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

                                    FORM 10-K

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

For the fiscal year ended                      December 31, 1996
                          ------------------------------------------------------
                                              or

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

For the transition period from ________________________ to _____________________


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

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

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

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

Registrant's telephone number, including area code         (914) 698-0600
                                                  ------------------------------

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

           Title of each class                      Name of each exchange on
                                                    which registered




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

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

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

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

                                     Page 1

                                     <PAGE>



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

                                December 31, 1996

                                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                5

7.  General Partner's Discussion and Analysis of Financial
    Condition and Results of Operations                             6-9

8.  Consolidated Financial Statements and Supplementary Data      10-26

9.  Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure                              27

PART III

10. Directors and Executive Officers of the Registrant's
    General Partner                                               27-28

11. Executive Compensation                                           28

12. Security Ownership of Certain Beneficial Owners
    and Management                                                   29

13. Certain Relationships and Related Transactions                   29

PART IV

14. Exhibits, Reports and Amendments                              29-30

SIGNATURES                                                           31

                                     Page 2

                                     <PAGE>



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

                                December 31, 1996


PART I

Item 1.  Business

General Development of Business

    ICON Cash Flow Partners,  L.P., Series D (the  "Partnership")  was formed in
February  1991 as a Delaware  limited  partnership.  The  Partnership  commenced
business  operations on its initial  closing date,  September 13, 1991, with the
admission of 26,905.59 limited partnership units. Between September 14, 1991 and
December 31, 1991, 121,932.48 additional units were admitted. Between January 1,
1992 and June 5, 1992 (the final closing date), 251,161.93 additional units were
admitted  bringing the final admission to 400,000 units totaling  $40,000,000 in
capital  contributions.  During  1994,  the  Partnership  redeemed  767  limited
partnership units,  during 1995 the Partnership  redeemed 25 limited partnership
units,  and during 1996 the Partnership  redeemed 50 limited  partnership  units
leaving 399,158 units outstanding at December 31, 1996.
The sole general partner is ICON Capital Corp. (the "General Partner").

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 and  intends to  continue  to:  (1)  acquire a
diversified portfolio of short-term,  high-yield  investments;  (2) make monthly
cash distributions to its limited partners from cash from operations, commencing
with each limited partner's admission to the Partnership, continuing through the
reinvestment  period,  which  period  will  end no later  than  June  1997;  (3)
re-invest  substantially  all  undistributed  cash from operations and cash from
sales in additional equipment and financing transactions during the reinvestment
period; and (4) sell the Partnership's  investments and distribute the cash from
sales of such  investments to its limited  partners  within five and one-half to
seven and one-half  years of the final  closing  date.  In addition to acquiring
equipment and entering into leases,  the Partnership also (1) acquires equipment
already subject to leases  originated by affiliates and  non-affiliated  lessors
and (2)  enters  into  financing  transactions,  which  are (i)  secured  by the
equipment  financed  and  lease  revenues  therefrom  (if  any)  and  additional
collateral  as deemed  necessary by the credit  review  committee of the General
Partner, and (ii) evidenced by the irrevocable obligation of the lessees.

    The equipment  leasing  industry is highly  competitive.  In initiating  its
leasing   transactions,   the  Partnership   competes  with  leasing  companies,
manufacturers that lease their products directly,  equipment brokers and dealers
and financial institutions,  including commercial banks and insurance companies.
Many  competitors  are  larger  than the  Partnership  and have  access  to more
favorable  financing.  Competitive  factors in the  equipment  leasing  business
primarily   involve   pricing  and  other  financial   arrangements,   equipment
remarketing capabilities and servicing of lessees.

