chairman, Chief Executive Officer and Director

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

ICON Capital Corp.
sole General Partner of the Registrant

Date: March 28, 2004          /s/ Beaufort J.B. Clarke
                              -------------------------------------
                              Beaufort J.B. Clarke
                              Chairman, Chief Executive Officer and Director


Date: March 28, 2004          /s/ Paul B. Weiss
                              -------------------------------------
                              Paul B. Weiss
                              President and Director


Date: March 28, 2004          /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>

Exhibit 31.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

                              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. Series D;

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-15e and 15d-15e) for the registrant and we have:

     a.   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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  and presented in this annual  report our  conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this annual  report based on such
          evaluation; 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 of internal control over financial reporting, to
     the  registrant's  auditors  and the board of  directors  of the  Corporate
     Manager (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect  the  Partnership  ability to record,  process,  summarize  and
          report financial information 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 over financial reporting

Dated:  March 30, 2004

/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. Series D

<PAGE>

Exhibit 31.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

                              Certifications - 10-K
                              ---------------------

I, Thomas W. Martin, certify that:

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

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-15e and 15d-15e) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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  and presented in this annual  report our  conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this annual  report based on such
          evaluation; 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  of  internal  control  over  financial
          reporting,  to the registrant's auditors and the board of directors of
          the Corporate Manager (or persons performing the equivalent function):

          a)   all  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control, are reasonably likely to
               materially  affect the  Partnership  ability to record,  process,
               summarize and report financial information 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 over financial reporting any corrective actions
               with regard to significant deficiencies and material weaknesses.

Dated:  March 30, 2004

/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. Series D

<PAGE>


EXHIBIT 32.1


        Certification of Chief Executive Officer Pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002
                                (18 U.S.C. 1350)



     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. Series
D, in connection  with the Annual Report of ICON Cash Flow Partners L.P.  Series
D. (the  "Partnership")  on Form 10-K for the year ended  December 31, 2003,  as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Annual Report") certify,  pursuant to Section 906 of the  Sarbanes-Oxley Act of
2002, that to the best of my knowledge and belief:

(1)  the Annual Report fully complies with the  requirements of Section 13(a) or
     15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2)  the  information  contained in the Annual  Report fairly  presents,  in all
     material respects, the financial condition and results of operations of the
     Partnership


Dated:  March 30, 2004



  /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. Series D

<PAGE>


EXHIBIT 32.2

        Certification of Chief Executive Officer Pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002
                                (18 U.S.C. 1350)


     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.  Series D, in connection  with the Annual Report of ICON Cash
Flow Partners L.P. Series D. (the "Partnership") on Form 10-K for the year ended
December 31, 2003, as filed with the Securities  and Exchange  Commission on the
date  hereof  (the  "Annual  Report")  certify,  pursuant  to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

     (1) the Annual Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

     (2) the information  contained in the Annual Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Partnership



Dated:  March 30, 2004




 /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., Series D

<PAGE>










                           ICON Receivables 1997-A LLC

                              Financial Statements

                 For the Years Ended December 31, 2003 and 2002

                   (With Independent Auditor's Report Thereon)

<PAGE>












                          INDEPENDENT AUDITOR'S REPORT


The Members
ICON Receivables 1997-A LLC

We have audited the accompanying  balance sheets of ICON Receivables  1997-A LLC
as of December  31, 2003 and 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 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.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of ICON Receivables 1997-A LLC as
of December 31 2003 and 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.

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.



/s/Hays & Company LLP


March 19, 2004
New York, New York

<PAGE>

                           ICON Receivables 1997-A LLC

                                 Balance Sheets

                           December 31, 2003 and 2002


         Assets                                   2003                2002

Cash                                         $      127,130    $         64,889

Investment in finance leases
 Minimum rents receivable                           732,566             684,130
 Estimated unguaranteed residual values             169,186             169,186
  Unearned income                                   (65,049)            (76,362)
 Allowance for doubtful accounts                   (526,183)           (492,234)

                                                     310,520             284,720

Due from related party                               373,152             345,152

Total assets                                 $       810,802    $        694,761

         Liabilities and Members' Equity

Deferred credits                             $       283,709    $        131,340
Security deposits and other payables                 311,397             259,049

Total liabilities                                    595,106             390,389

Commitments and Contingencies

Members' equity                                      215,696             304,372

Total liabilities and members' equity        $       810,802    $        694,761















See accompanying notes to financial statements.
<PAGE>

                           ICON Receivables 1997-A LLC

                            Statements of Operations

                 For the Years Ended December 31, 2003 and 2002

                                                       2003           2002

Revenue

   Finance income                                  $    4,044    $    49,798
   Interest income and other                            3,162          5,342
   Net gain (loss) on sale of investments               3,010        (12,763)

   Total revenues                                      10,216         42,377

Expenses

   General and administrative expenses                 98,892        119,347
   Interest expense                                        -          36,629
   (Reversal of) provision for doubtful accounts           -        (268,834)

   Total expenses                                      98,892       (112,858)

Net (loss) income                                  $  (88,676)   $   155,235


























See accompanying notes to financial statements.

