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

                                    FORM 10-K

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

For the fiscal year ended                   December 31, 2002
                          ------------------------------------------------------
                                       or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

Commission File Number                       33-40044
                        --------------------------------------------------------

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

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

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

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

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

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

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

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

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

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


<PAGE>


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

                                December 31, 2002

                                TABLE OF CONTENTS

Item                                                                       Page

PART I

1. Business                                                                 3-4

2. Properties                                                                 4

3. Legal Proceedings                                                          4

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

PART II

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

6.   Selected Consolidated Financial and Operating Data                       6

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

7A.  Qualitative and Quantitative Disclosures About Market Risk              12

8. Consolidated Financial Statements and Supplementary Data               13-33

9. Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                     34

PART III

10. Directors and Executive Officers of the Registrant's General Partner  34-35

11. Executive Compensation                                                   35

12. Security Ownership of Certain Beneficial Owners
     and Management                                                          35

13.  Certain Relationships and Related Transactions                          35

14. Controls and Procedures                                               35-36

PART IV

15. Exhibits, Financial Statement Schedules and Reports on Form 8-K       36-37

SIGNATURES                                                                   38

Certifications                                                            39-43


<PAGE>


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

                                December 31, 2002

PART I

Item 1.  Business

General Development of Business

     ICON Cash Flow Partners,  L.P., Series D (the  "Partnership") was formed in
February  1991 as a Delaware  limited  partnership.  The  Partnership  commenced
business  operations on its initial  closing date,  September 13, 1991, with the
admission of 26,905.59 limited partnership units. Between September 14, 1991 and
June 5, 1992 (the final closing date), 373,094.41 additional units were admitted
bringing the total  admissions to 400,000 units totaling  $40,000,000 in capital
contributions.  From 1994 through  2002,  the  Partnership  redeemed 882 limited
partnership  units leaving  399,118 units  outstanding at December 31, 2002. The
general partner is ICON Capital Corp. (the "General Partner").

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

Segment Information

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

Narrative Description of Business

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
investment objective of the Partnership is to obtain the maximum economic return
from its  investments for the benefit of its 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  commencing with each limited  partner's  admission to the Partnership,
(3) re-invested  substantially all  undistributed  cash from operations and cash
from sales of  equipment  and  financing  transactions  during the  reinvestment
period;  and (4)  commenced  the  disposition  period  and  begun  to  sell  the
Partnership's investments and distribute the cash from sales of such investments
to its 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.

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


<PAGE>


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

                                December 31, 2002

Lease and Financing Transactions

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

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

Item 2.  Properties

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

Item 3.  Legal Proceedings

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

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

     No matters were submitted to a vote of security holders during the fourth
quarter of 2002.



<PAGE>


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

                                December 31, 2002

PART II

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

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

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

                                               2002                   2001
                                               ----                   ----

Limited Partners                              3,105                  3,105
General Partner                                 1                      1


<PAGE>


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

                                December 31, 2002

Item 6.  Selected Consolidated Financial and Operating Data

<TABLE>
<CAPTION>
                                                           Years Ended December 31,

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

Total revenues              $  1,594,108   $    874,695  $ 2,200,367    $ 2,658,007   $   2,796,813
                            ============   ============   ==========    ===========   =============

Net income                  $    662,388   $    284,772  $   820,615    $   823,675   $     688,361
                            ============   ============  ===========    ===========   =============

Net income
  allocable to limited
  partners                  $  655,764   $    281,924   $   812,409    $   815,438    $     681,477
                            ==========   ============   ===========    ===========    =============

Net income
  allocable to the
  General Partner           $    6,624   $      2,848   $     8,206    $     8,237    $       6,884
                            ==========   ============   ===========    ===========    =============

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

Net income per
  weighted average
  limited partnership
  unit                      $     1.64   $      0.71    $      2.04    $     2.04     $        1.71
                            ==========   ===========    ===========    ==========     =============


Distributions to
  limited partners          $     -      $    588,646   $ 4,091,082    $ 2,461,219    $   4,074,331
                            ==========   ============   ===========    ===========    =============

Distributions to the
  General Partner           $     -      $      5,946   $    41,323    $    24,840    $      41,155
                            ==========   ============   ===========    ===========    =============


                                                            December 31,

                               2002          2001              2000        1999            1998
                               ----          ----              ----        ----            ----

Total assets               $  3,421,904   $  3,847,550   $ 5,251,699    $11,621,332    $ 16,619,860
                           ============   ============   ===========    ===========    ============

Partners' equity           $  1,039,778   $    377,390   $   687,210    $ 3,999,000    $  5,661,384
                           ============   ============   ===========    ===========    ============

</TABLE>


<PAGE>


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

                                December 31, 2002

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

     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases, investment in operating lease equipment, investment in financings and an
investment in an unconsolidated  joint venture  representing 0%, 44%, 54% and 2%
of total investments at December 31, 2002, respectively, and 4%, 47%, 48% and 1%
of total investments at December 31, 2001, respectively.

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

Critical Accounting Policies and Management Estimates


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


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

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



<PAGE>


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

                                December 31, 2002

leases,  equipment is recorded at cost and is depreciated  on the  straight-line
method  over the lease  terms to their  estimated  fair  market  values at lease
terminations.  Related lease rentals are recognized on the straight-line  method
over the lease terms.  Billed and uncollected  operating  lease  receivables are
included in other assets. Initial direct costs of finance leases are capitalized
and are  amortized  over the terms of the  related  leases  using  the  interest
method.  Initial direct costs of operating  leases are capitalized and amortized
on the straight-line method over the lease terms.