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


                                     Page 3

                                     <PAGE>



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

                                December 31, 1996

Lease and Financing Transactions

    For the years ended  December 31, 1996 and 1995, the  Partnership  purchased
and leased or financed  $18,880,251 and $20,761,206 of equipment,  respectively,
with  a  weighted  average  initial  transaction  term  of  68  and  39  months,
respectively.  At December 31, 1996, the weighted  average  initial  transaction
term of the portfolio was 42 months.  A summary of the portfolio  equipment cost
by category held at December 31, 1996 and 1995 is as follows:
<TABLE>

                                        December 31, 1996               December 31, 1995
                                        -----------------               -----------------

Category                                 Cost         Percent            Cost         Percent

<S>                                 <C>                 <C>           <C>               <C>
Computer systems                    $ 15,319,902        30.0%         $13,412,478       24.1%
Manufacturing & production            14,956,736        29.3            9,525,041       17.1
Aircraft                               8,759,291        17.1                     -       -
Restaurant equipment                   2,638,786         5.2            2,869,618        5.2
Medical                                2,532,468         5.0            5,062,318        9.1
Retail systems                         2,294,613         4.5            2,134,478        3.8
Office furniture & fixtures            2,157,432         4.1            1,635,449        2.9
Printing                                 860,003         1.7            1,345,282        2.4
Video production                         535,353         1.0              324,294         .6
Telecommunications                       526,390         1.0            1,226,342        2.2
Sanitation                                41,842          .1               84,633         .2
Material handling                         11,615         -             17,252,738       31.1
Miscellaneous                            469,369         1.0              688,852        1.3
                                    ------------      ------          -----------    -------

                                    $ 51,103,800       100.0%         $55,561,523      100.0%
                                    ============       =====          ===========      =====
</TABLE>

    The Partnership has one financing which individually represents greater than
10% of the total portfolio equipment cost at December 31, 1996. The financing is
secured by a 1986 McDonnell  Douglas DC-10-30F  aircraft,  currently on lease to
Federal Express Corp. and the financing of the equipment represents 17.1% of the
total  portfolio  equipment  cost at December 31, 1996. On January 29, 1997, the
Partnership's  investment  in the  Federal  Express  Corp.  lease was  partially
retired  to  leave  a  remaining  investment  of 3% of  the  adjusted  portfolio
equipment cost at December 31, 1996.

Item 2.  Properties

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

Item 3.  Legal Proceedings

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

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

    No matters were  submitted to a vote of security  holders  during the fourth
quarter of 1996.

                                     Page 4

                                     <PAGE>



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

                                December 31, 1996
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,

                                          1996                  1995
                                          ----                  ----

Limited partners                         3,100                 3,085
General Partner                              1                     1

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

                                               Years Ended December 31,
                           1996          1995           1994         1993           1992
                           ----          ----           ----         ----           ----

<S>                    <C>          <C>            <C>           <C>             <C>
Total revenues         $ 6,011,140  $  5,202,055   $  4,861,151  $  6,614,221    $  7,550,676
                       ===========  ============   ============  ============    ============

Net income             $ 2,540,333  $  2,793,742   $  1,620,241  $  1,096,970    $    861,184
                       ===========  ============   ============  ============    ============

Net income allocable
  to limited partners  $ 2,514,930  $  2,765,805   $  1,604,039  $  1,086,000    $    852,572
                       ===========  ============   ============  ============    ============

Net income allocable
  to the General Partner $    25,403  $     27,937   $     16,202  $     10,970    $      8,612
                         ===========  ============   ============  ============    ============

Weighted average
  limited partnership
  units outstanding        399,179       399,229        399,703       400,000         333,945
                       ===========  ============   ============  ============    ============

Net income per
  weighted average
  limited partnership unit       $  6.30       $   6.93       $  4.01       $    2.72       $                       2.55
                                 =======       ========       =======       =========       ============================

Distributions to
  limited partners     $ 5,588,508  $  5,589,207   $  5,596,503  $  5,600,000    $  4,347,156
                       ===========  ============   ============  ============    ============

Distributions to the
  General Partner      $    56,450  $     56,457   $     56,530  $     56,564    $     43,911
                       ===========  ============   ============  ============    ============

                                                      December 31,

                          1996           1995           1994         1993            1992
                          ----           ----           ----         ----            ----

Total assets          $ 34,263,140  $ 40,529,733   $ 27,619,644  $ 41,137,343    $ 52,840,273
                      ============  ============   ============  ============    ============

Partners' equity      $ 16,374,660  $ 19,480,356   $ 22,333,042  $ 26,405,039    $ 30,964,633
                      ============  ============   ============  ============    ============
</TABLE>

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

                                     Page 5

                                     <PAGE>



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

                                December 31, 1996

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,
leveraged leases,  financings and operating leases representing  64%,0%, 36% and
0% of total investments at December 31, 1996, respectively, and 63%, 31%, 6% and
less than 1% of total investments at December 31, 1995, respectively.

