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,      1999
------------------------------------------------------  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)

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

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

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

Title of each class                   Name of each exchange on which registered

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

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

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

--------------------------------------------------------------------------------
                                (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, 1999

                                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                                               5

6.   Selected Consolidated Financial and Operating Data                    6

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                 7-9

8.   Consolidated Financial Statements and Supplementary Data          11-28

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                  29

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                   29-30

11.  Executive Compensation                                               31

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                       31

13.  Certain Relationships and Related Transactions                       31

PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K      32

SIGNATURES                                                                33


<PAGE>


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

                                December 31, 1999

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 up to December 31,
1999. 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. During the disposition period the Partnership has,
and will  continue  to  distribute  substantially  all  distributable  cash from
operations and equipment sales to the partners and begin the orderly termination
of its operations and affairs.  The  Partnership has not, and will not invest in
any additional new finance or lease transactions  during the disposition period.
During the disposition  period, the Partnership expects to recover at a minimum,
the carrying value of its assets.

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 leases
and financing  transactions;  (2) made monthly cash distributions to its limited
partners  from cash from  operations,  commencing  with each  limited  partner's
admission to the Partnership,  (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.

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


<PAGE>


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

                                December 31, 1999

     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, 1999 and 1998,  the  Partnership  did not
purchase any new equipment  investments.  A summary of the  portfolio  equipment
cost by category held at December 31, 1999 and 1998 is as follows:
<TABLE>

                                        December 31, 1999           December 31, 1998
                                        -----------------           -----------------

Category                               Cost         Percent         Cost         Percent

<S>                                <C>               <C>        <C>               <C>
Aircraft .......................   $ 8,188,964       43.2%      $ 7,802,583       24.9%
Manufacturing & production .....     5,113,726       27.0        10,442,728       33.3
Computer systems ...............     3,289,663       17.4         9,293,171       29.6
Restaurant equipment ...........     1,309,350        6.9         1,638,121        5.2
Office furniture & fixtures ....       539,834        2.9         1,179,845        3.8
Telecommunications .............        59,715        0.3           463,182        1.5
Medical ........................       126,890        0.7           161,068        0.5
Printing .......................        87,342        0.5           107,306        0.4
Video production ...............        59,188        0.3            79,414        0.3
Retail systems .................        39,594        0.2            42,493        0.1
Miscellaneous ..................       118,283        0.6           147,888        0.4
                                   -----------      -----       -----------      -----

                                   $18,932,549      100.0%      $31,357,799      100.0%
                                   ===========      =====       ===========      =====
</TABLE>

     The  Partnership  has two  leases  each of  which  individually  represents
greater than 10% of the total portfolio equipment cost at December 31, 1999. The
underlying equipment for each lease is a DeHavilland  DHC-8-102 aircraft and the
total  equipment  cost  represented  18% for each  lease of the total  portfolio
equipment cost at December 31, 1999.

Item 2.  Properties

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


<PAGE>


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

                                December 31, 1999

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 1999.

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,
--------------                          ---------------------------------
                                               1999             1998
                                               ----             ----

Limited partners                              3,060            3,060
General Partner                                   1                1




<PAGE>


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

                                December 31, 1999

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

                                                    Years Ended December 31,
                               --------------------------------------------------------------
                                  1999         1998         1997         1996        1995
                                  ----         ----         ----         ----        ----

<S>                            <C>          <C>          <C>          <C>          <C>
Total revenues .............   $2,658,007   $2,796,813   $3,537,411   $6,011,140   $5,202,055
                               ==========   ==========   ==========   ==========   ==========

Net income .................   $  823,675   $  688,361   $  676,730   $2,540,333   $2,793,742
                               ==========   ==========   ==========   ==========   ==========

Net income allocable
  to limited partners ......   $  815,438   $  681,477   $  669,963   $2,514,930   $2,765,805
                               ==========   ==========   ==========   ==========   ==========

Net income allocable
  to the General Partner ...   $    8,237   $    6,884   $    6,767   $   25,403   $   27,937
                               ==========   ==========   ==========   ==========   ==========

Weighted average
  limited partnership
  units outstanding ........      399,118      399,118      399,138      399,179      399,229
                               ==========   ==========   ==========   ==========   ==========

Net income per
  weighted average
  limited partnership
  unit .....................   $     2.04   $     1.71   $     1.68   $     6.30   $     6.93
                               ==========   ==========   ==========   ==========   ==========

Distributions to
  limited partners .........   $2,461,219   $4,074,331   $7,882,867   $5,588,508   $5,589,207
                               ==========   ==========   ==========   ==========   ==========

Distributions to the
  General Partner ..........   $   24,840   $   41,155   $   79,648   $   56,450   $   56,457
                               ==========   ==========   ==========   ==========   ==========
</TABLE>
<TABLE>

                                                December 31,
                   -------------------------------------------------------------------
                       1999          1998          1997          1996         1995
                       ----          ----          ----          ----         ----

<S>                <C>           <C>           <C>           <C>           <C>
Total assets ...   $11,621,332   $16,619,860   $22,999,478   $34,263,140   $40,529,733
                   ===========   ===========   ===========   ===========   ===========

Partners' equity   $ 3,999,000   $ 5,661,384   $ 9,088,509   $16,374,660   $19,480,356
                   ===========   ===========   ===========   ===========   ===========
</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, 1999

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, investment in operating lease equipment, investment in financings and an
investment  in a joint  venture  representing  21%,  57%,  16%  and 6% of  total
investments  at December 31,  1999,  respectively,  and 46%,  36%, 12% and 6% of
total investments at December 31, 1998, respectively.