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

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

     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.

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

Results of Operations

Years Ended December 31, 2002 and 2001

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


<PAGE>


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

                                December 31, 2002


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

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

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

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

Years Ended December 31, 2001 and 2000

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

     Revenues  for the 2001  period  were  $874,695  representing  a decrease of
$1,325,672  from the 2000 period.  The decrease in revenues  resulted  primarily
from a decrease in finance  income of $331,092,  a decrease in rental  income of
$36,011,  an  increase in the loss from equity  investment  in joint  venture of
$374,003  and a decrease  in gain on sales of  equipment  of  $601,928.  Finance
income  decreased  in the 2001  period as  compared  to the 2000 period due to a
decrease  in the  outstanding  investment  balance  on which such  earnings  are
determined.  Rental  income  decreased  primarily as a result of the sale in the
third  quarter  of 2000 of one of the DHC-8  aircraft.  The  decrease  in rental
income  was  partially  offset  by a one time  settlement  payment  of  $200,000
received in the first  quarter of 2001 for a rental  claim  related to the DHC-8
aircraft sold in the third quarter of 2000 and the recognition of  approximately
$244,000 of other



<PAGE>


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

                                December 31, 2002

lease  settlements in the fourth quarter of 2001.  Excluding the impact of these
lease settlement  payments,  rental income would have decreased by approximately
$480,000 in the 2001 period as compared to the 2000  period.  As of December 31,
2001, the Partnership had only one aircraft  operating lease  generating  rental
income.

     The  loss  from  investment  in joint  venture  resulted  primarily  from a
provision  for bad debts of $1,825,000  being  recorded in the 2001 period by an
underlying joint venture,  ICON  Receivables  1997-A LLC, versus a provision for
bad debt of $850,000 being recorded in the 2000 period.  The decrease 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 in the 2000 period.

     Expenses  for the 2001  period  were  $589,923  representing  a decrease of
$789,829 from the 2000 period.  The decrease in expenses resulted primarily from
a  reversal  of a prior year  provision  for bad debts of  $256,928  that was no
longer deemed necessary, decreases in management fees of $47,532, administrative
expense reimbursements of $12,292, depreciation of $158,525, interest expense of
$223,472 and general and  administrative of $84,429.  The decrease in management
fees and administrative expense reimbursements resulted from the General Partner
voluntarily  waiving  its right to receive  management  fees and  administrative
expense  reimbursements  commencing  July 1, 2000.  The voluntary  waiver by the
General Partner was based on the fact that the Partnership's level of operations
through its  continued  sale of  equipment  in the  disposition  period had been
reduced  to a level  where  such  fees were not  significant.  The  decrease  in
depreciation  resulted  from the sale of a DHC-8  aircraft  subject to operating
lease in the third quarter of 2000.  Interest expense decreased as a result of a
decrease in average  debt  outstanding  from the 2000 period to the 2001 period.
General  and  administrative  expenses  decreased  mainly  as a result  of lower
professional fees in the 2001 period as compared to the 2000 period.

     Net income for the 2001 period and 2000 period was $284,772  and  $820,615,
respectively.  The net income per weighted average limited  partnership unit was
$0.71 and $2.04 for the 2001 period and 2000 period, respectively.

Liquidity and Capital Resources

     The Partnership's primary sources of liquidity for the 2002 Period were net
cash  provided by  operations  of  $219,628,  (which  included a  prepayment  of
$250,000  received from L.P. Seven in the third quarter of 2002 Period against a
$2,000,000 financing that matures in 2004), as well as available cash, were used
substantially  for  principal  payments  on a  note  payable  of  $179,154.  The
Partnership's  current  sources of cash are proceeds  being  collected  from one
financing  at the rate of $7,000 per month plus certain  month to month  renewal
lease payments.  The Partnership  anticipates  that it will begin receiving cash
rentals from a three year lease renewal that  commenced in January 2002 upon the
repayment of a related  residual  sharing  obligation,  which is scheduled to be
paid off in the second quarter of 2003. The Partnership's  cash flow may be less
than the Partnership's  current level of expenses.  To the extent that cash flow
is  insufficient  to pay such expenses,  the Partnership may be required to sell
assets prior to maturity or borrow against future cash flows.



<PAGE>


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

                                December 31, 2002

     One of the  Partnership's  significant  remaining  assets is a  DeHavilland
DHC-8-102  aircraft,  which is subject to a lease with US Airways.  The aircraft
has a carrying  value of $1,350,202 at December 31, 2002,  and the related lease
is scheduled to expire in the fourth quarter of 2003. The aircraft is subject to
non-recourse  financing,  and the lease  payments  are  remitted  directly by US
Airways to the lender to reduce the loan  balance.  If all payments were made as
scheduled,  the loan would  have a final $1.7  million  balloon  payment  due at
termination date of the lease.

     On August  11,  2002,  US Airways  filed for  bankruptcy  protection  under
Chapter 11 of the United States Bankruptcy Code and was delinquent in its rental
payments from June 2002 through  December 2002. The Partnership  paid the lender
the scheduled note payments due for the period of delinquency.