    For the years ended  December 31, 1996 and 1995, the  Partnership  leased or
financed   equipment  with  initial  costs  of  $18,880,251   and   $20,671,206,
respectively,  to 83  and 68  lessees  or  equipment  users,  respectively.  The
weighted  average initial  transaction  term for each year was 68 and 39 months,
respectively.

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

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

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

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

Results of Operations for the Years Ended December 31, 1995 and 1994

    Revenues for the year ended December 31, 1995 were $5,202,055,  representing
an increase of $340,904 or 7% from 1994.  The increase in revenues was primarily
attributable  to an increase in net gain on sales or remarketing of equipment of
$731,503 or 61% and an  increase in interest  income and other of $51,700 or 43%
from 1995.  The  increase  in  revenues  was  partially  offset by a decrease in
finance income of $338,297 or 18%, a decrease in income from leveraged leases of
$97,220 or 6% and a  decrease  in rental  income of $6,782 or 100%.  Net gain on
sales or remarketing of equipment  increased due to an increase in the number of
leases

                                     Page 6

                                     <PAGE>



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

                                December 31, 1996

maturing,  and the underlying equipment being sold or remarketed,  for which the
proceeds  received  were  in  excess  of the  remaining  carrying  value  of the
equipment.  The increase in interest  income and other resulted from an increase
in the average cash balance from 1994 to 1995.  Finance income  decreased due to
the decrease in the average size of the  portfolio  from 1994 to 1995.  In April
and July 1995, the Partnership sold the underlying  equipment relating to two of
its  leveraged  leases.  The sales  resulted in gains on  termination.  Although
income from leveraged  leases would be expected to increase due to the accretion
of the Partnership's  equity investment,  income from leveraged leases decreased
due the decrease in the  leveraged  lease  portfolio  from 1994 to 1995.  Rental
income  decreased  due to the  Partnership's  reduced  investment  in  operating
leases.

    Expenses for the year ended December 31, 1995 were $2,408,313,  representing
a decrease of $832,597 or 26% from 1994.  The decrease in expenses was primarily
attributable  to a decrease in the provision for bad debts of $325,000 or 68%, a
decrease  in  management  fees of  $183,945 or 24% and a decrease in general and
administrative  expense of $138,992 or 34% from 1994. Results were also affected
by a decrease  in  administrative  expense  reimbursements  of $80,466 or 24%, a
decrease in  amortization  of initial direct costs of $69,030 or 12%, a decrease
in interest  expense of $30,997 or 5% and a decrease in depreciation  expense of
$4,167  or 100%  from  1994.  As a result  of an  analysis  of  delinquency,  an
assessment of overall risk and  historical  loss  experience,  it was determined
that a lesser  provision for bad debts was required for the year ended  December
31, 1995.  Management fees, general and administrative  expense,  administrative
expense reimbursements and amortization of initial direct costs decreased due to
a decrease in the average size of the portfolio  from 1994 to 1995. The decrease
in interest  expense  resulted  from a decrease in the size of the average  debt
outstanding  from  1994  to  1995.  Depreciation  expense  decreased  due to the
Partnership's reduced investment in operating leases.

    Net income for the years ended December 31, 1995 and 1994 was $2,793,742 and
$1,620,241,   respectively.   The  net  income  per  weighted   average  limited
partnership unit was $6.93 and $4.01 for 1995 and 1994, respectively.

