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

                                    FORM 10-K

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

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

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

For the transition period from _______________________ to ______________________

Commission File Number                          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)

              600 Mamaroneck Avenue, Harrison, New York 10528-1632
--------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code         (914) 698-0600
                                                   -----------------------------
Securities registered pursuant to Section 12(b) of the Act:     None

Title of each class                    Name of each exchange on which registered

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

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

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

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

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

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


<PAGE>


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

                                December 31, 1997

                                TABLE OF CONTENTS

Item                                                                    Page

PART I

1.   Business                                                            3-4

2.   Properties                                                            4

3.   Legal Proceedings                                                     5

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

PART II

5.   Market for the Registrant's Securities and Related
     Security Holder Matters                                               6

6.   Selected Consolidated Financial and Operating Data                  6-7

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                8-11

8.   Consolidated Financial Statements and Supplementary Data          12-31

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                  32

PART III

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

11.  Executive Compensation                                               34

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                       34

13.  Certain Relationships and Related Transactions                       34

PART IV

14.  Exhibits, Reports and Amendments                                     35

SIGNATURES                                                                36


<PAGE>


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

                                December 31, 1997

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
December 31, 1991, 121,932.48 additional units were admitted. Between January 1,
1992 and June 5, 1992 (the final closing date), 251,161.93 additional units were
admitted  bringing the final admission to 400,000 units totaling  $40,000,000 in
capital  contributions.  From 1994 through 1997,  the  Partnership  redeemed 882
limited  partnership  units,  leaving 399,118 units  outstanding at December 31,
1997. The sole general partner is ICON Capital Corp.
(the "General Partner").

     The Partnership's  Reinvestment  Period ended June 5, 1997. The Disposition
Period  began on June 6, 1997 and is expected to continue  through June 5, 2002.
During  the  Disposition  Period  the  Partnership  has,  and will  continue  to
distribute substantially all distributable cash from operations and sales to the
partners and begin the orderly  termination of its  operations and affairs.  The
Partnership  has not, and will not reinvest in any leased  equipment  during the
Disposition Period.

Narrative Description of Business

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
investment objective of the Partnership is to obtain the maximum economic return
from its  investments for the benefit of its limited  partners.  To achieve this
objective,  the  Partnership  has:  (1)  acquired  a  diversified  portfolio  of
short-term,  high-yield investments;  (2) made monthly cash distributions to its
limited  partners  from  cash from  operations,  commencing  with  each  limited
partner's  admission to the  Partnership,  continuing  through the  reinvestment
period; (3) re-invested substantially all undistributed cash from operations and
cash from sales in additional  equipment and financing  transactions  during the
reinvestment  period;  and (4) begun to sell the  Partnership's  investments and
distribute the cash from sales of such investments to its limited  partners.  In
addition to acquiring  equipment and entering into leases,  the Partnership also
(1) acquired  equipment  already subject to leases  originated by affiliates and
non-affiliated lessors and (2) entered into financing  transactions,  which were
(i) secured by the equipment  financed and lease revenues therefrom (if any) and
additional  collateral as deemed necessary by the credit review committee of the
General  Partner,  and  (ii)  evidenced  by the  irrevocable  obligation  of the
lessees.

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


<PAGE>


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

                                December 31, 1997

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

Lease and Financing Transactions

     For the years ended December 31, 1997 and 1996, the  Partnership  purchased
and leased or financed  $10,230,431 and $18,880,251 of equipment,  respectively,
with  a  weighted  average  initial  transaction  term  of  27  and  68  months,
respectively.  At December 31, 1997, the weighted  average  initial  transaction
term of the portfolio was 43 months.  A summary of the portfolio  equipment cost
by category held at December 31, 1997 and 1996 is as follows:
<TABLE>

                                       December 31, 1997          December 31, 1996
                                       -----------------          -----------------

Category                                Cost        Percent        Cost         Percent

<S>                                <C>               <C>       <C>               <C>
Manufacturing & production .....   $13,907,889       36.7%     $14,956,736       29.3%
Computer systems ...............    11,614,293       30.7       15,319,902       30.0
Aircraft .......................     7,802,583       20.6        8,759,291       17.1
Restaurant equipment ...........     1,705,999        4.5        2,638,786        5.2
Office furniture & fixtures ....     1,238,260        3.3        2,157,432        4.1
Telecommunications .............       514,888        1.4          526,390        1.0
Medical ........................       374,798        1.0        2,532,468        5.0
Retail systems .................       326,595         .9        2,294,613        4.5
Miscellaneous ..................       168,881         .3          469,369        1.0
Printing .......................       108,739         .3          860,003        1.7
Video production ...............       100,134         .3          535,353        1.0
Sanitation .....................        10,113       --             41,842         .1
Material handling ..............          --         --             11,615       --
                                   -----------      -----      -----------      -----

                                   $37,873,172      100.0%     $51,103,800      100.0%
                                   ===========      =====      ===========      =====
</TABLE>

     The Partnership has one lease which  individually  represents  greater than
10% of the total  portfolio  equipment  cost at December 31, 1997.  The lease is
with U.S. Airways  Incorporated and the underlying equipment are two DeHavilland
DHC-8-102  aircraft.  The equipment cost  represents 18% of the total  portfolio
cost at December 31, 1997.

Item 2.  Properties

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


<PAGE>


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

                                December 31, 1997

Item 3.  Legal Proceedings

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

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

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



<PAGE>


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

                                December 31, 1997
PART II

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

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

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

                                                 1997                   1996
                                                 ----                   ----

Limited partners                                3,100                  3,100
General Partner                                     1                      1

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

                                                  Years Ended December 31,
                           -------------------------------------------------------------------
                               1997          1996          1995          1994         1993
                               ----          ----          ----          ----         ----

<S>                        <C>           <C>           <C>           <C>           <C>
Total revenues .........   $ 3,537,411   $ 6,011,140   $ 5,202,055   $ 4,861,151   $6,614,221
                           ===========   ===========   ===========   ===========   ==========

Net income .............   $   676,730   $ 2,540,333   $ 2,793,742   $ 1,620,241   $1,096,970
                           ===========   ===========   ===========   ===========   ==========

Net income allocable
  to limited partners ..   $   669,963   $ 2,514,930   $ 2,765,805   $ 1,604,039   $1,086,000
                           ===========   ===========   ===========   ===========   ==========

Net income allocable
  to the General Partner   $     6,767   $    25,403   $    27,937   $    16,202   $   10,970
                           ===========   ===========   ===========   ===========   ==========

Weighted average
  limited partnership
  units outstanding ....       399,138       399,179       399,229       399,703      400,000
                           ===========   ===========   ===========   ===========   ==========

Net income per
  weighted average
  limited partnership
  unit .................   $      1.68   $      6.30   $      6.93   $      4.01   $     2.72
                           ===========   ===========   ===========   ===========   ==========

Distributions to
  limited partners .....   $ 7,882,867   $ 5,588,508   $ 5,589,207   $ 5,596,503   $5,600,000
                           ===========   ===========   ===========   ===========   ==========

Distributions to the
  General Partner ......   $    79,648   $    56,450   $    56,457   $    56,530   $   56,564
                           ===========   ===========   ===========   ===========   ==========


                                                        (continued on next page)
</TABLE>

<PAGE>


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

                                December 31, 1997
<TABLE>

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

                       1997          1996         1995           1994         1993
                       ----          ----         ----           ----         ----

<S>                <C>           <C>           <C>           <C>           <C>
Total assets ...   $22,999,478   $34,263,140   $40,529,733   $27,619,644   $41,137,343
                   ===========   ===========   ===========   ===========   ===========

Partners' equity   $ 9,088,509   $16,374,660   $19,480,356   $22,333,042   $26,405,039
                   ===========   ===========   ===========   ===========   ===========
</TABLE>

     The above selected consolidated financial and operating data should be read
in  conjunction  with the  consolidated  financial  statements and related notes
appearing elsewhere in this report.


