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

                                    FORM 10-K

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

For the fiscal year ended                   December 31, 2000
                          ------------------------------------------------------
                                       or

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

For the transition period from _____________________ to ________________________

Commission File Number                         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, 2000

                                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              12-28

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, 2000

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,
2000. 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.

Segment Information

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

Narrative Description of Business

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
investment objective of the Partnership is to obtain the maximum economic return
from its  investments for the benefit of its limited  partners.  To achieve this
objective the  Partnership  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, 2000

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

Lease and Financing Transactions

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

                                       December 31, 2000              December 31, 1999
                                       -----------------              -----------------

Category                               Cost         Percent          Cost        Percent

<S>                                <C>               <C>         <C>               <C>
Manufacturing & production         $ 4,907,608       37.8%       $ 5,113,726       27.0%
Aircraft                             3,384,869       26.1          8,188,964       43.2
Computer systems                     3,133,709       24.2          3,289,663       17.4
Restaurant equipment                   691,350        5.3          1,309,350        6.9
Office furniture & fixtures            510,560        3.9            539,834        2.9
Medical                                 81,873         .6            126,890        0.7
Printing                                50,151         .4             87,342        0.5
Telecommunications                      42,364         .3             59,715        0.3
Retail systems                          39,594         .3             39,594        0.2
Miscellaneous                          126,950        1.1            177,471        0.9
                                   -----------      -----        -----------      -----
                                   $12,969,028      100.0%       $18,932,549      100.0%
                                   ===========      =====        ===========      =====
</TABLE>

     The  Partnership  has one lease which  represents  greater  than 10% of the
total portfolio equipment cost at December 31, 2000. The underlying equipment is
a DeHavilland  DHC-8-102 aircraft and the total equipment cost represented 26.1%
of the total portfolio equipment cost at December 31, 2000.

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


<PAGE>


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

                                December 31, 2000

Item 3.  Legal Proceedings
         -----------------

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

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 2000.

PART II

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

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

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

                                             2000               1999
                                             ----               ----
        Limited partners                    3,105              3,060
        General Partner                         1                  1




<PAGE>


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

                                December 31, 2000

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

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

<S>                        <C>            <C>             <C>             <C>             <C>
Total revenues             $  2,200,367   $   2,658,007   $   2,796,813   $   3,537,411   $6,011,140
                           ============   =============   =============   =============   ==========

Net income                 $    820,615   $     823,675   $     688,361   $     676,730   $2,540,333
                           ============   =============   =============   =============   ==========

Net income allocable
  to limited partners      $    812,409   $     815,438   $     681,477   $     669,963   $2,514,930
                           ============   =============   =============   =============   ==========

Net income allocable
  to the General Partner   $      8,206   $       8,237   $       6,884   $       6,767   $   25,403
                           ============   =============   =============   =============   ==========

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

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

Distributions to
  limited partners         $  4,091,082   $   2,461,219   $   4,074,331   $   7,882,867   $5,588,508
                           ============   =============   =============   =============   ==========

Distributions to the
  General Partner          $     41,323   $      24,840   $      41,155   $      79,648   $   56,450
                           ============   =============   =============   =============   ==========
</TABLE>
<TABLE>
<CAPTION>

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

                               2000           1999            1998            1997           1996
                               ----           ----            ----            ----           ----

<S>                        <C>           <C>             <C>             <C>             <C>
Total assets               $ 5,381,699   $  11,621,332   $  16,619,860   $  22,999,478   $ 34,263,140
                           ===========   =============   =============   =============   ============

Partners' equity           $   687,210   $   3,999,000   $   5,661,384   $   9,088,509   $ 16,374,660
                           ===========   =============   =============   =============   ============
</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, 2000

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

     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases, investment in operating lease equipment, investment in financings and an
investment  in a joint  venture  representing  15%,  41%,  34% and 10% of  total
investments  at December 31,  2000,  respectively,  and 20%,  58%, 15% and 7% of
total investments at December 31, 1999, respectively.