Liquidity and Capital Resources

    The  Partnership's  primary sources of funds in 1996, 1995 and 1994 were net
cash  provided  by  operations  of  $1,621,624,   $2,756,354   and   $1,969,172,
respectively,  proceeds from sales of equipment of  $15,681,303,  $6,776,544 and
$9,054,589,  respectively,  net  proceeds of  $3,386,421  in  borrowings  from a
revolving  credit agreement in 1996 and proceeds of $4,148,838 from the issuance
of notes  under a  securitized  arrangement  in 1995.  These  funds were used to
purchase additional  equipment,  to fund cash distributions and to make payments
on  borrowings.  The  Partnership  intends to continue  to  purchase  additional
equipment and to fund cash  distributions  utilizing cash provided by operations
and proceeds from sales of equipment.

    The  Partnership  had  notes  payable  at  December  31,  1996  and  1995 of
$17,470,845 and $18,047,692,  respectively, as a result of borrowings secured by
equipment.   These  amounts   consisted  of  $11,056,959   and   $13,033,160  in
non-recourse notes,  respectively,  which are being paid directly to the lenders
by the  lessees,  $898,927 and $887,056 in  non-recourse  residual  value notes,
respectively,  which will be paid to the extent proceeds are available in excess
of  the  Partnership's  estimated  unguaranteed  residuals  and  $2,128,538  and
$4,127,476 in non-recourse - securitized notes, respectively.


                                     Page 7

                                     <PAGE>



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

                                December 31, 1996


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

    Included in the  Partnership's  acquisitions for the year ended December 31,
1996 is a financing transaction in the amount of $8,756,291. This represents the
financing of excess cash, or free cash, which results from lease rental payments
being greater than senior debt payments on a leveraged  lease and first priority
rights  of the  first  $4  million  of  residual  proceeds  from the sale of the
aircraft. The financing is secured by the underlying equipment, a 1986 McDonnell
Douglas  DC-10-30F  aircraft,  currently  on  lease  to  Federal  Express  Corp.
Subsequent to this financing, ICON Cash Flow Partners L.P. Seven ("L.P. Seven"),
an affiliate of the Partnership,  acquired the residual, or equity,  interest in
the leveraged lease, and assumed the related outstanding non-recourse senior and
junior debt.

    On January 29, 1997, L.P. Seven  re-financed the free cash and $2 million of
its position against the aircraft's  residual  position with a third party. As a
result of this re-financing, the Partnership received proceeds of $7,221,452 and
reduced its interest in the net investment to $1,201,090.

    Cash  distributions  to the limited  partners in 1996, 1995 and 1994,  which
were paid monthly, totaled $5,588,508, $5,589,207 and $5,596,503,  respectively,
of which  $2,514,930,  $2,765,805  and  $1,604,039  was  investment  income  and
$3,073,578, $2,823,402 and $3,992,464 was a return of capital, respectively. The
monthly  annualized cash distribution rate to limited partners in 1996, 1995 and
1994 was  14.00%,  of which  6.30%,  6.93% and 4.01% was  investment  income and
7.70%,  7.07% and 9.99% was a return of capital,  respectively,  calculated as a
percentage of each limited partner's initial capital  contribution.  The limited
partner  distribution  per weighted  average unit  outstanding in 1996, 1995 and
1994 was  $14.00,  of which  $6.30,  $6.93 and $4.01 was  investment  income and
$7.70, $7.07 and $9.99 was a return of capital, respectively.

    On March  11,  1997,  the  Partnership  and two  affiliates,  ICON Cash Flow
Partners  L.P. Six and ICON Cash Flow Partners L.P.  Seven,  (collectively  "the
Members"),  contributed  and assigned  $8,671,773,  $6,712,631  and  $6,582,150,
respectively,  in equipment lease and finance  receivables and residuals to ICON
Receivables  1997-A LLC  ("1997-A"),  a special  purpose  entity  created by the
Members.  The Members received a 40.8%, 29.8% and 29.4% interest,  respectively,
in 1997-A based on the present value of their related contributions.  1997-A was
formed for the purpose of originating new leases,  managing existing contributed
assets  and,  eventually,  securitizing  its  portfolio.  In  order  to fund the
acquisition of new leases,  1997-A obtained a warehouse  borrowing facility from
Prudential Securities Credit Corporation (the "Facility").  Borrowings under the
Facility are based on the present value of the new leases,  provided that in the
aggregate, the amount outstanding cannot exceed $20,000,000. Outstanding amounts
under the  Facility  bear  interest  equal to Libor  plus 1.5%.  Collections  of
receivables from new leases are used to pay down the Facility,  however,  in the
event of a default,  all of 1997-A's  assets are available to cure such default.
The net proceeds from the expected  securitization  of these assets will be used
to pay-off the remaining  Facility  balance and any  remaining  proceeds will be
distributed to the Members in accordance with their  membership  interests.  The
Partnership  will account for its  investment in 1997-A under the equity method.
The  investment  in 1997-A will be increased or decreased by its share of profit
or losses and decreased by any distributions received by 1997-A.