<PAGE>


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

                                December 31, 1997

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

     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases, operating lease, investment in financings and equity investment in joint
venture  representing  57%, 28%, 10% and 5% of total investments at December 31,
1997, respectively, and 64%, 0%, 36% and 0% of total investments at December 31,
1996, respectively.

Results of Operations

Years Ended December 31, 1997 and 1996

     For the years ended December 31, 1997 and 1996, the  Partnership  purchased
and  leased or  financed  equipment  with an  initial  cost of  $10,230,431  and
$18,880,251,   respectively,   to  72  and  83  lessees  or   equipment   users,
respectively.

     Revenues for the year ended December 31, 1997 were $3,537,411  representing
a decrease  of  $2,473,729  or 41% from  1996.  The  decrease  in  revenues  was
attributable to a decrease in finance income of $1,224,032 or 41%, a decrease in
net gain on sales or  remarketing  of equipment of $1,938,977 or 81%, a decrease
in income  from  leverage  leases of $369,511 or 100% and a decrease in interest
income and other of $98,396 or 41%. These decreases were partially  offset by an
increase  in rental  income of  $798,000  or 100% and an increase in income from
equity investment in joint venture of $359,187 or 100%. Finance income decreased
due to a decrease in the average size of the  portfolio  from 1996 to 1997.  The
net gain on sales or remarketing of equipment decreased due to a decrease in the
number of leases maturing and the underlying  equipment being sold or remarketed
for which  proceeds  received  were in excess of  carrying  value.  Income  from
leverage  leases  decreased due to the sale of the leverage  lease  portfolio in
1996.  Interest  income and other  decreased  due to the decrease in the average
cash balance from 1996 to 1997. Rental income increased due to the Partnership's
$6,819,250  investment  in an operating  lease  during 1997.  Income from equity
investment in joint ventures  increased as a direct result of the  Partnership's
March  1997  contribution  to ICON  Receivables  1997-A  LLC.  The  contribution
consisted  of  equipment  lease  and  finance  receivables,  residuals  and cash
totaling $4,930,767.

     Expenses for the year ended December 31, 1997 were $2,860,681, representing
a  decrease  of  $610,126  or 18%  from  1996.  The  decrease  in  expenses  was
attributable to a decrease in interest expense of $530,743 or 32%, a decrease in
amortization  of initial  direct  cost of $251,354 or 41%, a decrease in general
and  administrative  expenses of $17,627 or 8%, a decrease in management fees of
$136,703  or 20% and a  decrease  in  administrative  expense  reimbursement  of
$30,116 or 10% from 1996.  The  decrease in  interest  expense  resulted  from a
decrease in the average debt outstanding from 1996 to 1997. These decreases were
partially  offset by an increase of $356,417 in depreciation  expense due to the
Partnership's 1997 $6,819,250 investment in an operating lease. Management fees,
amortization of initial direct costs and administrative  expense  reimbursements
decreased  due to a decrease in the average size of the  portfolio  from 1996 to
1997. The decrease in general and administrative expenses was primarily due to a
decrease in legal fees from 1996 to 1997.



<PAGE>


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

                                December 31, 1997

     Net income for the years ended  December 31, 1997 and 1996 was $676,730 and
$2,540,333,   respectively.   The  net  income  per  weighted   average  limited
partnership unit was $1.68 and $6.30 for 1997 and 1996, respectively.

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

         Revenues  for  the  year  ended  December  31,  1996  were  $6,011,140,
representing  an increase of $809,085 or 16% from 1995. The increase in revenues
was  primarily  attributable  to an increase in finance  income of $1,418,596 or
89%, an increase in net gain on sales or remarketing of equipment of $460,350 or
24% from 1995 and an  increase  in  interest  income and other of $69,254 or 41%
from 1995. The increase in revenues was partially offset by a decrease in income
from leveraged  leases of $1,139,115 or 76%.  Finance income increased due to an
increase in the average  size of the  portfolio  from 1995 to 1996.  Net gain on
sales or  remarketing  of  equipment  increased  primarily  as the result of the
Partnership   selling  its  investment  in  leveraged  leases.   The  underlying
equipment,  which  consisted of towboats and barges,  was sold for a net gain of
$1,891,802.  The increase in interest income and other resulted from an increase
in the average  cash  balance from 1995 to 1996.  Income from  leveraged  leases
decreased  due to the sale of all of the  underlying  equipment  relating to the
Partnership's investment in leveraged leases.

         Expenses  for  the  year  ended  December  31,  1996  were  $3,470,807,
representing  an  increase  of  $1,062,494  or 44% from 1995.  The  increase  in
expenses was primarily  attributable  to an increase in the interest  expense of
$1,030,741,  an increase in  amortization  of initial direct cost of $103,014 or
20% an  increase  in  management  fees  of  $90,480  or 15% and an  increase  in
administrative fees of $44,544 or 17% from 1995. Results were also affected by a
decrease  in  provision  for bad debts of  $150,000  or 100% and a  decrease  in
general  and  administrative  of  $56,285  or 21% from  1995.  Management  fees,
administrative  expense  reimbursements and amortization of initial direct costs
increased due to an increase in the average size of the  portfolio  from 1995 to
1996. The increase in interest  expense resulted from an increase in the average
debt  outstanding  from 1995 to 1996. As a result of an analysis of delinquency,
an assessment of overall risk and historical loss experience,  it was determined
that no provision  for bad debts was  required  for the year ended  December 31,
1996.

         Net  income  for the  years  ended  December  31,  1996  and  1995  was
$2,540,333 and  $2,793,742,  respectively.  The net income per weighted  average
limited partnership unit was $6.30 and $6.93 for 1996 and 1995, respectively.

Liquidity and Capital Resources

     The Partnership's  primary sources of funds in 1997, 1996 and 1995 were net
cash  provided  by  operations  of  $8,409,703,   $1,621,624   and   $2,756,354,
respectively,  proceeds from sales of equipment of $9,741,651,  $15,681,303  and
$6,776,544,  respectively,  proceeds of  $2,700,000  in note  payable - recourse
borrowings in 1997 and proceeds of $5,250,000  from a revolving  credit facility
in 1996.  These  funds were used to  purchase  additional  equipment,  fund cash
distributions and make payments on borrowings.