Results of Operations

Years Ended December 31, 1999 and 1998

     For the years ended  December 31, 1999 and 1998,  the  Partnership  did not
purchase any new equipment  investments.  During 1999, the Partnership  expended
$1,369,714 on equipment refurbishment.

     Revenues for the year ended December 31, 1999 were $2,658,007, representing
a decrease of $138,806 from 1998. The decrease in revenues was attributable to a
decrease  in  finance  income of  $127,707  and a  decrease  in  income  from an
investment in a joint venture of $167,755. These decreases were partially offset
by an increase  in gain on sales of  equipment  of  $170,604  and an increase in
interest income and other of $14,826. Finance income decreased due to a decrease
in the average size of the portfolio from 1998 to 1999. The increase in net gain
on sales of equipment was due to an increase in the number of leases maturing in
which the underlying  equipment was sold. The decrease in income from investment
in  joint  venture  was due to a  decrease  in the  average  size  of the  joint
venture's  portfolio from 1998 to 1999 and a provision for bad debts recorded by
the venture in 1999.

     Expenses for the year ended December 31, 1999 were $1,834,332, representing
a decrease of $274,120  from 1998.  The  decrease in expenses  was  attributable
primarily  to a  decrease  in  interest  expense  of  $179,619,  a  decrease  in
amortization of initial direct costs of $149,711,  a decrease in management fees
of  $204,154,  and  a  decrease  in  administrative  expense  reimbursements  of
$104,610.  This was  partially  offset by a $400,000  reversal of allowance  for
doubtful  accounts in 1998.  The decrease in interest  expense  resulted  from a
decrease in the average  debt  outstanding  from 1998 to 1999.  Amortization  of
initial  direct  costs,   management  fees,   general  and   administrative  and
administrative expense reimbursements decreased due to a decrease in the average
size of the portfolio from 1998 to 1999.

     Net income for the years ended  December 31, 1999 and 1998 was $823,675 and
$688,361,  respectively. The net income per weighted average limited partnership
unit was $2.04 and $1.71 for 1999 and 1998, respectively.



<PAGE>


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

                                December 31, 1998

Years Ended December 31, 1998 and 1997

     For the years ended December 31, 1998 and 1997, the  Partnership  purchased
and leased or financed  equipment  with an initial  cost of $0 and  $10,230,431,
respectively, to 0 and 72 lessees or equipment users, respectively.

     Revenues for the year ended December 31, 1998 were $2,796,813, representing
a  decrease  of  $740,598  or 21%  from  1997.  The  decrease  in  revenues  was
attributable  to a decrease in finance  income of $716,557 or 40%, a decrease in
net gain on sales or  remarketing of equipment of $268,886 or 59%, a decrease in
income from an equity  investment  in a joint  venture of $172,022 or 48%, and a
decrease in interest  income and other of $114,520 or 81%. These  decreases were
partially  offset by an  increase in rental  income of $531,387 or 67%.  Finance
income  decreased  due to a decrease in the average size of the  portfolio  from
1997 to 1998.  The decrease in net gain on sales or remarketing of equipment was
due to a  decrease  in the  number of leases  maturing  in which the  underlying
equipment  was sold or  remarketed  and proceeds  received were in excess of the
remaining  carrying value of the  equipment.  The decrease in income from equity
investment  in joint  venture was due to a decrease  in the average  size of the
joint venture's portfolio from 1997 to 1998. The decrease in interest income and
other  resulted  from a decrease in the average  cash balance from 1997 to 1998.
Rental  income  increased  due to the  Partnership's  operating  lease with U.S.
Airways,  Inc.  commencing  in June 1997 and  therefore,  rental income for 1998
includes twelve months of rents compared to seven months in 1997.

     Expenses for the year ended December 31, 1998 were $2,108,452, representing
a  decrease  of  $752,229  or 26%  from  1997.  The  decrease  in  expenses  was
attributable to a decrease in interest expense of $338,658 or 30%, a decrease in
amortization  of  initial  direct  costs  of  $184,970  or 51%,  a  decrease  in
management  fees of  $151,229  or 28%,  a  decrease  in  administrative  expense
reimbursements  of $53,671 or 20%,  and a 1998  reduction of the  allowance  for
doubtful accounts of $400,000. These decreases in expenses were partially offset
by an increase in  depreciation  expense of $307,704 or 86%,  and an increase in
general and  administrative  expense of $68,595 or 34%. The decrease in interest
expense  resulted from a decrease in the average debt  outstanding  from 1997 to
1998.  Amortization of initial direct costs, management fees, and administrative
expense  reimbursements  decreased  due to a decrease in the average size of the
portfolio  from  1997 to 1998.  The  reduction  of the  allowance  for  doubtful
accounts  was a result of the ongoing  analysis of  delinquency  trends and loss
experience,  an  assessment  of  overall  credit  risk  and the  decline  in the
portfolio  balance.  Depreciation  expense  increased  due to the  Partnership's
operating lease with U.S.  Airways,  Inc.  commencing in June 1997 and therefore
depreciation  expense for 1998 includes  twelve months of ownership  compared to
seven months in 1997.  The increase in general and  administrative  expenses was
due to an increase in legal fees incurred  related to  collection  activities on
accounts previously written off.