                                     Page 8

                                     <PAGE>



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

                                December 31, 1996

    As of December 31, 1996, there were no known trends or demands, commitments,
events  or  uncertainties  which  are  likely  to have any  material  effect  on
liquidity.  As  cash  is  realized  from  operations,  sales  of  equipment  and
borrowings,  the  Partnership  will  continue to invest in equipment  leases and
financings  where it deems it to be prudent while  retaining  sufficient cash to
meet its reserve requirements and recurring obligations as they become due.

New Accounting Pronouncement

    In June 1996 the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards ("SFAS") No. 125, "Accounting for Transfers and
Servicing of Financial Assets and  Extinguishments of Liabilities." SFAS No. 125
establishes,  among other things, criteria for determining whether a transfer of
financial  assets is a sale or a secured  borrowing  effective for all transfers
occurring  after December 31, 1996. The adoption of SFAS No. 125 is not expected
to have a material impact on the Partnership's  net income,  partners' equity or
total assets.



                                     Page 9

                                     <PAGE>



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

                                December 31, 1996



Item 8.  Consolidated Financial Statements and Supplementary Data

                   Index to Consolidated Financial Statements
                                                                     Page Number

Independent Auditors' Report                                              12

Consolidated Balance Sheets as of December 31, 1996 and 1995              13

Consolidated Statements of Operations for the Years Ended
  December 31, 1996, 1995 and 1994                                        14

Consolidated Statements of Changes in Partners' Equity for the
  Years Ended December 31, 1996, 1995 and 1994                            15

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1996, 1995 and 1994                                     16-17

Notes to Consolidated Financial Statements                             18-26




                                     Page 10

                                     <PAGE>





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

                        Consolidated Financial Statements

                                December 31, 1996

                   (With Independent Auditors' Report Thereon)


                                     Page 11

<PAGE>














                          INDEPENDENT AUDITORS' REPORT





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

We have audited the accompanying  consolidated  balance sheets of ICON Cash Flow
Partners,  L.P.,  Series D (a Delaware  limited  partnership) as of December 31,
1996 and 1995, and the related consolidated statements of operations, changes in
partners' equity,  and cash flows for each of the years in the three-year period
ended  December  31,  1996.  These  consolidated  financial  statements  are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of ICON Cash Flow
Partners,  L.P.,  Series D as of December 31, 1996 and 1995,  and the results of
its operations and its cash flows for each of the years in the three-year period
ended  December 31, 1996,  in  conformity  with  generally  accepted  accounting
principles.










March 7, 1997
New York, New York

                                     Page 12

                                     <PAGE>



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

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>
                                                                       1996              1995
                                                                       ----              ----
       Assets

<S>                                                             <C>              <C>
Cash                                                            $    413,845     $  3,751,899
                                                                ------------     ------------

Investment in finance leases
   Minimum rents receivable                                       16,784,360       21,479,681
   Estimated unguaranteed residual values                          7,587,992        5,016,355
   Initial direct costs                                              484,908          693,692
   Unearned income                                                (2,955,625)      (3,297,674)
   Allowance for doubtful accounts                                  (651,546)        (766,111)
                                                                ------------     ------------
                                                                  21,250,089       23,125,943