<PAGE>


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

                                December 31, 1997

     The  Partnership's  notes  payable at December  31,  1997 and 1996  totaled
$11,936,296 and $17,470,845, respectively. These amounts consisted of $8,280,870
and  $11,056,959  in  non-recourse  notes,  respectively,  which are being  paid
directly to the lenders by the lessees,  $432,976  and $898,927 in  non-recourse
residual value notes,  respectively,  which will be paid to the extent  proceeds
are available in excess of the Partnership's  estimated unguaranteed  residuals,
$1,195,311 and $2,128,538 in non-recourse - secured notes,  respectively,  which
are paid from proceeds from the lease  portfolio  that secured the financing and
recourse  notes payable of $2,027,139 at December 31, 1997,  which are paid from
available cash from operations.

     The Partnership  entered into a revolving credit agreement (the "Facility")
in October  1992.  The  Facility was amended in March 1996.  The maximum  amount
available  under the Facility  was  $5,000,000,  and at December  31, 1996,  the
Partnership  had $3,386,421  available for borrowing and  outstanding  under the
Facility.  The Facility had a final  maturity date of January 31, 1997, at which
time the Partnership paid the outstanding balance and terminated the agreement.

     Included in the Partnership's  acquisitions for the year ended December 31,
1996 is a financing transaction for $8,756,291.  This transaction represents the
financing  of free cash and first  priority  rights of the first  $4,000,000  of
residual proceeds from the eventual sale of the equipment related to a leveraged
lease.  The free cash results from lease rental  payments being greater than the
debt  payments.  The financing is secured by the  underlying  equipment,  a 1986
McDonnell  Douglas  DC-10-30F  aircraft,  currently on lease to Federal  Express
Corp.  In August 1996 ICON Cash Flow  Partners  L.P.  Seven ("L.P.  Seven"),  an
affiliate of the  Partnership,  acquired the residual  interest in the leveraged
lease and assumed the related  outstanding  non-recourse  debt.  In January 1997
L.P. Seven  re-financed  the free cash and  $2,000,000 of its residual  position
with a third party. As a result of this re-financing,  the Partnership  received
proceeds of $7,221,452 and reduced its interest in the investment.

     Cash  distributions  to the limited  partners in 1997, 1996 and 1995, which
were paid monthly, totaled $7,882,867, $5,588,508 and $5,589,207,  respectively,
of  which  $669,963,   $2,514,930  and  $2,765,805  was  investment  income  and
$7,212,904, $3,073,578 and $2,823,402 was a return of capital, respectively. The
monthly  annualized cash distribution rate to limited partners in 1997, 1996 and
1995 was  19.75%,  14.00%  and  14.00%,  of which  1.68%,  6.30%  and  6.93% was
investment  income  and  18.07%,  7.70%  and  7.07%  was a  return  of  capital,
respectively,  calculated  as a  percentage  of each limited  partner's  initial
capital contribution. The limited partner distribution per weighted average unit
outstanding  in 1997,  1996 and 1995 was  $19.75,  $14.00 and  $14.00,  of which
$1.68,  $6.30 and $6.93 was investment income and $18.07,  $7.70 and $7.07 was a
return of capital, respectively.

     As a result  of the  Partnership's  entering  into the  Disposition  Phase,
future monthly  distributions  could, and are expected to fluctuate depending on
the amount of asset sale and re-lease proceeds received during that period.



<PAGE>


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

                                December 31, 1997

      In March 1997 the  Partnership,  ICON Cash Flow  Partners  L.P. Six ("L.P.
Six"),  and L.P.  Seven,  contributed  and assigned  equipment lease and finance
receivables  and residuals with a net book value of  $4,805,767,  $5,304,010 and
$5,391,216,  and cash of $125,000,  $300,000 and $275,000,  respectively to ICON
Receivables  1997-A LLC  ("1997-A"),  a special  purpose  entity created for the
purpose of originating  new leases,  managing  existing  contributed  assets and
securitizing  its  portfolio.  In order to fund the  acquisition  of new leases,
1997-A obtained a warehouse borrowing facility from Prudential Securities Credit
Corporation (the "1997-A  Facility").  Borrowings under the 1997-A Facility were
based on the present  value of the new  leases.  Outstanding  amounts  under the
1997-A Facility bore interest equal to Libor plus 1.5%.

      On September  19, 1997 ICON Cash Flow  Partners,  L.P.,  Series E ("Series
E"),  L.P.  Six and L.P.  Seven  contributed  and assigned  equipment  lease and
finance  receivables  and  residuals  with  a net  book  value  of  $15,547,305,
$5,225,794 and $0, and cash of $740,000, $300,000 and $484,244,  respectively to
1997-A.  The Partnership,  Series E, L.P. Six and L.P. Seven  (collectively  the
"1997-A  Members")  received  a  17.81%,  31.19%  31.03%  and  19.97%  interest,
respectively,   in  1997-A  based  on  the  present   value  of  their   related
contributions.

     On  September  19,  1997,  1997-A  securitized  substantially  all  of  its
equipment  leases and finance  receivables and residuals.  The net proceeds from
the  securitization  totaled  $47,140,183,  of which $16,658,877 was used to pay
down  the  1997-A  Facility,  and the  remaining  proceeds,  after  establishing
reserves for expenses,  were  distributed  to the 1997-A  Members based on their
respective interests. 1997-A became the beneficial owner of a trust. The trustee
for the  trust  is  Texas  Commerce  Bank  ("TCB").  In  conjunction  with  this
securitization,  the  portfolio  as  well  as the  General  Partner's  servicing
capabilities  were  rated  "AA" by Duff &  Phelps  and  Fitch,  both  nationally
recognized rating agencies. The General Partner, as servicer, is responsible for
managing, servicing, reporting on and administering the portfolio. 1997-A remits
all monies received from the portfolio to TCB. TCB is responsible for disbursing
to the  noteholders  their  respective  principal and interest and to 1997-A the
excess of cash  collected  over debt  service  from the  portfolio.  The  1997-A
Members  receive their pro rata share of any excess cash on a monthly basis from
1997-A.  The  Partnership's  share of the net proceeds  from the  securitization
totaled  $3,962,495.  The 1997-A Members may receive,  in accordance  with their
membership interests,  additional proceeds if 1997-A generates excess cash (cash
after payment of debt and expenses).

     The Partnership's  Reinvestment  Period ended June 5, 1997. The Disposition
Period  began on June 6, 1997 and is expected to continue  through June 5, 2002.
During  the  Disposition  Period  the  Partnership  has,  and will  continue  to
distribute substantially all distributable cash from operations and sales to the
partners and begin the orderly  termination of its  operations and affairs.  The
Partnership  has not, and will not reinvest in any leased  equipment  during the
Disposition Period.