     Management has  negotiated new terms with US Airways  regarding the revised
rental  schedule for the remaining  lease term.  The revised  schedule calls for
lower  rentals  beginning  August 11, 2002.  While the  Partnership  has accrued
rental income for the six months ended  December 31, 2002 at the current  rental
rate of $49,000 per month,  the  Partnership  has fully  reserved for all unpaid
rentals for the period prior to August 11, 2002 and has  provided an  additional
allowance for rentals since August 11, 2002, pending the outcome of the approval
by the  bankruptcy  court.  In the  aggregate,  the  Partnership  has recorded a
provision of $201,000 during the 2002 Period for uncollected rentals due from US
Airways.  The net rental receivable of $99,742 is included in the caption "Other
Assets" on the consolidated  balance sheet at December 31, 2002. US Airways paid
to the Partnership the amount equal to $20,000 per month for the period from and
including August 11, 2002 totaling $96,812, in accordance with the amended lease
term agreement dated December 23, 2002. The Partnership  paid this amount to the
lender in January 2003.  The  Partnership  obtained an appraisal of the aircraft
during 2002, which indicated that no impairment provision was required.

     It is anticipated that cash distributions,  if any, will not be significant
until the  realization  of proceeds from the sale or release of the  DeHavilland
aircraft  and  the  maturity  of the  related  financing.  There  were  no  cash
distributions to the limited partners for the 2002 Period.

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

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

New Accounting Pronouncements

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



<PAGE>


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

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

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


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


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

Item 7A.  Qualitative and Quantitative Disclosures About Market Risk

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

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

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


<PAGE>


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

                                December 31, 2002

Item 8.  Consolidated Financial Statements and Supplementary Data

                   Index to Consolidated Financial Statements

                                                                     Page Number

Independent Auditors' Reports                                            15-16

Consolidated Balance Sheets as of December 31, 2002 and 2001             17-18

Consolidated Statements of Operations for the Years Ended
  December 31, 2002, 2001 and 2000                                          19

Consolidated Statements of Changes in Partners' Equity for the
  Years Ended December 31, 2002, 2001 and 2000                              20

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2002, 2001 and 2000                                       21-23

Notes to Consolidated Financial Statements                               24-33





<PAGE>










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

                        Consolidated Financial Statements

                                December 31, 2002

                   (With Independent Auditors' Report Thereon)



<PAGE>












                          INDEPENDENT AUDITOR'S REPORT


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

We have audited the  accompanying  consolidated  balance sheet of ICON Cash Flow
Partners,  L.P.,  Series D (a Delaware  limited  partnership) as of December 31,
2002,  and  the  related  consolidated  statements  of  operations,  changes  in
partners'  equity,  and cash flows for the year then ended.  These  consolidated
financial statements are the responsibility of the partnership's management. Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

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

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

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



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


March 13, 2003
New York, New York


<PAGE>














                          INDEPENDENT AUDITOR'S REPORT


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

We have audited the  accompanying  consolidated  balance sheet of ICON Cash Flow
Partners,  L.P.,  Series D (a Delaware  limited  partnership) as of December 31,
2001,  and  the  related  consolidated  statements  of  operations,  changes  in
partners'  equity,  and cash flows for each of the years in the two year  period
ended  December  31,  2001.  These  consolidated  financial  statements  are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

As  discussed  in Note 1, the  Partnership's  reinvestment  period ended 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,  2001  and the  results  of its
operations and its cash flows for each of the years in the two year period ended
December 31, 2001 in conformity with accounting principles generally accepted in
the United States of America.



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


April 15, 2002
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,
                                                 2002              2001

                                                ----              ----
      Assets

Cash and cash equivalents ................   $   116,095    $    74,127
                                             -----------    -----------

Investment in finance leases
   Minimum rents receivable ..............         4,082         24,553
   Estimated unguaranteed residual values           --          119,400
   Initial direct costs ..................          --              350
   Unearned income .......................          --             (697)
                                             -----------    -----------
                                                   4,082        143,606
                                             -----------    -----------
Investment in operating leases
   Equipment, at cost ....................     3,459,597      3,384,869
   Accumulated depreciation ..............    (2,059,577)    (1,650,881)
                                             -----------    -----------
                                               1,400,020      1,733,988
Investment in financings
   Receivables due in installments .......     2,048,816      2,390,863
   Initial direct costs ..................          --              105
   Unearned income .......................      (304,051)      (487,655)
   Allowance for doubtful accounts .......       (25,000)       (92,097)
                                             -----------    -----------
                                               1,719,765      1,811,216

Investment in unconsolidated joint venture        54,208         26,561
                                             -----------    -----------

Other assets, net ........................       127,734         58,052
                                             -----------    -----------

Total assets .............................   $ 3,421,904    $ 3,847,550
                                             ===========    ===========















                                                        (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>

                                                            2002              2001
                                                            ----              ----

      Liabilities and Partners' Equity

<S>                                                      <C>            <C>
Notes payable - non-recourse .........................   $ 2,086,075    $ 2,526,490
Security deposits, deferred credits and other payables       296,051        943,670
                                                         -----------    -----------

Total liabilities ....................................     2,382,126      3,470,160
                                                         -----------    -----------

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ...................................      (334,198)      (340,822)
   Limited partners (399,118 units outstanding,
     $100 per unit original issue price) .............     1,373,976        718,212
                                                         -----------    -----------

Total partners' equity ...............................     1,039,778        377,390
                                                         -----------    -----------

Total liabilities and partners' equity ...............   $ 3,421,904    $ 3,847,550
                                                         ===========    ===========
</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>
                                               2002          2001            2000
                                               ----          ----            ----