<PAGE>

                           ICON Receivables 1997-A LLC

                     Statement of Changes in Members' Equity

                 For the Years Ended December 31, 2002 and 2003


Balance at January 1, 2002                   $       149,137

Net income                                           155,235

Balance at December 31, 2002                         304,372

Net loss                                             (88,676)

Balance at December 31, 2003                 $       215,696



























See accompanying notes to financial statements.

<PAGE>

                           ICON Receivables 1997-A LLC

                            Statements of Cash Flows

                 For the Years Ended December 31, 2003 and 2002


<TABLE>
<CAPTION>

                                                                     2003         2002

<S>                                                             <C>          <C>
Cash flows from operating activities:
   Net (loss) income                                            $  (88,676)  $   155,235
   Adjustments to reconcile net (loss) income to
     net cash provided by (used in) operating activities:
       Net (gain) loss on sale of investments                       (3,010)       12,763
       (Reversal of) provision for doubtful accounts                   -        (268,834)
       Changes in operating assets and liabilities:
         Other assets                                              (28,000)     (106,530)
         Deferred credit                                           152,369         -
         Security deposits, and other payables                      52,348      (159,326)
         Collection of principals                                  (38,770)      238,748

         Total adjustments                                         134,937      (283,179)

       Net cash provided by (used in) operating activities          46,261      (127,944)

Cash flows from investing activities:
   Proceeds from the sale of investments                            15,980       676,823

       Net cash provided by investing activities                    15,980       676,823

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

       Net cash used in financing activities                            -     (1,157,730)

Net increase (decrease) in cash                                     62,241      (608,851)

Cash at beginning of year                                           64,889       673,740

Cash at end of year                                             $  127,130   $    64,889


Supplemental Cash Flow Information

Interest paid                                                   $     -      $    36,629

</TABLE>




See accompanying notes to financial statements.
<PAGE>

                           ICON Receivables 1997-A LLC

                          Notes to Financial Statements

                 For the Years Ended December 31, 2003 and 2002

1.       Organization

     ICON  Receivables  1997-A LLC (the  "Company"),  was  formed 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

     Use of Estimates - 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
primarily include the allowance for doubtful accounts and unguaranteed  residual
values.  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  accounts for owned equipment
leased to third parties as finance leases.

     For finance leases, the Company 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.

     Credit Risk - Financial instruments that potentially subject the Company to
concentrations  of credit  risk  include  cash and cash  equivalents  and direct
finance lease  receivables.  The Company  places its cash deposits and temporary
cash investments with  creditworthy,  high quality financial  institutions.  The
concentration  of such deposits and temporary cash  investments is not deemed to
create a significant risk to the Company.

     The  Company  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 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 for 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

                 For the Years Ended December 31, 2003 and 2002

<PAGE>

     Income Taxes - No provision  for income taxes has been  recorded  since the
liability for such taxes is the  responsibility  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  -  Residual   values  of  the  Company's  asset  portfolio  are
periodically  reviewed to determine  whether events or changes in  circumstances
indicate that the carrying value of an asset may not be recoverable.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset may be  impaired  are (i) the  estimated  fair value of the  underlying
equipment  is less  than the  Company'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 Company'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 Company does not
recover its residual until the non-recourse note obligation is repaid in full.

     An  impairment  loss is  measured  and  recognized  only  if the  estimated
undiscounted  future cash flows of the asset are less than their net book value.
The  estimated  undiscounted  future  cash  flows  are the sum of the  estimated
residual  value of the asset at the end of the asset's  expected  holding period
and estimates of undiscounted  future rents.  The residual value assumes,  among
other things,  that the asset is utilized normally in an open,  unrestricted and
stable market. Short-term fluctuations in the market place disregarded and it is
assumed that there is no necessity either to dispose of a significant  number of
the  assets,  if held in  quantity,  simultaneously  or to  dispose of the asset
quickly.  Impairment is measured as the difference between the fair value of the
assets and its carrying value on the measurement date.

3.   Finance Lease Receivables

     All of the Company's  minimum  finance  receivables are scheduled to become
due during the year ending December 31, 2004.

     Deferred  credits include  amounts  received by the Company from lessees as
advance renewal rents and prepaid deposits on lease terminations.

     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>             <C>
Balance at January 1, 2002                                    $   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

Recoveries                                                           33,949             -                 33,949

Balance at December 31, 2003                                  $     526,183      $      -       $      526,183


</TABLE>

<PAGE>


                           ICON Receivables 1997-A LLC

                    Notes to Financial Statements - Continued

                 For the Years Ended December 31, 2003 and 2002

4.   Due from related party

     Due from related party  includes  amounts due from  affiliates of $373,152,
and  $345,152  at  December  31, 2003 and 2002,  respectively,  which  represent
amounts collected by an affiliate on the Company's behalf.