     Net income for the years ended  December 31, 1998 and 1997 was $688,361 and
$676,730,  respectively. The net income per weighted average limited partnership
unit was $1.71 and $1.68 for 1998 and 1997, respectively.



<PAGE>


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

                                December 31, 1998

Liquidity and Capital Resources

     The Partnership's  reinvestment  period ended June 5, 1997. The disposition
period began on June 6, 1997. During the disposition period the Partnership has,
and will  continue  to  distribute  substantially  all  distributable  cash from
operations and equipment sales to the partners and begin the orderly termination
of its operations and affairs.  The  Partnership has not, and will not invest in
any additional new finance or lease transactions  during the disposition period.
However,  it may expend monies to refurbish  assets to maintain the value of the
portfolio.  During the disposition period, the Partnership expects to recover at
a minimum, the carrying value of its assets

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

     The Partnership's  primary sources of funds in 1999, 1998 and 1997 were net
cash   provided  by   operations  of  $584,985,   $3,315,260   and   $8,284,703,
respectively, and proceeds from sales of equipment of $3,946,052, $1,394,199 and
$9,741,651,  respectively.  These funds were used to fund cash distributions and
make payments on borrowings.

     The  Partnership's  notes  payable at December  31,  1999 and 1998  totaled
$5,454,155  and  $7,735,949,  respectively,  and  consisted  of  $5,117,839  and
$6,366,111  in  non-recourse  notes,  respectively,  $58,146  and  $499,037 in a
non-recourse - secured note, respectively,  which is paid from proceeds from the
lease  portfolio  that secured the  financing and a note payable of $278,170 and
$870,801, respectively, which is paid from available cash from operations.

     Cash  distributions  to the limited  partners in 1999, 1998 and 1997, which
were paid monthly, totaled $2,461,219, $4,074,331 and $7,882,867,  respectively,
of which $815,438,  $681,477 and $669,963 was investment  income and $1,645,781,
$3,392,854  and $7,212,904  was a return of capital,  respectively.  The monthly
annualized cash distribution rate to limited partners in 1999, 1998 and 1997 was
6.17%,  10.21% and 19.75%,  respectively,  of which  2.04%,  1.71% and 1.68% was
investment  income  and  4.13%,  8.50%  and  18.07%  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 1999, 1998 and 1997 was $6.17,  $10.21 and $19.75,  respectively,
of which  $2.04,  $1.71 and $1.68 was  investment  income and  $4.13,  $8.50 and
$18.07 was a return of capital, respectively.

     As of December 31, 1999, except as noted above,  there were no known trends
or  demands,  commitments,  events or  uncertainties  which are likely to have a
material  effect on liquidity.  As cash is realized from operations and sales of
equipment,  the Partnership  will distribute  substantially  all available cash,
after retaining  sufficient cash to meet its reserve  requirements and recurring
obligations.



<PAGE>


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

                                December 31, 1999



Item 8.  Consolidated Financial Statements and Supplementary Data

                   Index to Consolidated Financial Statements

                                                                Page Number

Independent Auditors' Report                                            12

Consolidated Balance Sheets as of December 31, 1999 and 1998         13-14

Consolidated Statements of Operations for the Years Ended
  December 31, 1999, 1998 and 1997                                      15

Consolidated Statements of Changes in Partners' Equity for the
  Years Ended December 31, 1999, 1998 and 1997                          16

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1999, 1998 and 1997                                   17-19

Notes to Consolidated Financial Statements                           20-28





<PAGE>




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

                        Consolidated Financial Statements

                                December 31, 1999

                   (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,
1999 and 1998, 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,  1999.  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.

As  discussed  in Note 1, the  Partnership's  reinvestment  period ended June 5,
1997.  The  disposition  period  began on June 6, 1997.  During the  disposition
period the Partnership  has, and will continue to distribute  substantially  all
distributable cash from operations and equipment sales to the partners and begin
the orderly termination of its operations and affairs.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of ICON Cash Flow
Partners,  L.P.,  Series D as of December 31, 1999 and 1998,  and the results of
its operations and its cash flows for each of the years in the three-year period
ended  December 31, 1999,  in  conformity  with  generally  accepted  accounting
principles.



                                                /s/ KPMG LLP
                                                KPMG LLP


March 28, 2000
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>

                                                              1999            1998
                                                              ----            ----
       Assets

<S>                                                       <C>             <C>
Cash ..................................................   $    287,481    $    645,739
                                                          ------------    ------------

Investment in finance leases
   Minimum rents receivable ...........................      1,243,687       3,257,332
   Estimated unguaranteed residual values .............      1,422,788       4,784,614
   Initial direct costs ...............................         15,236          42,566
   Unearned income ....................................       (225,317)       (621,676)
   Allowance for doubtful accounts ....................       (224,544)       (246,450)
                                                          ------------    ------------
                                                             2,231,850       7,216,386

Investment in operating lease equipment, at cost ......      8,188,964       6,819,250
Accumulated depreciation ..............................     (1,702,723)     (1,020,538)
                                                          ------------    ------------
                                                             6,486,241       5,798,712