Revenues

<S>                                        <C>            <C>            <C>
   Rental income .......................   $   822,848    $ 1,046,225    $ 1,082,236
   Finance income ......................       184,301        246,723        577,815
   Income (loss) from investment
     in unconsolidated joint venture ...        27,647       (491,869)      (117,866)
   (Loss) gain on sales of equipment ...        (8,001)         4,856        606,784
   Miscellaneous income ................       513,174           --             --
   Interest income and other ...........        54,139         68,760         51,398
                                           -----------    -----------    -----------

   Total revenues ......................     1,594,108        874,695      2,200,367
                                           -----------    -----------    -----------

Expenses

   Depreciation expense ................       408,696        383,784        542,309
   Interest ............................       245,280        303,593        527,065
   General and administrative expense ..       143,386        154,959        239,388
   Amortization of initial direct costs            455          4,515         11,166
   Management fees - General Partner ...          --             --           47,532
   Administrative expense reimbursements
     - General Partner .................          --             --           12,292
   Provision for (reversal of) bad debts       133,903       (256,928)          --
                                           -----------    -----------    -----------

   Total expenses ......................       931,720        589,923      1,379,752
                                           -----------    -----------    -----------

Net income .............................   $   662,388    $   284,772    $   820,615
                                           ===========    ===========    ===========

Net income allocable to:
   Limited partners ....................   $   655,764    $   281,924    $   812,409
   General Partner .....................         6,624          2,848          8,206
                                           -----------    -----------    -----------

                                           $   662,388    $   284,772    $   820,615
                                           ===========    ===========    ===========
Weighted average number of limited
   partnership units outstanding .......       399,118        399,118        399,118
                                           ===========    ===========    ===========

Net income per weighted average
   limited partnership unit ............   $      1.64    $      0.71    $      2.04
                                           ===========    ===========    ===========
</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, 2002, 2001 and 2000

<TABLE>
<CAPTION>
                       Limited Partner Distributions

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

<S>                     <C>            <C>         <C>           <C>        <C>
Balance at
   January 1, 2000                                  $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

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

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

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

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

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

</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>
                                                               2002           2001        2000
                                                              ------         ------      ------

Cash flows provided by operating activities:
<S>                                                        <C>            <C>            <C>
   Net income ..........................................   $   662,388    $   284,772    $   820,615
                                                           -----------    -----------    -----------
   Adjustments to reconcile net income to
     net cash provided by operating activities:
       Rental income paid directly to lenders by lessees      (388,591)      (582,931)    (1,002,474)
       Finance income portion of receivables paid
         directly to lenders by lessees ................      (156,684)      (246,723)       (93,426)
       Depreciation expense ............................       408,696        383,784        542,309
       Provision for (reversal of) bad debt ............       133,903       (256,928)          --
       Interest expense on non-recourse financing
         paid directly by lessees ......................       127,330        301,551        515,098
       Loss (gains) on sales of equipment ..............         8,001         (4,856)      (606,784)
       Amortization of initial direct costs ............           455          4,515         11,166
       (Income) loss from investment in
          unconsolidated joint venture .................       (27,647)       491,869        117,866
       Changes in operating assets and liabilities:
         Collection of principal - non-financed
           receivables .................................       370,078        175,928        388,648
         Other assets, net .............................      (270,682)        36,998         99,490
         Security deposits, deferred credits
           and other payables ..........................      (647,619)      (438,611)      (957,900)
         Distributions from joint venture ..............          --             --           80,295
         Accounts payable to General Partner
           and affiliates, net .........................          --            2,004          9,183
         Other .........................................          --          (90,359)       142,262
                                                           -----------    -----------    -----------

         Total adjustments .............................      (442,760)      (223,759)      (754,267)
                                                           -----------    -----------    -----------

       Net cash provided by operating activities .......       219,628         61,013         66,348
                                                           -----------    -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of leases and equipment .........         1,494        527,845      4,699,107
                                                           -----------    -----------    -----------

       Net cash provided by investing activities .......         1,494        527,845      4,699,107
                                                           -----------    -----------    -----------
</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>
<CAPTION>

                                                            2002           2001           2000
                                                           ----           ----            ----
<S>                                                      <C>            <C>           <C>
Cash flows from financing activities:
   Principal payments on non-recourse debt .........      (179,154)          --       (3,472,320)
   Cash distributions to partners ..................          --         (594,592)    (4,132,405)
   Proceeds from notes payable - non-recourse ......          --             --        2,967,966
   Principal payments on note payable - recourse ...          --          (72,717)      (205,453)
   Principal payments on non-recourse - secured
     financing .....................................          --             --          (58,146)
                                                       -----------    -----------    -----------

       Net cash used in financing activities .......      (179,154)      (667,309)    (4,900,358)
                                                       -----------    -----------    -----------

Net increase (decrease) in cash and cash equivalents        41,968        (78,451)      (134,903)

Cash and cash equivalents at beginning of year .....        74,127        152,578        287,481
                                                       -----------    -----------    -----------

Cash and cash equivalents at end of year ...........   $   116,095    $    74,127    $   152,578
                                                       ===========    ===========    ===========

</TABLE>




                                                        (continued on next page)


<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

     During the years ended December 31, 2002, 2001 and 2000, non-cash
activities included the following:

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

Principal and interest on finance receivables
   paid directly to lenders by lessees                  $   -       $  303,625  $   714,614
Rental income paid directly to lender by lessee            388,591     582,931    1,002,474
Principal and interest on non-recourse financing
   paid directly to lenders by lessees                    (388,591)   (886,556)  (1,717,088)
                                                        ----------  ----------  -----------

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

Interest expense on non-recourse debt paid directly
   to lenders by lessees                                $  127,330  $  301,551  $   515,098
Interest expense on non-recourse debt paid by the
   Partnership                                             117,950         -            -
Other interest paid                                             -        2,042       11,967
                                                        ----------  ----------  -----------

Total interest expense                                  $  245,280  $  303,593  $   527,065
                                                        ==========  ==========  ===========
</TABLE>



See accompanying notes to consolidated financial statements.