Results of Operations

Years Ended December 31, 2000 and 1999

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

     Revenues for the year ended December 31, 2000 were $2,200,367  representing
a decrease of $457,640 from 1999.  The decrease in revenues  resulted  primarily
from a decrease in finance  income of $363,724,  a decrease in rental  income of
$218,377,  a loss from equity  investment  in joint  venture of $117,866 in 2000
versus  income in 1999 of $19,410 and an increase in gain on sales of  equipment
of $252,360.  Finance income  decreased due to a decrease in the average size of
the portfolio  from 2000 to 1999.  Rental income  decreased due to the sale of a
DHC-8 aircraft in the third quarter of 2000.  The loss from  investment in joint
venture  resulted  primarily  from a provision  for bad debt of  $850,000  being
recorded in 2000 by an underlying joint venture,  ICON  Receivables  1997-A LLC,
with no provision for bad debt being  recorded in 1999.  The increase in gain on
sales of  equipment  resulted  from the sale of the DHC-8  aircraft in the third
quarter of 2000, which resulted in a gain of $708,500.

     Expenses for the year ended December 31, 2000 were $1,379,752  representing
a decrease of $454,580 from 1999.  The decrease in expenses  resulted  primarily
from  decreases  in  management   fees  of  $145,485,   administrative   expense
reimbursements  of $101,256,  depreciation of $139,876,  and interest expense of
$75,855.  These  decreases were  partially  offset by an increase in general and
administrative  of $25,132.  The decrease in management fees and  administrative
expense  reimbursements  resulted from the General  Partner waiving its right to
receive management fees and  administrative  expense  reimbursements  commencing
July 1, 2000.  The decrease in  depreciation  resulted  from the sale of a DHC-8
aircraft in the third quarter of 2000. Interest expense decreased as a result of
a  decrease  in  average  debt  outstanding  from  1999  to  2000.  General  and
administrative  expenses  increased as a result of higher  professional  fees in
2000 compared to 1999.

     Net income for the year ended  December  31, 2000 and 1999 was $820,615 and
$823,675,  respectively. The net income per weighted average limited partnership
unit was $2.04 for both 2000 and 1999, respectively.



<PAGE>


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

                                December 31, 2000

Years Ended December 31, 1999 and 1998

     For the years ended  December 31, 1999 and 1998,  the  Partnership  did not
finance or purchase any new  equipment.  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.

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.


<PAGE>


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

                                December 31, 2000

     The Partnership's  primary sources of funds in 2000, 1999 and 1998 were net
cash provided by operations of $66,348,  $584,985 and $3,315,260,  respectively,
and proceeds from sales of equipment of $4,699,107,  $3,946,052 and  $1,394,199,
respectively, and proceeds from non-recourse notes payable of $2,967,966, $0 and
$750,000,  respectively.  These funds were used to fund cash  distributions  and
make payments on borrowings.

     The Partnership's notes payable at December 31, 2000 totaled $3,484,212 and
consisted of $3,411,495 in  non-recourse  notes and a full recourse note payable
of $72,717.

     Cash  distributions  to the limited partners in 2000, 1999 and 1998 totaled
$4,091,082,   $2,461,219  and  $4,074,331,   respectively,  of  which  $812,409,
$815,438,  and $681,477 was  investment  income and  $3,278,673,  $1,645,781 and
$3,392,854 was a return of capital,  respectively.  The monthly  annualized cash
distribution  rate to limited partners in 2000, 1999 and 1998 was 10.25%,  6.17%
and 10.21%, respectively.

     As of December 31, 2000, 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.

Item 7a.  Qualitative and Quantitative Disclosures About Market Risk

     The  Partnership is exposed to certain market risks,  including  changes in
interest rates. The Partnership  believes its exposure to other market risks are
insignificant to both its financial position and results of operations.

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




<PAGE>


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

                                December 31, 2000



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, 2000 and 1999         13-14

Consolidated Statements of Operations for the Years Ended
  December 31, 2000, 1999 and 1998                                      15

Consolidated Statements of Changes in Partners' Equity for the
  Years Ended December 31, 2000, 1999 and 1998                          16

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

                   (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,
2000 and 1999, 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,  2000.  These  consolidated  financial  statements  are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

As  discussed  in Note 1, the  Partnership's  reinvestment  period ended 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, 2000 and 1999,  and the results of
its operations and its cash flows for each of the years in the three-year period
ended  December 31, 2000, in conformity  with  accounting  principles  generally
accepted in the United States of America.