Investment in financings
   Receivables due in installments ....................      2,628,283       3,079,170
   Initial direct costs ...............................            395           1,418
   Unearned income ....................................       (841,135)     (1,045,785)
   Allowance for doubtful accounts ....................        (92,097)       (140,766)
                                                          ------------    ------------
                                                             1,695,446       1,894,037

Investment in joint venture ...........................        716,591         979,346
                                                          ------------    ------------

Accounts receivable from General Partner and affiliates          9,183          20,122
                                                          ------------    ------------

Other assets ..........................................        194,540          65,518
                                                          ------------    ------------

Total assets ..........................................   $ 11,621,332    $ 16,619,860
                                                          ============    ============

</TABLE>









                                                        (continued on next page)


<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                  December 31,
<TABLE>

                                                              1999            1998
                                                              ----            ----

Liabilities and Partners' Equity

<S>                                                      <C>             <C>
Note payable .........................................   $    278,170    $    870,801
Note payable - non-recourse - secured financing ......         58,146         499,037
Notes payable - non-recourse .........................      5,117,839       6,366,111
Security deposits, deferred credits and other payables      2,168,177       3,222,527
                                                         ------------    ------------
                                                            7,622,332      10,958,476

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ...................................       (304,607)       (288,004)
   Limited partners (399,118 units outstanding,
     $100 per unit original issue price) .............      4,303,607       5,949,388
                                                         ------------    ------------

Total partners' equity ...............................      3,999,000       5,661,384
                                                         ------------    ------------

Total liabilities and partners' equity ...............   $ 11,621,332    $ 16,619,860
                                                         ============    ============
</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>

                                                      1999         1998           1997
                                                      ----         ----           ----

Revenues

<S>                                              <C>           <C>            <C>
   Rental income .............................   $ 1,300,613   $ 1,329,387    $   798,000
   Finance income ............................       941,539     1,069,246      1,785,803
   Income from investment in joint venture ...        19,410       187,165        359,187
   Gain on sales of equipment ................       354,424       183,820        452,706
   Interest income and other .................        42,021        27,195        141,715
                                                 -----------   -----------    -----------

   Total revenues ............................     2,658,007     2,796,813      3,537,411
                                                 -----------   -----------    -----------

Expenses

   Interest ..................................       602,920       782,539      1,121,197
   Depreciation ..............................       682,185       664,121        356,417
   Management fees - General Partner .........       193,017       397,171        548,400
   General and administrative ................       214,256       268,346        199,751
   Administrative expense reimbursements
     - General Partner .......................       113,548       218,158        271,829
   Amortization of initial direct costs ......        28,406       178,117        363,087
   Reversal of allowance for doubtful accounts          --        (400,000)          --
                                                 -----------   -----------    -----------

   Total expenses ............................     1,834,332     2,108,452      2,860,681
                                                 -----------   -----------    -----------

Net income ...................................   $   823,675   $   688,361    $   676,730
                                                 ===========   ===========    ===========

Net income allocable to:
   Limited partners ..........................       815,438       681,477        669,963
   General Partner ...........................         8,237         6,884          6,767
                                                 -----------   -----------    -----------

                                                 $   823,675   $   688,361    $   676,730
                                                 ===========   ===========    ===========

Weighted average number of limited
   partnership units outstanding .............       399,118       399,118        399,138
                                                 ===========   ===========    ===========

Net income per weighted average
   limited partnership unit ..................   $      2.04   $      1.71    $      1.68
                                                 ===========   ===========    ===========
</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, 1999, 1998 and 1997
<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, 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

Cash distributions
   to partners                $   8.50     $   1.71      (4,074,331)   (41,155)   (4,115,486)

Net income                                                  681,477      6,884       688,361
                                                        -----------  ---------   -----------

Balance at
   December 31, 1998                                      5,949,388   (288,004)    5,661,384

Cash distributions
   to partners                $   4.13     $   2.04      (2,461,219)   (24,840)   (2,486,059)

Net income                                                  815,438      8,237       823,675
                                                        -----------  ---------   -----------

Balance at
   December 31, 1999                                    $ 4,303,607  $(304,607)  $ 3,999,000
                                                        ===========  =========   ===========
</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>

                                                                1999           1998           1997
                                                                ----           ----           ----
Cash flows provided by operating activities:
<S>                                                         <C>            <C>            <C>
   Net income ...........................................   $   823,675    $   688,361    $   676,730
                                                            -----------    -----------    -----------
   Adjustments to reconcile net income to
    net cash provided by operating activities:
     Finance income portion of receivables paid
       directly to lenders by lessees ...................      (168,261)      (362,177)      (843,479)
     Rental income paid directly to lenders by lessees ..      (620,426)      (330,880)      (193,012)
     Amortization of initial direct costs ...............        28,406        178,117        363,087
     Gain on sales of equipment .........................      (354,424)      (183,820)      (452,706)
     Interest expense on non-recourse financing
       paid directly by lessees .........................       472,953        581,922        811,948
     Interest expense accrued on non-recourse
       securitized debt .................................          --            1,455          4,202
     Depreciation .......................................       682,185        664,121        356,417
     Reversal of allowance for doubtful accounts ........          --         (400,000)          --
     Income from investment in joint venture ............       (19,410)      (187,165)      (359,187)
     Changes in operating assets and liabilities:
       Collection of principal - non-financed receivables       542,524      1,467,879      1,791,373
       Distributions from joint venture .................       386,657        412,671      4,134,882
       Allowance for doubtful accounts ..................        70,575       (237,275)       120,722
       Investment in joint venture ......................       (52,616)       (49,780)      (125,000)
       Accounts receivable to General Partner and
         affiliates, net ................................        10,939       (164,151)       145,745
       Security deposits, deferred credits
         and other payables .............................    (1,188,748)     1,147,809      1,411,293
       Other ............................................       (29,044)        88,173        441,688
                                                            -----------    -----------    -----------