<PAGE>


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

                   Notes to Consolidated Financial Statements

               For theYears Ended December 31, 2002, 2001 and 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  2002,  the  Partnership  redeemed 882 limited  partnership  units
leaving 399,118 limited partnership units outstanding at December 31, 2002.

     The  Partnership's   reinvestment  period  ended  June  5,  1997,  and  the
disposition  period began on June 6, 1997.  During the disposition  period,  the
Partnership has and will continue to distribute  substantially all distributable
cash from  operations and equipment  sales to the partners and begin the orderly
termination of its operations and affairs.  The Partnership has not and will not
invest in any additional  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
General  Partner  received  organization  and offering  expenses  from the gross
proceeds  of  such  sales.  The  total  underwriting  compensation  paid  by the
Partnership,  including underwriting commissions,  sales commissions,  incentive
fees, public offering expense  reimbursements and due diligence activities,  was
limited to 13 1/2% of the gross  proceeds  received  from the sale of the units.
Such offering 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 accounting principles generally accepted in the United States of
America  requires  management to make estimates and assumptions  that affect the
reported  amounts  of  assets  and  liabilities  at the  dates of the  financial
statements and revenues and expenses during the reporting  periods.  Significant
estimates include the allowance for doubtful accounts



<PAGE>


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

and  unguaranteed  residual values.  Management  believes that the estimates and
assumptions  utilized in preparing its financial  statements  are reasonable and
prudent.  Actual  results  could  differ  from  those  estimates.  In  addition,
management is required to disclose contingent assets and contingent liabilities.

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

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

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

     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.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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

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

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

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

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

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

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



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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

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


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


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

3.       Investment in Unconsolidated Joint Venture

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

     ICON Receivables 1997-A LLC

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


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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

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

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

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

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

Partnership's share of equity              $         54,208        $        26,561
                                            ================        ===============

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

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

Partnership's share of net income (loss)   $         27,647        $      (491,869)
                                            ================        ===============
</TABLE>

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

4.   Receivables Due in Installments

     Non-cancelable minimum annual amounts due on finance leases and financings
as of December 31, 2002 are as follows:


                           Finance
      Year                 Leases             Financings           Total

      2003              $         4,082    $         84,000   $       88,082
      2004                  -                     1,877,728        1,877,728
      2005                  -                        87,088           87,088
                        ---------------    ----------------   --------------
                        $         4,082    $      2,048,816   $    2,052,898
                        ===============    ================   ==============

5.   Investment in Operating Leases

     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, the lease of one of the aircraft expired, and the aircraft
was  remarketed to Wideroe's  Flyveselskap  ASA, a Norwegian air carrier,  for a
term of  four  years  under  a lease  which  required  the  Partnership  to fund
approximately  $1,370,000 of  refurbishments.  In November 1999, the Partnership
extended the  remaining  U.S.  Air lease for a term of four years.  In September
2000,  the  Partnership  sold  the  Wideroe   aircraft  for  proceeds   totaling
$4,534,390, which resulted in a gain on sale of $708,500.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     The  DeHavilland  DHC-8-102  aircraft has a carrying value of $1,350,202 at
December  31, 2002,  and the related  lease is scheduled to expire in the fourth
quarter of 2003.  The  aircraft is subject to  non-recourse  financing,  and the
lease payments are remitted  directly by US Air to the lender to reduce the loan
balance.  If all payments  were made as  scheduled,  the loan would have a final
$2.0 million payment due at termination date as of the lease.

     On August 11, 2002, US Air filed for bankruptcy protection under Chapter 11
of the United States  Bankruptcy  Code and was delinquent in its rental payments
from June 2002 through  December  2002.  During the third and fourth  quarter of
2002, the Partnership paid the lender the scheduled note payments due.

     Management  has  negotiated  new terms with US Air  regarding  the  revised
rental  schedule for the remaining  lease term.  The revised  schedule calls for
lower  rentals  beginning  August 11, 2002.  While the  Partnership  has accrued
rental income for the six months December 31, 2002 at the current rental rate of
$49,000 per month, the Partnership has fully reserved for all unpaid rentals for
the period prior to August 11, 2002 and has provided an additional allowance for
rentals  since  August 11,  2002,  pending  the  outcome of the  approval by the
bankruptcy court. In the aggregate,  the Partnership has recorded a provision of
$201,000 during the year 2002 for  uncollected  rentals due from US Air. The net
rental  receivable of $99,742 is included in the caption "Other Assets,  net" on
the  consolidated  balance  sheet  at  December  31,  2002.  US Air  paid to the
Partnership  the  amount  equal to  $20,000  per month for the  period  from and
including August 11, 2002 totaling $96,812, in accordance with the amended lease
term agreement dated December 23, 2003. The Partnership obtained an appraisal of
the aircraft  during 2002,  which  indicated  that no  impairment  provision was
required.