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


March 28, 2001
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>
<CAPTION>

                                                               2000           1999
                                                               ----           ----
       Assets

<S>                                                       <C>             <C>
Cash                                                      $    152,578    $    287,481
                                                          ------------    ------------

Investment in finance leases
   Minimum rents receivable                                    345,531       1,243,687
   Estimated unguaranteed residual values                      772,389       1,422,788
   Initial direct costs                                          4,157          15,236
   Unearned income                                             (92,763)       (225,317)
   Allowance for doubtful accounts                            (256,928)       (224,544)
                                                          ------------    ------------
                                                               772,386       2,231,850
                                                          ------------    ------------

Investment in operating lease equipment, at cost             3,384,869       8,188,964
Accumulated depreciation                                    (1,267,097)     (1,702,723)
                                                          ------------    ------------
                                                             2,117,772       6,486,241

Investment in financings
   Receivables due in installments                           2,484,219       2,628,283
   Initial direct costs                                            308             395
   Unearned income                                            (666,947)       (841,135)
   Allowance for doubtful accounts                             (92,097)        (92,097)
                                                          ------------    ------------
                                                             1,725,483       1,695,446
                                                          ------------    ------------

Investment in joint venture                                    518,430         716,591
                                                          ------------    ------------

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

Other assets                                                    95,050         194,540
                                                          ------------    ------------

Total assets                                              $  5,381,699    $ 11,621,332
                                                          ============    ============


</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>
<CAPTION>


                                                              2000            1999
                                                              ----            ----

Liabilities and Partners' Equity

<S>                                                      <C>             <C>
Note payable - recourse                                  $     72,717    $    278,170
Note payable - non-recourse - secured financing                  --            58,146
Notes payable - non-recourse                                3,411,495       5,117,839
Security deposits, deferred credits and other payables      1,210,277       2,168,177
                                                         ------------    ------------
                                                            4,694,489       7,622,332
                                                         ------------    ------------

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                           (337,724)       (304,607)
   Limited partners (399,118 units outstanding,
     $100 per unit original issue price)                    1,024,934       4,303,607
                                                         ------------    ------------

Total partners' equity                                        687,210       3,999,000
                                                         ------------    ------------

Total liabilities and partners' equity                   $  5,381,699    $ 11,621,332
                                                         ============    ============

</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>
<CAPTION>

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

Revenues

<S>                                              <C>            <C>           <C>
   Rental income                                 $ 1,082,236    $ 1,300,613   $ 1,329,387
   Finance income                                    577,815        941,539     1,069,246
   (Loss) income from investment
     in joint venture                               (117,866)        19,410       187,165
   Gains on sales of equipment                       606,784        354,424       183,820
   Interest income and other                          51,398         42,021        27,195
                                                 -----------    -----------   -----------

   Total revenues                                  2,200,367      2,658,007     2,796,813
                                                 -----------    -----------   -----------

Expenses

   Interest                                          527,065        602,920       782,539
   Depreciation                                      542,309        682,185       664,121
   General and administrative                        239,388        214,256       268,346
   Management fees - General Partner                  47,532        193,017       397,171
   Administrative expense reimbursements
     - General Partner                                12,292        113,548       218,158
   Amortization of initial direct costs               11,166         28,406       178,117
   Reversal of provision for doubtful accounts          --             --        (400,000)
                                                 -----------    -----------   -----------

   Total expenses                                  1,379,752      1,834,332     2,108,452
                                                 -----------    -----------   -----------

Net income                                       $   820,615    $   823,675   $   688,361
                                                 ===========    ===========   ===========

Net income allocable to:
   Limited partners                                  812,409        815,438       681,477
   General Partner                                     8,206          8,237         6,884
                                                 -----------    -----------   -----------

                                                 $   820,615    $   823,675   $   688,361
                                                 ===========    ===========   ===========

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

Net income per weighted average
   limited partnership unit                      $      2.04    $      2.04   $      1.71
                                                 ===========    ===========   ===========

</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, 2000, 1999 and 1998
<TABLE>
<CAPTION>

                    Limited Partner Distributions

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

<S>                      <C>          <C>           <C>            <C>         <C>
Balance at
   December 31, 1997                                $  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

Cash distributions
   to partners           $ 8.21       $ 2.04          (4,091,082)     (41,323)   (4,132,405)

Net income                                               812,409        8,206       820,615
                                                    ------------  -----------  ------------

Balance at
   December 31, 2000                                $  1,024,934  $  (337,724) $    687,210
                                                    ============  ===========  ============