         Total adjustments ..............................      (238,690)     2,626,899      7,607,973
                                                            -----------    -----------    -----------

       Net cash provided by operating activities ........       584,985      3,315,260      8,284,703
                                                            -----------    -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment .....................     3,946,052      1,394,199      9,741,651
   Refurbishment of operating equipment .................    (1,369,714)          --             --
   Equipment purchased ..................................          --             --       (7,030,431)
                                                            -----------    -----------    -----------

       Net cash provided by investing activities ........     2,576,338      1,394,199      2,711,220
                                                            -----------    -----------    -----------

</TABLE>


                                                        (continued on next page)


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

                        For the Years Ended December 31,
<TABLE>

                                                        1999             1998           1997
                                                        ----             ----           ----

Cash flows from financing activities:
<S>                                                   <C>             <C>             <C>
   Cash distributions to partners ...............     (2,486,059)     (4,115,486)     (7,962,515)
   Proceeds from notes payable - non-recourse ...           --           750,000            --
   Proceeds from note payable ...................           --              --         2,700,000
   Principal payments on note payable ...........       (592,631)     (1,156,338)       (672,861)
   Principal payments on non-recourse - secured
     financing ..................................       (440,891)       (696,274)       (933,227)
   Principal payments on revolving line of credit           --              --        (3,386,421)
   Redemption of limited partnership units ......           --              --              (366)
                                                    ------------    ------------    ------------

       Net cash used in financing activities ....     (3,519,581)     (5,218,098)    (10,255,390)
                                                    ------------    ------------    ------------

   Net (decrease) increase in cash ..............       (358,258)       (508,639)        740,533

Cash at beginning of year .......................        645,739       1,154,378         413,845
                                                    ------------    ------------    ------------

Cash at end of year .............................   $    287,481    $    645,739    $  1,154,378
                                                    ============    ============    ============

</TABLE>


















Note:  Equipment  purchased in 1999  represented an upgrade to an existing lease
       investment.

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 (Continued)

Supplemental Disclosures of Cash Flow Information

     Interest  expense of $602,920,  $782,539 and $1,121,197 for the years ended
December 31, 1999, 1998 and 1997 consisted of: interest  expense on non-recourse
financing  accrued or paid directly to lenders by lessees of $472,953,  $581,922
and  $811,948,  respectively,  and other  interest  of  $129,967,  $200,617  and
$309,249, respectively.

     During  the  years  ended  December  31,  1999,  1998  and  1997,  non-cash
activities included the following:
<TABLE>

                                                          1999          1998          1997
                                                          ----          ----          ----
<S>                                                  <C>            <C>            <C>
Principal and interest on finance receivables
     paid directly to lender by lessees ..........   $   971,296    $ 2,971,276    $ 6,025,801
Rental income assigned operating lease receivable        620,426        330,880        193,012
Principal and interest on non-recourse financing
     paid directly by lessees ....................    (1,591,722)    (3,302,156)    (6,218,813)

Decrease in investments in finance leases and
   financings due to contribution in joint venture       (51,876)          --       (4,805,767)
Increase in equity investment in joint venture ...        51,876           --        4,805,767

Non-recourse notes payable assumed in
   purchase price - finance and operating leases .          --             --        3,200,000
Fair value of equipment and receivables
   purchased for debt ............................          --             --       (3,200,000)

Decrease in investment in finance leases due
   to termination of leases ......................          --             --        1,035,175
Decrease in notes payable - non-recourse due to
   termination of leases .........................          --             --       (1,035,175)
Decrease in security deposits and deferred credits          --             --
                                                     -----------    -----------    -----------
                                                     $      --      $      --      $      --
                                                     ===========    ===========    ===========
</TABLE>


<PAGE>


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

                   Notes to Consolidated Financial Statements

                                December 31, 1999

1.   Organization

     ICON Cash Flow Partners,  L.P., Series D (the  "Partnership") was formed on
February  21,  1991  as  a  Delaware   limited   partnership   with  an  initial
capitalization  of $2,000.  It was formed to acquire various types of equipment,
to lease such equipment to third parties and, to a lesser degree,  to enter into
secured financing  transactions.  The Partnership's offering period commenced on
August 23, 1991 and by its final closing on June 5, 1992, 400,000 units had been
admitted into the Partnership with aggregate gross proceeds of $40,000,000. From
1994  through  1999,  the  Partnership  redeemed 882 limited  partnership  units
leaving 399,118 limited partnership units outstanding at December 31, 1999.

     The Partnership's  reinvestment  period ended June 5, 1997. The disposition
period began on June 6, 1997. During the disposition period the Partnership has,
and will  continue  to  distribute  substantially  all  distributable  cash from
operations and equipment sales to the partners and begin the orderly termination
of its operations and affairs.  The  Partnership has not, and will not invest in
any additional  finance or lease  transactions  during the  disposition  period.
During the disposition period, the Partnership expects to recover, at a minimum,
the carrying value of its assets.