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

                                                      2002           2001
                                                      ----           ----

Equipment cost, beginning of year                 $   3,384,869  $   3,384,869
Reclassification of finance lease to an
     operating lease                                     74,728            -
                                                  -------------  -------------

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

Accumulated depreciation, beginning of year          (1,650,881)    (1,267,097)
Depreciation expense                                   (408,696)      (383,784)
                                                  -------------  -------------

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

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



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Non-cancelable minimum annual rental amounts due on the operating lease as
of December 31, 2002 are as follows:

                     Year
                     2003                  $       284,999
                     2004                           50,667
                                           ---------------
                                           $       335,666

     During the year ended  December 31, 2002,  the  Partnership  had two leases
which represented more than 10% of the Partnership's total revenue, representing
approximately 37% and 10%, respectively.


6.   Allowance for Doubtful Accounts


     The Allowance for Doubtful  Accounts  related to the investments in finance
leases, financings and operating leases consisted of the following:
<TABLE>
<CAPTION>

                                         Finance                  Operating
                                         Leases      Financings    Leases(1)   Total
                                         ------      ----------    --------    -----


<S>                <C>                 <C>          <C>          <C>         <C>
Balance at January 1, 2000 .........   $ 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

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

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

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

Balance at December 31, 2002 .......   $    --      $  25,000    $ 201,000   $ 226,000
                                       =========    =========    =========   =========
</TABLE>

(1) included in other assets, net

7.   Notes Payable

     In May 1997, the Partnership  borrowed $2,700,000 from a third party lender
pursuant  to a four year term loan  agreement.  The loan  agreement  granted the
lender a security  interest in certain lease payments and  financings.  The note
bore interest at 9.25% and was payable in monthly  installments  of interest and
principal.  The  Partnership  repaid  the note in full  during  the  year  ended
December 31, 2001.


<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  accrued  interest  at a fixed  rate of  8.02%,  and was  payable  from
receivable  proceeds  generated  by the  portfolio  that  had  secured  it.  The
Partnership repaid the note in full during the year ended December 31, 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 an unaffiliated third
party lender ("the Aircraft Lender").  In October 1998, the Partnership borrowed
an  additional  $750,000  from the Aircraft  Lender to refurbish  one of the two
aircraft (in the aggregate the "Aircraft Debt").

     In August 1999, the Partnership  borrowed $3,000,000 of new debt from a new
lender at a rate of 9.6% with a scheduled  maturity  date of  November  2003 and
repaid a portion of the Aircraft Debt. In September 2000, the balance of the new
debt of  $2,504,354  was repaid with a portion of the proceeds  from the sale of
one of the aircraft.

     In the first  quarter of 2000,  the  Partnership  refinanced  the remaining
Aircraft  Debt  outstanding  and  borrowed  an  additional  $2,000,000  under  a
non-recourse note ("2000  Non-recourse  Note"). This debt was restructured as of
January  3, 2003 due to U.S.  Air filing for  bankruptcy.  This debt  carries an
interest  rate of 11% and has a maturity  date of  December  2003.  This debt is
collateralized  by the  remaining  aircraft  on  lease  with  U.S.  Air  and the
underlying  equipment  with a net book value of $1,400,020 at December 31, 2002.
The 2000 non-recourse note is scheduled to mature in 2003.

8.   Related Party Transactions

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its  affiliates for the year ended December 31, 2000 were as follows:
Charged to Operations

Management fees                                 $      47,532
Administrative expense reimbursements                  12,292
                                                    ---------

Year ended December 31, 2000                    $      59,824
                                                =============

     No such fees were incurred during the year ended December 31, 2002 and 2001
pursuant  to the  General  Partners  voluntary  decision  to waive  its right to
management fees and expense reimbursements effective July 1, 2000.

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


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Due to the reduced level of operations during the disposition period of the
Partnership,  the General  Partner  voluntarily  waived all management  fees and
administrative  expense reimbursements payable by the Partnership effective July
1, 2000.

     In 1997, the Partnership  financed a portion of the free cash flow relating
to a leveraged  lease owned by an affiliate,  L.P.  Seven.  The lease expires in
July of  2004,  at which  time the  maturity  value of the  financing  was to be
$2,000,000. L.P. Seven has exercised its discretionary right to prepay a portion
of the financing,  and during the six months ended December 31, 2002, L.P. Seven
prepaid $250,000 to the Partnership.  The balance at December 2002 of $1,750,000
is included in the caption "Investment in Financings."

     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.   Tax Information (Unaudited)

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

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

<S>                                                     <C>            <C>            <C>
Net income for financial statement reporting purposes   $   662,388    $   284,772    $   820,615

Differences due to:
   Direct finance leases ............................          --          246,723        449,184
   Depreciation and amortization ....................        87,156       (225,783)    (1,062,527)
   Provision for gains (losses) .....................       133,903       (256,928)       (29,384)
   (Loss) gain on sale of equipment .................        (3,104)       312,147       (184,260)
   Other ............................................      (467,762)      (339,262)        85,051
                                                        -----------    -----------    -----------
Partnership income for
   federal income tax reporting purposes ............   $   412,581    $    21,669    $    78,679
                                                        ===========    ===========    ===========
</TABLE>