</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>
<CAPTION>

                                                         2000           1999          1998
                                                         ----           ----          ----
Cash flows provided by operating activities:
<S>                                                  <C>            <C>            <C>
  Net income                                         $   820,615    $   823,675    $   688,361
                                                     -----------    -----------    -----------
  Adjustments to reconcile net income to
    net cash provided by operating activities:
    Finance income portion of receivables paid
      directly to lenders by lessees                     (93,426       (168,261)      (362,177)
    Rental income paid directly to lenders
      by lessee                                       (1,002,474)      (620,426)      (330,880)
    Amortization of initial direct costs                  11,166         28,406        178,117
    Gains on sales of equipment                         (606,784)      (354,424)      (183,820)
    Interest expense on non-recourse financing
      paid directly by lessees                           515,098        472,953        581,922
    Interest expense accrued on non-recourse
      securitized debt                                      --             --            1,455
    Depreciation                                         542,309        682,185        664,121
    Reversal of provision for doubtful accounts             --             --         (400,000)
    Loss (income) from investment in joint venture       117,866        (19,410)      (187,165)
    Changes in operating assets and liabilities:
      Collection of principal -
        non-financed receivables                         421,032        542,524      1,467,879
      Distributions from joint venture                    80,295        386,657        412,671
      Allowance for doubtful accounts                    (32,384)        70,575       (237,275)
      Investment in joint venture                           --          (52,616)       (49,780)
      Accounts receivable from General Partner
        and affiliates, net                                9,183         10,939       (164,151)
      Security deposits, deferred credits
        and other payables                              (957,900)    (1,188,748)     1,147,809
      Other assets                                        99,490           --             --
      Other                                              142,262        (29,044)        88,173
                                                     -----------    -----------    -----------

        Total adjustments                               (754,267)      (238,690)     2,626,899
                                                     -----------    -----------    -----------

      Net cash provided by operating activities           66,348        584,985      3,315,260
                                                     -----------    -----------    -----------

Cash flows from investing activities:
  Proceeds from sales of equipment                     4,699,107      3,946,052      1,394,199
  Refurbishment of operating equipment                      --       (1,369,714)          --
                                                     -----------    -----------    -----------

      Net cash provided by investing activities        4,699,107      2,576,338      1,394,199
                                                     -----------    -----------    -----------

</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>

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

Cash flows from financing activities:
<S>                                               <C>            <C>            <C>
  Cash distributions to partners                  (4,132,405)    (2,486,059)    (4,115,486)
  Proceeds from notes payable - non-recourse       2,967,966           --          750,000
  Principal payments on note payable                (205,453)      (592,631)    (1,156,338)
  Principal payments on non-recourse - secured
    financing                                        (58,146)      (440,891)      (696,274)
  Principal payments on non-recourse debt         (3,472,320)          --             --
                                                                -----------    -----------

      Net cash used in financing activities       (4,900,358)    (3,519,581)    (5,218,098)
                                                 -----------    -----------    -----------

Net decrease in cash                                (134,903)      (358,258)      (508,639)

Cash at beginning of year                            287,481        645,739      1,154,378
                                                 -----------    -----------    -----------

Cash at end of year                              $   152,578    $   287,481    $   645,739
                                                 ===========    ===========    ===========
</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  $527,065,  $602,920  and $782,539 for the years ended
December 31, 2000, 1999 and 1998 consisted of: interest  expense on non-recourse
financing  accrued or paid directly to lenders by lessees of $515,098,  $472,953
and  $581,922,  respectively,  and  other  interest  of  $11,967,  $129,967  and
$200,617, respectively.

    During the years ended December 31, 2000, 1999 and 1998, non-cash activities
included the following:
<TABLE>
<CAPTION>

                                                        2000          1999            1998
                                                        ----          ----            ----
<S>                                                 <C>            <C>            <C>
Principal and interest on finance receivables
    paid directly to lender by lessees              $   714,614    $   971,296    $ 2,971,276
Rental income assigned operating lease receivable     1,002,474        620,426        330,880
Principal and interest on non-recourse financing
    paid directly by lessees                         (1,717,088)    (1,591,722)    (3,302,156)

Decrease in investments in finance leases and
  financings due to contribution in joint venture          --          (51,876)          --
Increase in equity investment in joint venture             --           51,876           --
                                                    -----------    -----------    -----------
                                                    $      --      $      --      $      --
                                                    ===========    ===========    ===========
</TABLE>


<PAGE>


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

                   Notes to Consolidated Financial Statements

                                December 31, 2000

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  2000,  the  Partnership  redeemed 882 limited  partnership  units
leaving 399,118 limited partnership units outstanding at December 31, 2000.