     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  on  its  outstanding  adjusted  capital  contribution
account.  After such  time,  the  distributions  would be  allocated  90% to the
limited partners and 10% to the General Partner.

2.   Significant Accounting Policies

     Basis of  Accounting  and  Presentation  - The  Partnership's  records  are
maintained on the accrual  basis.  The  preparation  of financial  statements in
conformity with generally accepted  accounting  principles  requires the General
Partner's management to make estimates and assumptions that affect the reported


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

amounts of assets and liabilities at the date of the financial  statements,  and
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates. In addition, management is required to disclose contingent
assets and liabilities.

     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.  The Partnership
accounts  for its  interest  in a less than 50% owned  joint  venture  under the
equity  method  of  accounting.   In  such  cases,  the  Partnership's  original
investments are recorded at cost and adjusted for its share of earnings,  losses
and distributions thereafter.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties as finance  leases or  operating  leases,  as  appropriate.  For finance
leases,  the  Partnership  records,  at the  inception  of the lease,  the total
minimum lease payments receivable,  the estimated  unguaranteed residual values,
the initial direct costs related to the leases and the related  unearned income.
Unearned income  represents the difference  between the sum of the minimum lease
payments receivable plus the estimated  unguaranteed  residual minus the cost of
the leased  equipment.  Unearned income is recognized as finance income over the
terms of the related  leases using the interest  method.  For operating  leases,
equipment is recorded at cost and is  depreciated  on the  straight-line  method
over  the  lease  terms  to  their   estimated   fair  market  values  at  lease
terminations.  Related lease rentals are recognized on the straight-line  method
over the lease terms. Billed and uncollected operating lease receivables, net of
allowance for doubtful  accounts,  are included in other assets.  Initial direct
costs of finance leases are  capitalized and are amortized over the terms of the
related  leases using 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.  Separate  disclosure of fair value  information as of December 31,
1999 and 1998 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 payables 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.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     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.
In 1998, the Partnership reversed $400,000 of amounts previously included in the
allowance for doubtful accounts.


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

     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  Pronouncements - In June 1998 the FASB issued SFAS No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities."  SFAS No. 133
requires that an entity recognize all derivative instruments as either assets or
liabilities  in the balance sheet and measure those  instruments  at fair value.
SFAS No. 133 as amended, is effective for all quarters of fiscal years beginning
after June 15,  2000.  The  adoption  of SFAS No. 133 is not  expected to have a
material  effect on the  Partnership's  net  income,  partners'  equity or total
assets.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

3.   Investment in Joint Venture

     The  Partnership  and affiliates  formed a joint venture for the purpose of
acquiring and managing various assets.

     ICON Receivables 1997-A L.L.C.

     In March 1997 the  Partnership,  ICON Cash Flow  Partners  L.P.  Six ("L.P.
Six"),  and ICON Cash Flow Partners L.P. Seven ("L.P.  Seven"),  contributed and
assigned  equipment  lease  and  finance   receivables  and  residuals  to  ICON
Receivables 1997-A L.L.C.  ("1997-A"),  a special purpose entity created for the
purpose  of  originating  leases,   managing  existing  contributed  assets  and
securitizing  its portfolio.  In September  1997 ICON Cash Flow Partners,  L.P.,
Series  E  ("Series  E"),  L.P.  Six and L.P.  Seven  contributed  and  assigned
additional  equipment lease and finance receivables and residuals to 1997-A. The
Partnership, Series E, L.P. Six and L.P. Seven 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. The Partnership's contributions amounted to $4,805,767 in
assigned  leases  and  $125,000  of cash in  1997,  $49,780  of cash in 1998 and
$52,616 of cash and  $51,876 in  assigned  leases in 1999.  In  September  1997,
1997-A  securitized  substantially  all  of its  equipment  leases  and  finance
receivables and residuals.  1997-A became the beneficial  owner of a trust.  The
Partnership's  original  investment  was recorded at cost and is adjusted by its
share of earnings, losses and distributions thereafter.

     Information  as to the  financial  position  and results of  operations  of
1997-A as of and for the year ended  December  31,  1999 and 1998 is  summarized
below:

                                       December 31, 1999    December 31, 1998

Assets                                    $17,967,471         $31,845,710
                                          ===========         ===========

Liabilities                               $14,701,353         $27,065,004
                                          ===========         ===========

Equity                                    $ 3,266,388         $ 4,780,706
                                          ===========         ===========

Partnership's share of equity             $   716,591         $   979,346
                                          ===========         ===========

Net income                                $   108,923         $ 1,050,957
                                          ===========         ===========

Partnership's share of net income         $    19,410         $   187,165
                                          ===========         ===========

Distributions to partners                 $ 2,171,133         $ 2,367,147
                                          ===========         ===========

Partnership's share of distributions      $   386,657         $   412,671
                                          ===========         ===========


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

4.   Receivables Due in Installments

     Non-cancelable  minimum annual amounts due on finance leases and financings
as of December 31, 1999 are as follows:

                            Finance
            Year            Leases         Financings      Total

          2000           $  738,808       $  152,376    $  891,184
          2001              297,350          129,684       427,034
          2002               61,657           90,446       152,103
          2003              145,872           87,684       233,556
          2004                  -          2,168,093     2,168,093
                         ----------       ----------    ----------
                         $1,243,687       $2,628,283    $3,871,970
                         ==========       ==========    ==========

5.   Investment in Operating Lease

     In June 1997 the Partnership acquired two DeHaviland DHC-8-102 aircraft and
leased them to U.S.  Airways,  Inc ("U.S.  Air").  The  purchase  price  totaled
$6,819,250 and was funded with $3,619,250 of cash and $3,200,000 in non-recourse
debt.  In August 1999 one plane was re-leased to Wideroe's  Flyveselskap  ASA, a
Norwegian air carrier for a term of four years under a lease which  required the
aircraft  to be  refurbished  at a cost of  $1,369,714.  In  November  1999  the
Partnership extended the U.S. Air lease for a term of four years.

     The  investment  in operating  leases at December  31, 1999,  1998 and 1997
consisted of the following:
<TABLE>

                                                  1999           1998          1997
                                                  ----           ----          ----

<S>                                           <C>            <C>            <C>
Equipment cost, beginning of year .........   $ 6,819,250    $ 6,819,250    $      --
Refurbishment of operating equipment ......     1,369,714           --             --
Equipment purchases .......................          --             --        6,819,250
                                              -----------    -----------    -----------

Equipment cost, end of year ...............     8,188,964      6,819,250      6,819,250
                                              -----------    -----------    -----------

Accumulated depreciation, beginning of year    (1,020,538)      (356,417)          --
Depreciation ..............................      (682,185)      (664,121)      (356,417)
                                              -----------    -----------    -----------

Accumulated depreciation, end of year .....    (1,702,723)    (1,020,538)      (356,417)
                                              -----------    -----------    -----------

Investment in operating leases, end of year   $ 6,486,241    $ 5,798,712    $ 6,462,833
                                              ===========    ===========    ===========
</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 and financings consisted of the following:

                                          Finance
                                          Leases       Financings       Total

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        278,914       288,198
                                       -----------    -----------   -----------

Balance at December 31, 1997 .......       568,285        456,206     1,024,491

     Accounts written-off ..........      (209,007)       (47,034)     (256,041)
     Recovery on accounts previously
       written-off .................        18,766           --          18,766
     Reversal of allowance for
       doubtful accounts ...........      (131,594)      (268,406)     (400,000)
                                       -----------    -----------   -----------

Balance at December 31, 1998 .......       246,450        140,766       387,216

     Accounts written-off ..........       (79,889)       (48,669)     (128,558)
     Recovery on accounts previously
       written-off .................        57,983           --          57,983
                                       -----------    -----------   -----------

Balance at December 31, 1999 .......   $   224,544    $    92,097   $   316,641
                                       ===========    ===========   ===========

7.   Notes Payable

     In May 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
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,  1999.  The  Partnership  had  $278,170  outstanding
relating to this note payable at December 31, 1999.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     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 (described herein as notes payable - non-recourse - secured  financing)
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 $58,146  outstanding
under the note at December 31, 1999.

     In June 1997 the Partnership acquired two DeHaviland DHC-8-102 aircraft and
leased them to U.S.  Air. The purchase  price  totaled  $6,819,250  of which the
Partnership borrowed $3,200,000 in non-recourse debt from Transamerica  Business
Credit   Corp.   ("Transamerica")   (described   herein   as  notes   payable  -
non-recourse).  In October 1998 the Partnership  borrowed an additional $750,000
from  Transamerica,  to refurbish  one of the two  aircraft,  bringing the total
non-recourse debt relating to this transaction to $3,950,000.

     In August 1999 the Partnership  refinanced  $2,000,000 of the  Transamerica
debt with a new lender, Christiania Bank of Norway ("Christiania"), and borrowed
an additional $1,000,000 from Christiania.  The maturity date of this $3,000,000
borrowing from Christiania is November 2003. The Partnership  negotiated a fixed
rate of 9.6% on this debt in October 1999.  This debt is  collateralized  by the
lease with Wideroe's Flyveselskap ASA and the underlying equipment.

     In October 1999 the Partnership  retired $975,000 of Transamerica  debt and
refinanced a separate $1,000,000 of debt for a four year term at a fixed rate of
11%. This debt is  collateralized  by the lease with U.S. Air and the underlying
equipment.

     Notes  bear  interest  at rates  ranging  from  5.2% to 12% and  mature  as
follows:
<TABLE>

                           Note Payable         Christiania      Transamerica         Other
                           Non-Recourse        Notes Payable     Notes Payable    Notes Payable
          Note Payable   Secured Financing     Non-Recourse      Non-Recourse     Non-Recourse           Total

<S>      <C>               <C>                 <C>              <C>               <C>              <C>
2000     $    205,076      $      58,146       $     390,998    $     212,482     $     895,580    $   1,762,282
2001           73,094                -               430,229          237,070           281,323        1,021,716
2002               -                 -               473,398          264,503           194,861          932,762
2003               -                 -             1,468,129          269,266               -          1,737,395
         ------------      -------------       -------------    -------------     -------------    -------------

         $    278,170      $      58,146       $   2,762,754    $     983,321     $   1,371,764    $   5,454,155
         ============      =============       =============    =============     =============    =============
</TABLE>


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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, 1999,  1998 and 1997
are as follows:

                                                  Charged to
                                                  Operations

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

Management fees .....................              $397,171
Administrative expense reimbursements               218,158
                                                   --------
Year ended December 31, 1998 ........              $615,329
                                                   ========

Management fees .....................              $193,017
Administrative expense reimbursements               113,548
                                                   --------
Year ended December 31, 1999 ........              $306,565
                                                   ========

9.   Security Deposits, Deferred Credits and Other Payables

     Security deposits, deferred credits and other payables at December 31, 1999
and December 31, 1998 include $408,912 and $2,097,485, respectively, of proceeds
received  on  residuals  which will be applied  upon  final  remarketing  of the
related equipment.