     As  of  December  31,  1997,   there  were  no  known  trends  or  demands,
commitments,  events  or  uncertainties  which are  likely to have any  material
effect on liquidity. As cash is realized from operations and sales of equipment,
the Partnership will distribute substantially all available cash after retaining
sufficient cash to meet its reserve  requirements  and recurring  obligations as
they become due.


<PAGE>


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

                                December 31, 1997



Item 8.  Consolidated Financial Statements and Supplementary Data

                   Index to Consolidated Financial Statements
                                                                    Page Number

Independent Auditors' Report                                             14

Consolidated Balance Sheets as of December 31, 1997 and 1996          15-16

Consolidated Statements of Operations for the Years Ended
  December 31, 1997, 1996 and 1995                                       17

Consolidated Statements of Changes in Partners' Equity for the
  Years Ended December 31, 1997, 1996 and 1995                           18

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1997, 1996 and 1995                                    19-20

Notes to Consolidated Financial Statements                            22-31





<PAGE>




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

                        Consolidated Financial Statements

                                December 31, 1997

                   (With Independent Auditors' Report Thereon)



<PAGE>












                          INDEPENDENT AUDITORS' REPORT




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

We have audited the accompanying  consolidated  balance sheets of ICON Cash Flow
Partners,  L.P.,  Series D (a Delaware  limited  partnership) as of December 31,
1997 and 1996, and the related consolidated statements of operations, changes in
partners' equity,  and cash flows for each of the years in the three-year period
ended  December  31,  1997.  These  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  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of ICON Cash Flow
Partners,  L.P.,  Series D as of December 31, 1997 and 1996,  and the results of
its operations and its cash flows for each of the years in the three-year period
ended  December 31, 1997,  in  conformity  with  generally  accepted  accounting
principles.




                                                 /s/ KPMG Peat Marwick LLC
                                                     ---------------------------
                                                     KPMG Peat Marwick LLC




March ___, 1998
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>

                                                               1997            1996
                                                               ----            ----
       Assets

<S>                                                       <C>             <C>
Cash ..................................................   $  1,154,378    $    413,845
                                                          ------------    ------------

Investment in finance leases
   Minimum rents receivable ...........................      8,243,812      16,784,360
   Estimated unguaranteed residual values .............      5,916,727       7,587,992
   Initial direct costs ...............................        131,110         484,908
   Unearned income ....................................     (1,442,524)     (2,955,625)
   Allowance for doubtful accounts ....................       (568,285)       (651,546)
                                                          ------------    ------------
                                                            12,280,840      21,250,089

Investment in operating lease equipment, at cost ......      6,819,250            --
Accumulated depreciation ..............................       (356,417)           --
                                                          ------------    ------------
                                                             6,462,833            --
                                                          ------------    ------------

Investment in financings
   Receivables due in installments ....................      3,397,740      15,510,321
   Initial direct costs ...............................         12,344          93,060
   Unearned income ....................................     (1,137,678)     (3,086,270)
   Allowance for doubtful accounts ....................       (456,206)       (252,223)
                                                          ------------    ------------
                                                             1,816,200      12,264,888

Equity investment in joint venture ....................      1,155,072            --
                                                          ------------    ------------

Other assets ..........................................        130,155         334,318
                                                          ------------    ------------

Total assets ..........................................   $ 22,999,478    $ 34,263,140
                                                          ============    ============

       Liabilities and Partners' Equity

Note payable - recourse ...............................   $  2,027,139    $       --
Note payable - non-recourse - secured     .............      1,195,311       2,128,538
Notes payable - non-recourse ..........................      8,713,846      11,955,886
Note payable revolving credit facility ................           --         3,386,421
Accounts payable to General Partner and affiliates, net        164,151          18,406
Accounts payable - other ..............................         43,136         129,647
Security deposits and deferred credits ................      1,767,386         269,582
                                                          ------------    ------------
                                                            13,910,969      17,888,480

                                                        (continued on next page)
</TABLE>


<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                  December 31,
<TABLE>

                                                                   1997           1996
                                                                   ----           ----

Commitments and Contingencies

Partners' equity (deficiency)
<S>                                                               <C>             <C>
   General Partner ........................................       (253,733)       (180,852)
   Limited partners (399,118 and 399,158 units outstanding,
     $100 per unit original issue price ...................      9,342,242      16,555,512
                                                              ------------    ------------

Total partners' equity ....................................      9,088,509      16,374,660
                                                              ------------    ------------

Total liabilities and partners' equity ....................   $ 22,999,478    $ 34,263,140
                                                              ============    ============
</TABLE>




























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,

<TABLE>

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

Revenues

<S>                                                 <C>          <C>          <C>
   Finance income ...............................   $1,785,803   $3,009,835   $1,591,239
   Net gain on sales or remarketing of
     equipment ..................................      452,706    2,391,683    1,931,333
   Income from leveraged leases, net ............         --        369,511    1,508,626
   Interest income and other ....................      141,715      240,111      170,857
   Rental income ................................      798,000         --           --
   Income from equity investment in joint venture      359,187         --           --
                                                    ----------   ----------   ----------

   Total revenues ...............................    3,537,411    6,011,140    5,202,055
                                                    ----------   ----------   ----------

Expenses

   Interest .....................................    1,121,197    1,651,940      621,199
   Management fees - General Partner ............      548,400      685,103      594,623
   Amortization of initial direct costs .........      363,087      614,441      511,427
   Administrative expense reimbursements
     - General Partner ..........................      271,829      301,945      257,401
   General and administrative ...................      199,751      217,378      273,663
   Provision for bad debts ......................         --           --        150,000
   Depreciation .................................      356,417         --           --
                                                    ----------   ----------   ----------

   Total expenses ...............................    2,860,681    3,470,807    2,408,313
                                                    ----------   ----------   ----------

Net income ......................................   $  676,730   $2,540,333   $2,793,742
                                                    ==========   ==========   ==========

Net income allocable to:
   Limited partners .............................      669,963   $2,514,930   $2,765,805
   General Partner ..............................        6,767       25,403       27,937
                                                    ----------   ----------   ----------

                                                    $  676,730   $2,540,333   $2,793,742
                                                    ==========   ==========   ==========

Weighted average number of limited
   partnership units outstanding ................      399,138      399,179      399,229
                                                    ==========   ==========   ==========

Net income per weighted average
   limited partnership unit .....................   $     1.68   $     6.30   $     6.93
                                                    ==========   ==========   ==========
</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity
              For the Years Ended December 31, 1997, 1996 and 1995
<TABLE>

                         Limited Partner Distributions

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

<S>                           <C>          <C>             <C>           <C>        <C>
Balance at
   December 31, 1994                                      $22,454,327  $(121,285)  $22,333,042

Cash distributions
   to partners                $ 7.07       $6.93           (5,589,207)   (56,457)   (5,645,664)

Limited partnership
   units redeemed
   (25 units)                                                    (764)       -            (764)