Investment in financings
   Receivables due in installments                                15,510,321        2,581,130
   Initial direct costs                                               93,060           59,537
   Unearned income                                                (3,086,270)        (401,680)
   Allowance for doubtful accounts                                  (252,223)        (202,260)
                                                                ------------     ------------
                                                                  12,264,888        2,036,727

Net investment in leveraged leases                                       -         11,577,913
                                                                ------------     ------------

Investment in operating leases
   Equipment, at cost                                                   -              14,095
   Initial direct costs                                                 -                  24
   Accumulated depreciation                                             -             (12,305)
                                                                ------------     ------------
                                                                        -               1,814
                                                                ------------     ------------

Other assets                                                         334,318           35,437
                                                                ------------     ------------

Total assets                                                    $ 34,263,140     $ 40,529,733
                                                                ============     ============

       Liabilities and Partners' Equity

Notes payable - non-recourse                                    $ 11,955,886     $ 13,920,216
Note payable - revolving credit facility                           3,386,421              -
Note payable - non-recourse - securitized                          2,128,538        4,127,476
Accounts payable - other                                             129,647          286,177
Accounts payable to General Partner
  and affiliates, net                                                 18,406          115,412
Security deposits and deferred credits                               269,582           60,337
Accounts payable - equipment                                             -          2,539,759
                                                                ------------     ------------
                                                                  17,888,480       21,049,377
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                                  (180,852)        (149,805)
   Limited partners (399,158 and 399,208 units
     outstanding, $100 per unit original issue
     price in 1996 and 1995, respectively)                        16,555,512       19,630,161

Total partners' equity                                            16,374,660       19,480,356
                                                                ------------     ------------

Total liabilities and partners' equity                          $ 34,263,140     $ 40,529,733
                                                                ============     ============
See accompanying notes to consolidated financial statements.
</TABLE>

                                     Page 13

                                     <PAGE>



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

                      Consolidated Statements of Operations

                        For the Years Ended December 31,
<TABLE>


                                                   1996             1995           1994
                                                   ----             ----           ----

Revenues

<S>                                            <C>             <C>                <C>
   Finance income                              $ 3,009,835     $ 1,591,239      $ 1,929,536
   Net gain on sales or remarketing of
     equipment                                   2,391,683       1,931,333        1,199,830
   Income from leveraged leases, net               369,511       1,508,626        1,605,846
   Interest income and other                       240,111         170,857          119,157
   Rental income                                        -               -             6,782
                                               -----------      ----------      -----------

   Total revenues                                6,011,140       5,202,055        4,861,151
                                               -----------     -----------      -----------

Expenses

   Interest                                      1,651,940         621,199          652,196
   Management fees - General Partner               685,103         594,623          778,568
   Amortization of initial direct costs            614,441         511,427          580,457
   Administrative expense reimbursements
     - General Partner                             301,945         257,401          337,867
   General and administrative                      217,378         273,663          412,655
   Provision for bad debts                              -          150,000          475,000
   Depreciation                                         -               -             4,167
                                               -----------     -----------      -----------


   Total expenses                                3,470,807       2,408,313        3,240,910
                                               -----------     -----------      -----------

Net income                                     $ 2,540,333     $ 2,793,742      $ 1,620,241
                                               ===========     ===========      ===========

Net income allocable to:
   Limited partners                            $ 2,514,930     $ 2,765,805      $ 1,604,039
   General Partner                                  25,403          27,937           16,202
                                               -----------     -----------      -----------

                                               $ 2,540,333     $ 2,793,742      $ 1,620,241
                                               ===========     ===========      ===========

Weighted average number of limited
   partnership units outstanding                   399,179         399,229          399,703
                                               ===========     ===========      ===========


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


</TABLE>

See accompanying notes to consolidated financial statements.

                                     Page 14

                                     <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, 1996, 1995 and 1994

<TABLE>

                             Limited Partner Distributions

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

<S>                                <C>          <C>             <C>            <C>           <C>
Balance at December 31, 1993                               $ 26,485,996   $  (80,957)   $26,405,039

Cash distributions to partners   $   9.99      $  4.01       (5,596,503)     (56,530)    (5,653,033)

Limited partnership units redeemed
   (767 units)                                                  (39,205)           -        (39,205)

Net income                                                    1,604,039       16,202      1,620,241
                                                           ------------   ----------    -----------

Balance at December 31, 1994                                 22,454,327     (121,285)    22,333,042

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

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

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

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

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

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

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

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



</TABLE>






See accompanying notes to consolidated financial statements.