10.  Subsidiary

     In December 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, 1999,
there was no federal tax liability for ICON D Corp.

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 third
parties based on specified formulas. For the years ended December 31, 1999, 1998
and 1997, the Partnership paid $152,739, $116,400 and $366,466, respectively, to
third parties as their share of the proceeds.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

12.  Tax Information (Unaudited)

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

                                           1999          1998           1997
                                           ----          ----           ----

Net income per financial statements   $   823,675    $   688,361    $   676,730

Differences due to:
   Direct finance leases ..........     1,315,734      3,337,161      5,998,911
   Depreciation and amortization ..    (2,020,504)    (3,431,801)    (4,339,289)
   Provision for losses ...........       (70,575)       162,724        138,489
   Loss on sale of equipment ......      (686,442)      (349,203)       631,921
   Other ..........................       (78,444)      (320,877)       376,745
                                      -----------    -----------    -----------

Partnership (loss) income for
   federal income tax purposes ....   $  (716,556)   $    86,365    $ 3,483,507
                                      ===========    ===========    ===========

     As of December 31, 1999,  the partners'  capital  accounts  included in the
financial  statements  totaled  $3,999,000  compared  to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $16,426,766  (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, 1999

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

     None

PART III

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

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

     The  manager of the  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.

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

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

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

 Paul B. Weiss                President and Director

 Thomas W. Martin             Executive Vice President and Director



<PAGE>


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

                                December 31, 1998

     Beaufort J. B. Clarke,  age 54, has been Chairman,  Chief Executive Officer
and Director of the General Partner since 1996.  Prior to his present  position,
Mr. Clarke was founder and the President and Chief Executive  Officer of Griffin
Equity  Partners,  Inc. Mr.  Clarke  formerly was an attorney  with Shearman and
Sterling  and has over 20 years of senior  management  experience  in the United
States leasing industry.

     Paul B. Weiss,  age 39, is President  and Director of the General  Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations  with the General  Partner since 1996,  Griffin Equity Partners (as
Executive Vice President from 1993-1996);  Gemini Financial  Holdings (as Senior
Vice  President-Portfolio  Acquisitions  from  1991-1993)  and  Pegasus  Capital
Corporation (as Vice  President-Portfolio  Acquisitions from 1988-1991).  He was
previously an investment banker and a commercial banker.

     Thomas W. Martin,  age 46, has been Executive Vice President of the General
Partner since 1996. Prior to his present position,  Mr. Martin was the Executive
Vice  President and Chief  Financial  Officer of Griffin Equity  Partners,  Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice  President-Syndications from 1985-1992). Mr.
Martin has 17 years of senior management experience in the leasing business.



<PAGE>


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

                                December 31, 1999

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, 1999, 1998 and 1997.

<TABLE>

                                                   Type of
        Entity               Capacity           Compensation            1999      1998      1997
        ------               --------           ------------            ----      ----      ----

<S>                       <C>                <C>                        <C>      <C>       <C>
ICON Capital Corp.       General Partner    Management fees           $193,017  $397,171  $548,400
ICON Capital Corp.       General Partner    Administrative expense
                                              reimbursements           113,548   218,158   271,829
                                                                      --------  --------  --------

                                                                      $306,565  $615,329  $820,229
                                                                      ========  ========  ========
</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 24,2000,  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

     See  Item  11  for  a  discussion  of  the   Partnership's   related  party
transactions.  See Note 3 for a discussion  of the  Partnership's  related party
investment in joint venture.


<PAGE>


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

                                December 31, 1999

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:

(a) 1. Financial  Statements - See accompanying  index to financial  statements,
Item 8.

     2. Exhibits - The following exhibits are incorporated herein by references:

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

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

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

(b)  Reports on Form 8-K

No reports on Form 8-K were filed by the  Partnership  during the quarter  ended
December 31, 1999.



<PAGE>


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

                                December 31, 1999

                                   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 29, 2000          /s/ Beaufort J.B. Clarke
                              ------------------------
                              Beaufort J.B. Clarke
                              Chairman, Chief Executive Officer and Director

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

ICON Capital Corp.
sole General Partner of the Registrant

Date:  March 29, 2000         /s/ Beaufort J.B. Clarke
                              ------------------------
                              Beaufort J.B. Clarke
                              Chairman, Chief Executive Officer and Director


Date:  March 29, 2000         /s/ Paul B. Weiss
                              -----------------
                              Paul B. Weiss
                              President and Director


Date:  March 29, 2000          /s/ Thomas W. Martin
                               --------------------
                               Thomas W. Martin
                               Executive Vice President
                               (Principal Financial and Accounting Officer)

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

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