     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,
2000 and 1999 with  respect  to the  Company's  assets  and  liabilities  is not
provided  because (i) SFAS No. 107 does not require  disclosures  about the fair
value of lease arrangements,  (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  Pronouncement - Effective  January 1, 2001, the Partnership
adopted  SFAS No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities," as amended. The adoption of SFAS No. 133 did not have any effect on
the Partnership's financial position or results of operations.

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


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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 years ended December 31, 2000 and 1999 is summarized below:

                                    December 31, 2000   December 31, 1999

Assets                               $   9,002,519       $  17,967,471
                                     =============       =============

Liabilities                          $   6,848,927       $  14,701,353
                                     =============       =============

Equity                               $   2,153,592       $   3,266,388
                                     =============       =============

Partnership's share of equity        $     518,430       $     716,591
                                     =============       =============

                                        Year Ended         Year Ended
                                     December 31, 2000  December 31, 1999

Net (loss) income                    $    (661,929)      $     108,923
                                     =============       =============

Partnership's share of net
  (loss) income                      $    (117,866)      $      19,410
                                     =============       =============

Distributions to partners            $     450,867       $   2,171,133
                                     =============       =============

Partnership's share of distributions $      80,295       $     386,657
                                     =============       =============

4.  Receivables Due in Installments

    Non-cancelable minimum annual amounts due on finance leases and financings
as of December 31, 2000 are as follows:

                          Finance
        Year              Leases            Financings              Total

        2001           $  202,290           $  129,737           $  332,027
        2002               42,288               90,483              132,771
        2003              100,953               87,720              188,673
        2004                 --              2,176,279            2,176,279
                       ----------           ----------           ----------
                       $  345,531           $2,484,219           $2,829,750
                       ==========           ==========           ==========


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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.  In September
2000  the  Partnership  sold the  Wideroe  aircraft  resulting  in  proceeds  of
$4,534,390 and a gain of $708,500.

     The  investment  in operating  leases at December  31, 2000,  1999 and 1998
consisted of the following:
<TABLE>
<CAPTION>

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

<S>                                           <C>            <C>            <C>
Equipment cost, beginning of year             $ 8,188,694    $ 6,819,250    $ 6,819,250
Refurbishment of operating equipment                 --        1,369,714           --
Equipment sales                                (4,803,825)          --             --
                                              -----------    -----------    -----------

Equipment cost, end of year                     3,384,869      8,188,964      6,819,250
                                              -----------    -----------    -----------

Accumulated depreciation, beginning of year    (1,702,723)    (1,020,538)      (356,417)
Depreciation                                     (542,309)      (682,185)      (664,121)
Accumulated depreciation on equipment sold        977,935           --             --
                                              -----------    -----------    -----------

Accumulated depreciation, end of year          (1,267,097)    (1,702,723)    (1,020,538)
                                              -----------    -----------    -----------

Investment in operating leases, end of year   $ 2,117,772    $ 6,486,241    $ 5,798,712
                                              ===========    ===========    ===========

</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, 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 provision 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

    Recovery on accounts previously
      written-off                          32,384           --           32,384
                                      -----------    -----------    -----------

Balance at December 31, 2000          $   256,928    $    92,097    $   349,025
                                      ===========    ===========    ===========

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, 2000. The Partnership had $72,717 outstanding relating
to this note payable at December 31, 2000.



<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)
bore interest at a fixed rate of 8.02%, and was payable from receivable proceeds
from the portfolio  that had secured it. The  Partnership  retired the remaining
note balance in 2000.

     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 was November 2003. The Partnership negotiated a fixed
rate of 9.6% on this debt in October 1999. This debt was  collateralized  by the
lease with Wideroe Flyveselskap ASA and the underlying  equipment.  In September
2000 the  Partnership  retired the  remaining  Christiana  debt  outstanding  of
$2,504,354  with the proceeds of sale of the  equipment to Wideroe  Flyveselskap
ASA (see Note 5).

     The  remaining  debt  with  Transamerica  is  collateralized  by the  other
aircraft lease with U.S. Air and the underlying equipment.  In the first quarter
of 2000, the Partnership  refinanced the remaining debt outstanding and borrowed
an  additional  $2,000,000.  This debt carries an interest rate of 11% and has a
maturity date of November 2003.