                                     Page 15

                                     <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>

                                                              1996         1995        1994
                                                              ----         ----        ----
Cash flows from operating activities:
<S>                                                      <C>          <C>          <C>
   Net income                                            $ 2,540,333  $ 2,793,742  $1,620,241
                                                         -----------  -----------  ----------
   Adjustments to reconcile net income to
    net cash provided by operating activities:
     Allowance for doubtful accounts                         100,170      235,916     242,288
     Finance income portion of receivables paid
       directly to lenders by lessees                     (1,554,592)    (776,205)   (979,761)
     Amortization of initial direct costs                    614,441      511,427     580,457
     Net gain on sales or remarketing of equipment        (2,391,683)  (1,931,333) (1,199,830)
     Interest expense on non-recourse financing
       paid directly by lessees                            1,200,696      539,259     576,447
     Interest expense accrued on non-recourse debt            11,871       35,286      54,022
     Collection of principal - non-financed receivables    1,726,064    2,469,314   3,603,914
     Collection of principal - leveraged leases              207,683      429,383     486,672
     Income from leveraged leases, net                      (369,511)  (1,508,626) (1,605,846)
     Depreciation                                                 -             -       4,167
     Change in operating assets and liabilities:
       Accounts payable to General Partner and
         affiliates, net                                     (97,006)     103,268     (90,385)
       Accounts payable - other                             (156,530)     (27,978)     39,821
       Security deposits and deferred credits                209,245     (129,065) (1,750,823)
       Other, net                                           (419,557)      11,966     387,788
                                                         -----------  -----------  ----------

         Total adjustments                                  (918,709)     (37,388)    348,931
                                                         -----------  -----------  ----------

       Net cash provided by operating activities           1,621,624    2,756,354   1,969,172
                                                         -----------  -----------  ----------

Cash flows from investing activities:
   Proceeds from sales of equipment                       15,681,303    6,776,544   9,054,589
   Equipment and receivables purchased                   (15,977,478)  (5,675,075) (3,762,700)
   Initial direct costs                                     (404,957)    (756,658)   (145,727)
                                                         -----------  -----------  ----------

       Net cash provided by (used in) investing activities  (701,132)     344,811   5,146,162
                                                          ----------  -----------  ----------

Cash flows from financing activities:
   Proceeds from revolving credit facility                 5,250,000           -            -
   Cash distributions to partners                         (5,644,958)  (5,645,664) (5,653,033)
   Principal payments on non-recourse securitized
     and non-recourse debt                                (1,998,938)    (776,692)   (430,000)
   Principal payments on revolving credit facility        (1,863,579)          -            -
   Redemption of limited partnership units                    (1,071)        (764)    (39,205)
   Proceeds from notes payable non-recourse
     -securitized                                                 -     4,148,838           -
                                                         -----------  -----------  ----------

       Net cash used in financing activities              (4,258,546)  (2,274,282) (6,122,238)
                                                         -----------  -----------  ----------

   Net decrease in cash                                   (3,338,054)     826,883     993,096

Cash at beginning of year                                  3,751,899    2,925,016   1,931,920
                                                         -----------  -----------  ----------

Cash at end of year                                      $   413,845  $ 3,751,899  $2,925,016
                                                         ===========  ===========  ==========

</TABLE>

See accompanying notes to consolidated financial statements.

                                     Page 16

                                     <PAGE>



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

                      Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

   Interest  expense of  $1,651,940,  $621,199  and $652,196 for the years ended
December 31, 1996, 1995 and 1994 consisted of: interest  expense on non-recourse
financing accrued or paid directly to lenders by lessees of $1,275,475, $574,545
and $630,469, respectively, and other interest of $376,465, $46,654 and $21,727,
respectively.