     As of December 31,  2002,  the  partners'  capital  accounts for  financial
statement  reporting  purposes  totaled  $1,039,778  compared  to the  partners'
capital accounts for federal income tax purposes of $7,501,076 (unaudited).  The
difference  arises  primarily  from  commissions  reported as a reduction in the
partners' capital for financial reporting  purposes,  but not for federal income
tax  reporting  purposes and  temporary  differences  related to direct  finance
leases, depreciation and provision for gains and losses.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

10.  Quarterly Financial Data (Unaudited)

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

<TABLE>
<CAPTION>
                                                                   For the Quarter Ended
                                       ------------------------------------------------------------------

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

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

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

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


2001
     Revenues                             $  424,703      $  (215,214)     $  208,124     $     457,082
                                          ==========      ===========      ==========     =============

     Net income (loss) allocable to
       limited partners                   $  192,964      $  (426,480)(2)  $    8,895     $   506,545(3)
                                          ==========      ===========      ==========     =============

     Net income (loss) per weighted
       average limited partnership unit   $     0.48      $     (1.07)     $     0.02     $        1.28
                                          ==========      ===========      ==========     =============
</TABLE>

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

(2)  The second quarter of 2001 includes the effect of the  Partnership's  share
     of the  $1,825,000  provision for bad debts  recorded by a joint venture in
     which the Partnership has an interest (See note 3).

(3)  The  fourth   quarter  of  2001  includes  the  effect  of  a  reversal  of
     approximately  $257,000  of  allowances  for bad  debts  no  longer  deemed
     necessary.


<PAGE>


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

                                December 31, 2002

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

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

PART III

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

     The General  Partner,  a Connecticut  corporation,  was formed in 1985. The
General Partner's  principal offices are located at 100 Fifth Avenue,  New York,
New York 10011, and its telephone number is (212) 418-4700.  The officers of the
General  Partner have  extensive  experience  with  transactions  involving  the
acquisition,   leasing,  financing  and  disposition  of  equipment,   including
acquiring  and  disposing  of  equipment  subject to leases  and full  financing
transactions.

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

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

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

Paul B. Weiss                   President and Director

Thomas W. Martin                Executive Vice President and Director

     Beaufort J. B. Clarke,  age 56, has been Chairman,  Chief Executive Officer
and Director of the General Partner since 1996.  Prior to his present  position,
Mr. Clarke was founder and the President and Chief Executive  Officer of Griffin
Equity  Partners,  Inc. Mr.  Clarke  formerly was an attorney  with Shearman and
Sterling  and has over 20 years of senior  management  experience  in the United
States leasing industry.

     Paul B. Weiss,  age 42, is President  and Director of the General  Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations  with the General  Partner since 1996,  Griffin Equity Partners (as
Executive Vice President from 1993-1996);  Gemini Financial  Holdings (as Senior
Vice  President-Portfolio  Acquisitions  from  1991-1993)  and  Pegasus  Capital
Corporation (as Vice  President-Portfolio  Acquisitions from 1988-1991).  He was
previously an investment banker and a commercial banker.


<PAGE>


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

                                December 31, 2002

     Thomas W. Martin,  age 49, has been Executive Vice President of the General
Partner since 1996. Prior to his present position,  Mr. Martin was the Executive
Vice  President and Chief  Financial  Officer of Griffin Equity  Partners,  Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice  President-Syndications from 1985-1992). Mr.
Martin has 17 years of senior management experience in the leasing business.

Item 11.  Executive Compensation

     There were no payments or accrued  compensation and reimbursement  expenses
to the General  Partner or its affiliates for the years ended December 31, 2002,
2001 and 2000.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     (a) The  registrant is a limited  partnership  and therefore  does not have
voting shares of stock. No person of record owns, or is known by the Partnership
to own beneficially, more than 5% of any class of securities of the Partnership.

 (b) As of March 28, 2003, Directors and Officers of the General Partner do not
own any equity securities of the Partnership.

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

    Title                          Amount Beneficially                  Percent
  of Class                                Owned                        of Class

General Partner     Represents initially a 1% and potentially a           100%
  Interest          10% interest in the Partnership's income, gain
                     and loss deductions.

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

Item 13.  Certain Relationships and Related Transactions

     None other than those disclosed in Item 11 herein.

Item 14.  Control and Procedures

     Beaufort  J.B.  Clarke and Thomas W. Martin,  the  Principal  Executive and
Principal Financial Officers,  respectively,  of ICON Capital Corp. ("ICC"), the
General Partner of the Partnership,  have evaluated the disclosure  controls and
procedures of the Partnership  within 90 days prior to the filing of this annual
report.  As used herein,  the term "disclosure  controls and procedures" has the
meaning  given to the term by Rule 13a-14 under the  Securities  Exchange Act of
1934, as amended ("Exchange Act"), and includes



<PAGE>


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

                                December 31, 2002

the controls and other procedures of the Partnership that are designed to ensure
that information required to be disclosed by the Partnership in the reports that
it files with the SEC under the Exchange Act is recorded, processed,  summarized
and reported within the time periods  specified in the SEC's rules and forms. As
part of their evaluation,  Messrs.  Clarke and Martin conferred with the finance
and  accounting  staff  of ICC and the  finance  and  accounting  staff  of ICON
Holdings Corp., the parent of ICC. Based upon their evaluation,  Messrs.  Clarke
and  Martin  have  concluded  that the  Partnership's  disclosure  controls  and
procedures  provide  reasonable  assurance that the  information  required to be
disclosed by the Partnership in this report is recorded,  processed,  summarized
and  reported  within the time  periods  specified  in the SEC's rules and forms
applicable to the preparation of this report.