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

                               Transamerica         Other
                               Notes Payable    Notes Payable
               Note Payable    Non-Recourse     Non-Recourse         Total
               ------------    ------------     ------------         -----

    2001       $   72,717       $  306,123       $  581,446       $  960,286
    2002             --            341,547          129,999          471,546
    2003             --          2,052,380             --          2,052,380
                                ----------       ----------       ----------

               $   72,717       $2,700,050       $  711,445       $3,484,212
               ==========       ==========       ==========       ==========


<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, 2000, 1999 and 1998
are as follows:

                                                                  Charged to
                                                                  Operations

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
                                                                 ===========

Management fees                                                  $    47,532
Administrative expense reimbursements                                 12,292
                                                                 -----------
Year ended December 31, 2000                                     $    59,824
                                                                 ===========

     The  Partnership  has an investment in one  non-consolidated  joint venture
with  other  Partnerships  sponsored  by the  General  Partner  (See  Note 3 for
additional information relating to the joint venture).

9.  Security Deposits, Deferred Credits and Other Payables

     Security deposits, deferred credits and other payables at December 31, 2000
and December 31, 1999 include $846,057 and $408,912,  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, 2000,
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, 2000, 1999
and 1998, the Partnership paid $0, $152,739 and $116,400, 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:
<TABLE>
<CAPTION>

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

<S>                                    <C>            <C>            <C>
Net income per financial statements    $   820,615    $   823,675    $   688,361

Differences due to:
  Direct finance leases                    449,184      1,315,734      3,337,161
  Depreciation and amortization         (1,062,527)    (2,020,504)    (3,431,801)
  Provision for losses                     (29,384)       (70,575)       162,724
  Loss on sale of equipment               (184,260)      (686,442)      (349,203)
  Other                                     85,051        (78,444)      (320,877)
                                       -----------    -----------    -----------

Partnership income (loss) income for
  federal income tax purposes          $    78,679    $  (716,556)   $    86,365
                                       ===========    ===========    ===========
</TABLE>

     As of December 31, 2000,  the partners'  capital  accounts  included in the
financial statements totaled $687,210 compared to the partners' capital accounts
for federal  income tax  purposes of  $12,373,040  (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.

13. Quarterly Financial Data (Unaudited)

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

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

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

2000
<S>                       <C>            <C>              <C>             <C>
    Revenues              $    451,153   $      465,995   $     946,824   $     336,395
                          ============   ==============   =============   =============

    Net income allocable to
      limited partners    $     55,958   $       23,272   $     619,452   $     113,727
                          ============   ==============   =============   =============

    Net income per weighted
      average limited
      partnership unit    $       0.14   $         0.06   $        1.55   $        0.29
                          ============   ==============   =============   =============

1999
    Revenues              $    877,071   $      554,633   $     490,564   $     735,739
                          ============   ==============   =============   =============

    Net income allocable to
      limited partners    $    388,044   $       68,885   $      38,641   $     319,868
                          ============   ==============   =============   =============

    Net income per weighted
      average limited
      partnership unit    $       0.97   $         0.17   $        0.10   $        0.80
                          ============   ==============   =============   =============
</TABLE>

<PAGE>


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

                                December 31, 2000

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

     None

PART III

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

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

     The  manager of the  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, 2000

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

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

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



<PAGE>


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

                                December 31, 2000

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, 2000, 1999 and 1998.
<TABLE>
<CAPTION>

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

<S>                                                          <C>         <C>         <C>
ICON Capital Corp.  General Partner   Management fees        $   47,532  $   193,017 $   397,171
ICON Capital Corp.  General Partner   Administrative expense
                                        reimbursements           12,292      113,548     218,158
                                                             ----------  ----------- -----------

                                                             $   59,824  $   306,565 $   615,329
                                                             ==========  =========== ===========
</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)  Asof March 19, 2001,  Directors and Officers of the General  Partner do not
     own any equity securities of the Partnership.

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

     Title                                                            Percent
    of Class                  Amount Beneficially 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, 2000

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 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, 2000.



<PAGE>


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

                                December 31, 2000

                                   SIGNATURES


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

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


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

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

ICON Capital Corp.
sole General Partner of the Registrant

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


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


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

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

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