Net income                                                  2,765,805     27,937     2,793,742
                                                          -----------  ---------   -----------

Balance at
   December 31, 1995                                       19,630,161   (149,805)   19,480,356

Cash distributions
   to partners                $ 7.70       $6.30           (5,588,508)   (56,450)   (5,644,958)

Limited partnership
   units redeemed
   (50 units)                                                  (1,071)       -          (1,071)

Net income                                                  2,514,930     25,403     2,540,333
                                                          -----------  ---------   -----------

Balance at
   December 31, 1996                                       16,555,512   (180,852)   16,374,660

Cash distributions
   to partners                $18.07       $1.68           (7,882,867)   (79,648)   (7,962,515)

Limited partnership
   units redeemed
   (40 units)                                                    (366)     -              (366)

Net income                                                    669,963      6,767       676,730
                                                          -----------  ---------   -----------

Balance at
   December 31, 1997                                      $ 9,342,242  $(253,733)  $ 9,088,509
                                                          ===========  =========   ===========
</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,
<TABLE>

                                                                  1997           1996            1995
                                                                  ----           ----            ----
Cash flows from operating activities:
<S>                                                          <C>             <C>             <C>
   Net income ............................................   $    676,730    $  2,540,333    $  2,793,742
                                                             ------------    ------------    ------------
   Adjustments to reconcile net income to
    net cash provided by operating activities:
     Allowance for doubtful accounts .....................        120,722         100,170         235,916
     Finance income portion of receivables paid
       directly to lenders by lessees ....................       (843,479)     (1,554,592)       (776,205)
     Amortization of initial direct costs ................        363,087         614,441         511,427
     Net gain on sales or remarketing of equipment .......       (452,706)     (2,391,683)     (1,931,333)
     Interest expense on non-recourse financing
       paid directly by lessees ..........................        618,936       1,200,696         539,259
     Interest expense accrued on non-recourse debt .......          4,202          11,871          35,286
     Collection of principal - non-financed receivables ..      1,791,373       1,726,064       2,469,314
     Collection of principal - leveraged leases ..........           --           207,683         429,383
     Income from leveraged leases, net ...................           --          (369,511)     (1,508,626)
     Depreciation ........................................        356,417            --              --
     Income from equity investment in joint venture ......       (359,187)           --              --
     Distributions from equity investment in joint venture      4,134,882            --              --
     Change in operating assets and liabilities:
       Accounts payable to General Partner and
         affiliates, net .................................        145,745         (97,006)        103,268
       Accounts payable - other ..........................        (86,511)       (156,530)        (27,978)
       Security deposits and deferred credits ............      1,497,804         209,245        (129,065)
       Other, net ........................................        441,688        (419,557)         11,966
                                                             ------------    ------------    ------------

         Total adjustments ...............................      7,732,973        (918,709)        (37,388)
                                                             ------------    ------------    ------------

       Net cash provided by operating activities .........      8,409,703       1,621,624       2,756,354
                                                             ------------    ------------    ------------

Cash flows from investing activities:
   Proceeds from sales of equipment ......................      9,741,651      15,681,303       6,776,544
   Equipment and receivables purchased ...................     (7,030,431)    (15,977,478)     (5,675,075)
   Investment in joint venture ...........................       (125,000)           --              --
   Initial direct costs ..................................           --          (404,957)       (756,658)
                                                             ------------    ------------    ------------

       Net cash provided by (used in) investing activities      2,586,220        (701,132)        344,811
                                                             ------------    ------------    ------------


                                                        (continued on next page)
</TABLE>


<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,
<TABLE>

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

Cash flows from financing activities:
<S>                                                     <C>             <C>             <C>
   Cash distributions to partners .................     (7,962,515)     (5,644,958)     (5,645,664)
   Proceeds from note payable - recourse ..........      2,700,000            --              --
   Principal payments on note payable - recourse ..       (672,861)           --              --
   Principal payments on non-recourse - secured
     financing and non-recourse debt...............       (933,227)     (1,998,938)       (776,692)
   Proceeds from notes payable non-recourse
     -secured financing ...........................           --              --         4,148,838
   Proceeds from revolving credit facility,
     net of repayments                     ........           --         3,386,421            --
   Principal payments on revolving credit facility      (3,386,421)           --              --
   Redemption of limited partnership units ........           (366)         (1,071)           (764)
                                                      ------------    ------------    ------------

       Net cash used in financing activities ......    (10,255,390)     (4,258,546)     (2,274,282)
                                                      ------------    ------------    ------------

   Net increase (decrease) in cash ................        740,533      (3,338,054)        826,883

Cash at beginning of year .........................        413,845       3,751,899       2,925,016
                                                      ------------    ------------    ------------

Cash at end of year ...............................   $  1,154,378    $    413,845    $  3,751,899
                                                      ============    ============    ============
</TABLE>





















See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

   Interest  expense of $1,121,197,  $1,651,940 and $621,199 for the years ended
December 31, 1997, 1996 and 1995 consisted of: interest  expense on non-recourse
financing accrued or paid directly to lenders by lessees of $811,948, $1,275,475
and  $574,545,  respectively,  and other  interest  of  $309,249,  $376,465  and
$46,654, respectively.

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

                                                            1997            1996            1995
                                                            ----            ----            ----
<S>                                                    <C>             <C>             <C>
Principal and interest on finance receivables
     paid directly to lender by lessees ............   $  6,218,813    $  8,606,303    $  6,942,951
Principal and interest on non-recourse financing
     paid directly by lessees ......................     (6,218,813)     (8,606,303)     (6,942,951)

Decrease in investments in finance leases and
     financings due to contribution in joint venture     (4,805,767)           --              --
Increase in equity investment in joint venture .....      4,805,767            --              --

Non-recourse notes payable assumed in
     purchase price - finance and operating leases .      3,200,000       5,429,406      13,579,698
Accounts payable - equipment .......................           --         2,539,759
Fair value of equipment and receivables
     purchased for debt and payables ...............     (3,200,000)     (5,429,406)    (16,119,457)

Decrease in investment in finance leases due
     to termination of leases ......................      1,035,175       3,869,025         812,097
Decrease in notes payable - non-recourse due to
     termination of leases .........................     (1,035,175)     (3,841,797)       (299,817)
Decrease in security deposits and deferred credits .           --           (27,228)       (512,280)
                                                       ------------    ------------    ------------
                                                       $       --      $       --      $        --
                                                       ============    ============    ============
</TABLE>


<PAGE>


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

                   Notes to Consolidated Financial Statements

                                December 31, 1997

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.
During 1994, the Partnership redeemed 767 limited partnership units, during 1995
the  Partnership   redeemed  25  limited  partnership  units,  during  1996  the
Partnership   redeemed  50  limited  partnership  units,  and  during  1997  the
Partnership  redeemed  40  units,  leaving  399,118  limited  partnership  units
outstanding at December 31, 1997.