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

PART IV

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

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

     2. Financial Statement Schedule - None.

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

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

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

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

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

(b) Reports on Form 8-K

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



<PAGE>


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

                                December 31, 2002

Exhibits

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

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

(d)  Unconsolidated  Joint Venture Financial  Statements
     ICON Receivables 1997-A LLC - as of and for the years ended December 31,
     2002 and 2001


<PAGE>


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

                                December 31, 2002

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  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, 2003             /s/ Beaufort J.B. Clarke
                                 -----------------------------------------
                                 Beaufort J.B. Clarke
                                 Chairman, Chief Executive Officer and Director

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

ICON Capital Corp.
sole General Partner of the Registrant

Date: March 28, 2003          /s/ Beaufort J.B. Clarke
                              -------------------------------------------------
                              Beaufort J.B. Clarke
                              Chairman, Chief Executive Officer and Director


Date: March 28, 2003          /s/ Paul B. Weiss
                              -------------------------------------------------
                              Paul B. Weiss
                              President and Director


Date: March 28, 2003         /s/ Thomas W. Martin
                             --------------------------------------------------
                             Thomas W. Martin
                             Executive Vice President
                             (Principal Financial and Accounting Officer)






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

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


<PAGE>


                                                     Certifications - 10-K


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

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

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

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

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

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

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

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

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

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

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

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

Dated:  March 28, 2003

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



<PAGE>


                              Certifications - 10-K


I, Thomas W. Martin, certify that:

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

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

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

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

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

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

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

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

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

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

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

Dated:  March 28, 2003

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



<PAGE>


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

                                December 31, 2002

EXHIBIT 99.1

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

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

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

Dated:  March 28, 2003




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



<PAGE>


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

                                December 31, 2002


EXHIBIT 99.2

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

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

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

Dated:  March 28, 2003




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


<PAGE>










                           ICON Receivables 1997-A LLC

                              Financial Statements

                           December 31, 2002 and 2001

                   (With Independent Auditor's Report Thereon)





















<PAGE>









                          INDEPENDENT AUDITOR'S REPORT


The Members
ICON Receivables 1997-A LLC

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

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

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

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



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


March 13, 2003
New York, New York



<PAGE>





                           ICON Receivables 1997-A LLC

                                 Balance Sheets

                                  December 31,

<TABLE>
<CAPTION>

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

Cash                                                     $    64,889    $   673,740

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

                                                             284,720        944,220

Other assets                                                 345,152        238,622

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

         Liabilities and Members' Equity

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

Total liabilities                                            390,389      1,707,445

Commitments and Contingencies

Members' equity                                              304,372        149,137

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


</TABLE>



See accompanying notes to financial statements.






<PAGE>


                           ICON Receivables 1997-A LLC

                            Statements of Operations

                        For the Years Ended December 31,


                                                        2002           2001
                                                        ----           ----

Revenue

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

   Total revenues                                       42,377        548,047

Expenses

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

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

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


<PAGE>




See accompanying notes to financial statements.




<PAGE>



                           ICON Receivables 1997-A LLC

                    Statements of Changes in Members' Equity

                 For the Years Ended December 31, 2002 and 2001



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

Net loss                                                  (2,004,455)

Balance at December 31, 2001                                 149,137

Net income                                                   155,235

Balance at December 31, 2002                             $   304,372



See accompanying notes to financial statements.


<PAGE>


                           ICON Receivables 1997-A LLC

                            Statements of Cash Flows

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

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

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

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

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

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

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

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

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

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

Cash at beginning of year                                             673,740        619,719

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


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

</TABLE>


See accompanying notes to financial statements.



<PAGE>

                           ICON Receivables 1997-A LLC

                          Notes to Financial Statements

                                December 31, 2002

1.       Organization

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

2.       Significant Accounting Policies

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

     Leases and Revenue  Recognition - The Company's leases are accounted for as
finance leases.  As such, the Company  recorded,  at the inception of the lease,
the total minimum lease payments receivable, the estimated unguaranteed residual
values  and  the  related  unearned  income.   Unearned  income  represents  the
difference  between the sum of the minimum lease  payments  receivable  plus the
estimated unguaranteed residual minus the cost of the leased equipment. Unearned
income is  recognized  as finance  income over the terms of the  related  leases
using the interest method.

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

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


<PAGE>

                           ICON Receivables 1997-A LLC

                    Notes to Financial Statements - Continued

                                December 31, 2002

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

     Impairment of Estimated Residual Values - The Company's policy with respect
to impairment of estimated  residual  values is to review,  on a periodic basis,
the carrying  value of its residuals on an  individual  asset basis to determine
whether events or changes in  circumstances  indicate that the carrying value of
an asset may not be recoverable  and,  therefore,  an impairment  loss should be
recognized. The events or changes in circumstances which generally indicate that
the residual  value of an asset has been  impaired are that the  estimated  fair
value of the underlying equipment is less than the Company's carrying value.

     The  Company  measures  its  impairment  loss as the  amount  by which  the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Company from re-lease or sale of the equipment.

3.   Finance Lease Receivables

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

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

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

                                    $ 684,130

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






<PAGE>

                           ICON Receivables 1997-A LLC

                    Notes to Financial Statements - Continued

                                December 31, 2002

4.   Allowance for Doubtful Accounts

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

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

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

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

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

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

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

</TABLE>



5.   Notes Payable

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

6.       Other Assets

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