     The Partnership's  Reinvestment  Period ended June 5, 1997. The Disposition
Period  began on June 6, 1997 and is expected to continue  through June 5, 2002.
During  the  Disposition  Period  the  Partnership  has,  and will  continue  to
distribute substantially all distributable cash from operations and sales to the
partners and begin the orderly  termination of its  operations and affairs.  The
Partnership  has not, and will not reinvest in any leased  equipment  during the
Disposition Period.

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

     ICON  Securities  Corp., an affiliate of the General  Partner,  received an
underwriting commission on the gross proceeds from sales of all units. The total
underwriting  compensation  paid  by  the  Partnership,  including  underwriting
commissions,   sales  commissions,   incentive  fees,  public  offering  expense
reimbursements and due diligence  activities was limited to 13 1/2% of the gross
proceeds  received from the sale of the units.  Such offering  costs  aggregated
$5,400,000,   (including   $2,207,188   paid  to  the  General  Partner  or  its
affiliates), and were charged directly to limited partners' equity.

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

2.   Significant Accounting Policies

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


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties as finance leases,  leveraged  leases or operating  leases.  For finance
leases,  the  Partnership  records,  at the  inception  of the lease,  the total
minimum lease payments receivable,  the estimated  unguaranteed residual values,
the initial direct costs related to the leases and the related  unearned income.
Unearned income  represents the difference  between the sum of the minimum lease
payments receivable plus the estimated  unguaranteed  residual minus the cost of
the leased  equipment.  Unearned income is recognized as finance income over the
terms of the related leases using the interest  method.  The  Partnership's  net
investment in leveraged  leases  consists of minimum lease payments  receivable,
the estimated  unguaranteed residual values and the initial direct costs related
to the leases,  net of the  unearned  income and  principal  and interest on the
related  non-recourse  debt.  Unearned  income  is  recognized  as  income  from
leveraged  leases over the life of the lease at a constant rate of return on the
positive net investment. For operating leases, equipment is recorded at cost and
is  depreciated  on the  straight-line  method  over  the  lease  terms to their
estimated  fair market values at lease  terminations.  Related lease rentals are
recognized  on the  straight-line  method  over  the  lease  terms.  Billed  and
uncollected operating lease receivables, net of allowance for doubtful accounts,
are  included  in other  assets.  Initial  direct  costs of  finance  leases and
leverage  leases are capitalized and are amortized over the terms of the related
leases using the interest  method.  Initial direct costs of operating leases are
capitalized and amortized on the straight-line  method over the lease terms. The
Partnership's  leases have terms  ranging from two to five years.  Each lease is
expected  to provide  aggregate  contractual  rents  that,  along with  residual
proceeds, return the Partnership's cost of its investments along with investment
income.

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


     Disclosures  About Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments.  Fair value  information  with respect to the Company's  assets and
liabilities  is not provided because (i) SFAS No. 107 does
not require  disclosures  about the fair value of lease  arrangements,  (ii) the
carrying  value of financial  assets other than lease  related  investments  and
liabilities   approximates   market  value  and  (iii)  fair  value  information
concerning certain recourse and non-recourse debt obligations is not practicable
to estimate without incurring excessive costs to obtain all the information that
would be necessary to derive a market interest rate on a lease by lease basis.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Redemption of Limited  Partnership Units - The General Partner consented to
the  Partnership  redeeming  25 limited  partnership  units  during  1996 and 50
limited  partnership  units during 1997.  The  redemption  amount was calculated
following the specific  redemption  formula in accordance  with the  Partnership
agreement.   Redeemed   units  have  no  voting  rights  and  do  not  share  in
distributions. The Partnership agreement limits the number of units which can be
redeemed  in any one year  and  redeemed  units  may not be  reissued.  Redeemed
limited partnership units are accounted for as a reduction of partners equity.

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

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

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

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

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


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Consolidation - The consolidated  financial statements include the accounts
of  the  Partnership  and  its  wholly  owned  subsidiary,   ICON  D  Corp.  All
inter-company accounts and transactions have been eliminated.

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

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

3.   Net Investment in Leveraged Leases

     The Partnership acquired a portfolio of leveraged leases for $21,005,500 in
October  1992.  The  leases  were with Ohio  Power  Company  and the  underlying
equipment  consisted of towboats and barges. In April 1995, the Partnership sold
a towboat for a sales  price of  $1,750,000.  On April 23, 1996 the  Partnership
sold its remaining beneficial interest in the trust which owned the towboats and
barges.  This sale  resulted in a net gain of $1,891,802  after paying  expenses
related  to the sale,  retiring  non-recourse  debt of  $3,841,797,  and  paying
residual sharing fees of $230,773.

4.   Receivables Due in Installments

     Non-cancelable minimum annual amounts due on finance leases, and financings
as of December 31, 1997 are as follows:

                     Finance
Year                 Leases      Financings         Total

1998             $  5,173,163    $   578,681    $  5,751,844
1999                1,959,800        397,229       2,357,029
2000                  814,972        240,522       1,055,494
2001                  286,627        167,955         454,582
2002                    9,250         13,353          22,603
Thereafter               -         2,000,000       2,000,000
                 ------------    -----------    ------------
                 $  8,243,812    $ 3,397,740    $ 11,641,552
                 ============    ===========    ============


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

5.   Investment in Operating Leases

     In June 1997 the  Partnership  acquired two DeHaviland  DHC-8-102  aircraft
currently on lease to U.S. Airways,  Inc. The purchase price totaled  $6,819,250
and was funded with $3,619,250 of cash and $3,200,000 in non-recourse  debt. The
lease is an operating lease and expires in January 1999. The note bears interest
at 10.34% and is interest only through  January 1999.  The principal  balance is
due in January 1999.

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

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

<S>                                           <C>            <C>            <C>
Equipment cost, beginning of year .........   $      --      $    14,095    $    41,564
Equipment purchases .......................     6,819,250           --             --
Equipment sold ............................          --          (14,095)       (27,469)
                                              -----------    -----------    -----------

Equipment cost, end of year ...............     6,819,250           --           14,095
                                              -----------    -----------    -----------

Accumulated depreciation, beginning of year          --          (12,305)       (38,526)
Depreciation ..............................      (356,417)          --             --
Equipment sold ............................          --           12,305         26,221
                                              -----------    -----------    -----------

Accumulated depreciation, end of year .....      (356,417)          --          (12,305)
                                              -----------    -----------    -----------

Initial direct costs, net of accumulated
   amortization, end of year ..............          --             --               24
                                              -----------    -----------    -----------

Investment in operating leases, end of year   $ 6,462,833    $      --      $     1,814
                                              ===========    ===========    ===========
</TABLE>



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

6.   Allowance for Doubtful Accounts

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

                                          Finance                      Operating
                                          Leases       Financings        Leases        Total

<S>                                    <C>            <C>            <C>            <C>
Balance at December 31, 1994 .......   $   862,359    $    65,696    $     1,440    $   929,495

     Charged to operations .........       117,000         33,620           (620)       150,000
     Accounts written-off ..........      (233,655)       (25,719)          --         (259,374)
     Recovery on accounts previously
       written-off .................        20,407        128,663           --          149,070
                                       -----------    -----------    -----------    -----------

Balance at December 31, 1995 .......       766,111        202,260            820        969,191

     Accounts written-off ..........      (126,417)       (39,066)          (109)      (165,592)
     Recovery on accounts previously
       written-off .................        11,141         89,029           --          100,170
     Transfer within accounts ......           711           --             (711)          --
                                       -----------    -----------    -----------    -----------

Balance at December 31, 1996 .......       651,546        252,223           --          903,769

     Accounts written-off ..........       (92,545)       (74,931)          --         (167,476)
     Recovery on accounts previously
       written-off .................         9,284        222,476           --          231,760
     Transfer within accounts ......          --           56,438           --           56,438
                                       -----------    -----------    -----------    -----------

Balance at December 31, 1997 .......   $   568,285    $   456,206    $      --      $ 1,024,491
                                       ===========    ===========    ===========    ===========
</TABLE>




<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

7.   Notes Payable

     On May 30, 1997, the Partnership  borrowed  $2,700,000 from a bank pursuant
to a four  year  term  loan  agreement.  The loan  agreement  grants a  security
interest in certain Partnership payments and collateral for a specified group of
leases  and  financing  transactions.  The note bears  interest  at 9.25% and is
payable in consecutive  monthly  installments.  In addition,  the loan agreement
contains restrictive covenants which include the maintenance of minimum tangible
net worth and of certain  financial  ratios.  The  Partnership was in compliance
with the related  covenants at December 31, 1997. The Partnership had $2,027,139
outstanding under the loan at December 31, 1997.

     In December 1995,  the  Partnership  borrowed  $4,148,838 by pledging lease
receivables  and granting a security  interest in the  underlying  equipment and
receivables relating to a specified group of leases and financing  transactions.
The loan bears interest at a fixed rate of 8.02%, and is payable from receivable
proceeds from the portfolio that has secured it. The  Partnership had $1,195,311
outstanding under the loan at December 31, 1997.

     The  Partnership  entered into a secured  revolving  credit  agreement (the
"Facility") in October 1992. The Facility was amended in March 1996. The maximum
amount available under the Facility was $5,000,000.  The Facility was secured by
an assignment of eligible  receivables and the underlying  equipment and allowed
the  Partnership  to borrow  based on  eligible,  unencumbered  receivables.  At
December 31, 1996, the  Partnership  had $3,386,421  available for borrowing and
outstanding  under the  Facility.  The  Facility  had a final  maturity  date of
January 31, 1997, at which time the Partnership paid the outstanding balance and
terminated the agreement.

     In June 1997 the  Partnership  acquired two DeHaviland  DHC-8-102  aircraft
currently on lease to U.S. Airways,  Inc. The purchase price totaled  $6,819,250
and was funded with $3,619,250 of cash and $3,200,000 in non-recourse  debt. The
lease is an operating lease and expires in January 1999. The note bears interest
at 10.34% and is interest only through  January 1999.  The principal  balance is
due in January 1999.

     Notes payable consists of the following: (1) notes payable-recourse,  which
are payable by the Partnership from available cash from operations, (2) notes
payable-non-recourse-secured  financing, which are payable by the Partnership
from a  specified  group of  lease  and  financing  transactions  and (3)  notes
payable-non-recourse,  which are  being  paid  directly  to the  lenders  by the
lessees.  These notes bear interest at rates ranging from 5.2% to 12% and mature
as follows:

                              Notes Payable
           Notes Payable      Non-Recourse      Notes Payable
             Recourse      Secured Financing    Non-Recourse         Total

1998     $    1,156,338     $      757,496    $    4,350,771    $    6,264,605
1999            592,631            373,091         3,278,663         4,244,385
2000            205,076             64,724           717,740           987,540
2001             73,094               -              236,674           309,768
2002               -                  -              129,998           129,998
         --------------     --------------    --------------    --------------

         $    2,027,139     $    1,195,311    $    8,713,846    $   11,936,296
         ==============     ==============    ==============    ==============


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Included in notes payable  non-recourse above are $432,976 in notes payable
non-recourse  due to various third parties in conjunction  with the purchase and
assignment of lease transactions as they relate to residual sharing  agreements.
The  interest  rates on these notes range from 8% to 12% and are payable only to
the extent certain residuals are realized.

8.   Related Party Transactions

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its affiliates  for the years ended December 31, 1997,  1996 and 1995
are as follows:
                                          Charged to
                                          Capitalized    Operations

Acquisition fees ....................       $818,397      $   --
Management fees .....................           --         594,623
Administrative expense reimbursements           --         257,401
                                            --------      --------
Year ended December 31, 1995 ........       $818,397      $852,024
                                            ========      ========

Acquisition fees ....................       $404,957      $   --
Management fees .....................           --         685,103
Administrative expense reimbursements           --         301,945
                                            --------      --------
Year ended December 31, 1996 ........       $404,957      $987,048
                                            ========      ========

Acquisition fees ....................       $   --        $   --
Management fees .....................           --         548,400
Administrative expense reimbursements           --         271,829
                                            --------      --------
Year ended December 31, 1997 ........       $   --        $820,229
                                            ========      ========

     Included in the Partnership's  acquisitions for the year ended December 31,
1996 is a financing transaction for $8,756,291.  This transaction represents the
financing  of free cash and first  priority  rights of the first  $4,000,000  of
residual proceeds from the eventual sale of the equipment related to a leveraged
lease.  The free cash results from lease rental  payments being greater than the
debt  payments.  The financing is secured by the  underlying  equipment,  a 1986
McDonnell  Douglas  DC-10-30F  aircraft,  currently on lease to Federal  Express
Corp. In August 1996 L.P. Seven, an affiliate of the  Partnership,  acquired the
residual  interest in the  leveraged  lease and assumed the related  outstanding
non-recourse  debt.  In January 1997 L.P.  Seven  re-financed  the free cash and
$2,000,000  of its residual  position  with a third  party.  As a result of this
re-financing,  the Partnership  received  proceeds of $7,221,452 and reduced its
interest in the investment.

     In March 1997 the  Partnership,  ICON Cash Flow  Partners  L.P.  Six ("L.P.
Six"),  and L.P.  Seven,  contributed  and assigned  equipment lease and finance
receivables  and residuals with a net book value of  $4,805,767,  $5,304,010 and
$5,391,216,  and cash of $125,000,  $300,000 and $275,000,  respectively to ICON
Receivables  1997-A LLC  ("1997-A"),  a special  purpose  entity created for the
purpose of originating  new leases,  managing  existing  contributed  assets and
securitizing  its  portfolio.  In order to fund the  acquisition  of new leases,
1997-A obtained a warehouse borrowing facility from Prudential Securities Credit
Corporation (the "1997-A Facility"). Borrowings under the 1997-A Facility were


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

based on the present  value of the new  leases.  Outstanding  amounts  under the
1997-A Facility bore interest equal to Libor plus 1.5%.

      On September  19, 1997 ICON Cash Flow  Partners,  L.P.,  Series E ("Series
E"),  L.P.  Six and L.P.  Seven  contributed  and assigned  equipment  lease and
finance  receivables  and  residuals  with  a net  book  value  of  $15,547,305,
$5,225,794 and $0, and cash of $740,000, $300,000 and $484,244,  respectively to
1997-A.  The Partnership,  Series E, L.P. Six and L.P. Seven  (collectively  the
"1997-A  Members")  received  a  17.81%,  31.19%  31.03%  and  19.97%  interest,
respectively,   in  1997-A  based  on  the  present   value  of  their   related
contributions.

     On  September  19,  1997,  1997-A  securitized  substantially  all  of  its
equipment  leases and finance  receivables and residuals.  The net proceeds from
the  securitization  totaled  $47,140,183,  of which $16,658,877 was used to pay
down  the  1997-A  Facility,  and the  remaining  proceeds,  after  establishing
reserves for expenses,  were  distributed  to the 1997-A  Members based on their
respective interests. 1997-A became the beneficial owner of a trust. The trustee
for the  trust  is  Texas  Commerce  Bank  ("TCB").  In  conjunction  with  this
securitization,  the  portfolio  as  well  as the  General  Partner's  servicing
capabilities  were  rated  "AA" by Duff &  Phelps  and  Fitch,  both  nationally
recognized rating agencies. The General Partner, as servicer, is responsible for
managing, servicing, reporting on and administering the portfolio. 1997-A remits
all monies received from the portfolio to TCB. TCB is responsible for disbursing
to the  noteholders  their  respective  principal and interest and to 1997-A the
excess of cash  collected  over debt  service  from the  portfolio.  The  1997-A
Members  receive their pro rata share of any excess cash on a monthly basis from
1997-A.  The  Partnership's  share of the net proceeds  from the  securitization
totaled $3,352,789.  The  Partnership's  original  investment  was
recorded  at  cost  and is  adjusted  by  its  share  of  earnings,  losses  and
distributions thereafter.

9.    Security Deposits and Deferred Credits

      Security  deposits  and  deferred  credits at  December  31, 1997 and 1996
include  $22,610 and $39,751,  respectively,  of proceeds  received on residuals
which will be applied upon final remarketing of the related equipment.

10.  Subsidiary

     On December 27, 1994,  the  Partnership  formed a wholly owned  subsidiary,
ICON D Corp., a  Massachusetts  corporation,  formed for the purpose of managing
equipment  under  lease  located  in the state of  Massachusetts.  Massachusetts
partnerships are taxed for personal property at a higher rate than corporations,
and therefore,  to mitigate such excess  property tax,  certain leases are being
managed by ICON D Corp, a corporation.  The Partnership's consolidated financial
statements include 100% of the accounts of ICON D Corp. As of December 31, 1997,
there was no federal tax liability for ICON D Corp.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

11.  Commitments and Contingencies

     The  Partnership  has  entered  into   remarketing  and  residual   sharing
agreements with third parties. In connection therewith,  remarketing or residual
proceeds received in excess of specified amounts will be shared with these third
parties based on specified formulas. For the years ended December 31, 1997, 1996
and 1995, the Partnership paid $366,466,  $266,469, $141,391,  respectively,  to
third parties as their share under the agreements.

12.  Tax Information (Unaudited)

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

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

<S>                                         <C>                 <C>            <C>
Net income per financial statements               $  676,730    $ 2,540,333    $ 2,793,742

Differences due to:
   Direct finance leases                           5,998,911      3,115,234      7,820,221
   Depreciation and amortization                  (4,339,289)      (129,832)    (5,819,098)
   Provision for losses                              138,489       (156,596)        (6,182)
   Loss on sale of equipment                         631,921     (2,336,699)    (3,190,163)
   Other                                             376,745         64,867         42,805
                                                  ----------    -----------    -----------

Partnership income for
   federal income tax purposes                    $3,483,507    $ 3,097,307    $ 1,641,325
                                                  ==========    ===========    ===========
</TABLE>

   As of December 31,  1997,  the  partners'  capital  accounts  included in the
financial  statements  totaled  $9,088,509  compared  to the  partners'  capital
accounts  for federal  income tax  purposes  of  $23,969,195  (unaudited).  The
difference  arises  primarily  from  commissions  reported as a reduction in the
partners'  capital for financial  reporting  purposes but not for federal income
tax  purposes,  and  temporary  differences  related to direct  finance  leases,
depreciation and provision for losses.




<PAGE>


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

                                December 31, 1996

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

     None

PART III

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

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

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

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

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

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

Thomas W. Martin              Executive Vice President and Director

Paul B. Weiss                 Executive Vice President

Gary N. Silverhardt           Senior Vice President and Chief Financial Officer



<PAGE>


                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)
                                December 31, 1997

     Beaufort J. B. Clarke,  age 51, is President,  Chief Executive  Officer and
Director  of  both  the  General   Partner  and  ICON   Securities   Corp.  (the
"Dealer-Manager"). Prior to his present position, Mr. Clarke was founder and the
President  and Chief  Executive  Officer of Griffin  Equity  Partners,  Inc. Mr.
Clarke formerly was an attorney with Shearman and Sterling and has over 20 years
of senior management experience in the United States leasing industry.

     Thomas W. Martin,  age 43, is Executive  Vice President of both the General
Partner and the  Dealer-Manager.  Prior to his present position,  Mr. Martin was
the Executive  Vice  President  and Chief  Financial  Officer of Griffin  Equity
Partners,  Inc. Mr. Martin has over 12 years of senior management  experience in
the leasing business, particularly in the area of syndication.

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

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




<PAGE>


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

                                December 31, 1997

Item 11.  Executive Compensation

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

<S>                      <C>                <C>                   <C>       <C>         <C>
ICON Capital Corp.       Manager            Acquisition fees     $    -    $  404,957  $  818,397
ICON Capital Corp.       General Partner    Management fees       548,400     685,103     594,623
ICON Capital Corp.       General Partner    Administrative exp.
                                              reimbursements      271,829     301,945     257,401
                                                                 --------  ----------  ----------

                                                                 $820,229  $1,392,005  $1,670,421
                                                                 ========  ==========  ==========
</TABLE>

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 7, 1997,  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.

     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.


<PAGE>


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

                                December 31, 1997

PART IV

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

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

     2.  Financial Statement Schedule - None.

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

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

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

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

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

(b)  Reports on Form 8-K

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



<PAGE>


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

                                December 31, 1997

                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  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 31, 1998          /s/ Beaufort J.B. Clarke
                              --------------------------------------------------
                              Beaufort J.B. Clarke
                              President, Chief Executive Officer and Director

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

ICON Capital Corp.
sole General Partner of the Registrant

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


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


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

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

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





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