   During the years ended December 31, 1996, 1995 and 1994,  non-cash activities
included the following:
<TABLE>

                                                      1996          1995              1994
                                                      ----          ----              ----
Principal and interest on finance receivables
<S>                                              <C>            <C>              <C>
    paid directly to lender by lessees           $  8,606,303   $  6,942,951     $  8,265,958
Principal and interest on non-recourse financing
    paid directly by lessees                       (8,606,303)    (6,942,951)      (8,265,958)

Non-recourse notes payable assumed in
    purchase price - finance and operating leases   5,429,406     13,579,698         (217,368)
Accounts payable - equipment                               -       2,539,759                -
Fair value of equipment and receivables
    purchased for debt and payables                (5,429,406)   (16,119,457)         217,368

Decrease in investment in finance leases due
    to termination of leases                        3,869,025        812,097        1,985,605
Decrease in notes payable - non-recourse due to
    termination of leases                          (3,841,797)      (299,817)      (1,985,605)

Decrease in security deposits and deferred credits    (27,228)      (512,280)             -
                                                  -----------   ------------     ------------
                                                  $       -     $       -        $        -
                                                  ===========   ============     ============
</TABLE>


                                     Page 17

                                     <PAGE>



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

                   Notes to Consolidated Financial Statements

                                December 31, 1996

1.  Organization

    ICON Cash Flow Partners,  L.P., Series D (the  "Partnership")  was formed on
February  21,  1991  as  a  Delaware   limited   partnership   with  an  initial
capitalization  of $2,000.  It was formed to acquire various types of equipment,
to lease such equipment to third parties and, to a lesser degree,  to enter into
secured financing  transactions.  The Partnership's offering period commenced on
August 23, 1991 and by its final closing on June 5, 1992, 400,000 units had been
admitted into the  Partnership  with aggregate  gross  proceeds of  $40,000,000.
During 1994, the Partnership redeemed 767 limited partnership units, during 1995
the  Partnership  redeemed  25 limited  partnership  units and  during  1996 the
Partnership  redeemed  50 limited  partnership  units  leaving  399,158  limited
partnership units outstanding at December 31, 1996.

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

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

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

2.  Significant Accounting Policies

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

    Leases - The  Partnership  accounts  for  owned  equipment  leased  to third
parties as finance leases,  leveraged  leases or operating  leases.  For finance
leases,  the  Partnership  records,  at the  inception  of the lease,  the total
minimum lease payments receivable,  the estimated  unguaranteed residual values,
the initial direct costs related to the leases and the related  unearned income.
Unearned income  represents the difference  between the sum of the minimum lease
payments receivable plus the estimated  unguaranteed  residual minus the cost of
the leased  equipment.  Unearned income is recognized as finance income over the
terms of the related leases using the interest  method.  The  Partnership's  net
investment in leveraged  leases  consists of minimum lease payments  receivable,
the estimated unguaranteed residual

                                     Page 18

                                     <PAGE>



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

             Notes to Consolidated Financial Statements - Continued

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

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

    Disclosures  About  Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments.  The fair value of certain debt obligations are disclosed in Note 7
to the consolidated financial statements. Fair value information with respect to
the  Company's  assets and certain  non-recourse  notes  payable 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  approximates market value and (iii) fair value information
concerning certain  non-recourse debt obligations is not practicable to estimate
without  incurring  excessive costs to obtain all the information  that would be
necessary to derive a market interest rate on a lease by lease basis.

    Redemption of Limited  Partnership  Units - The General Partner consented to
the  Partnership  redeeming  25 limited  partnership  units  during  1995 and 50
limited  partnership  units during 1996.  The  redemption  amount was calculated
following the specific  redemption  formula in accordance  with the  Partnership
agreement.   Redeemed   units  have  no  voting  rights  and  do  not  share  in
distributions. The Partnership agreement limits the number of units which can be
redeemed  in any one year  and  redeemed  units  may not be  reissued.  Redeemed
limited partnership units are accounted for as a reduction of partners equity.

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

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



                                     Page 19

                                     <PAGE>



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

             Notes to Consolidated Financial Statements - Continued

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

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

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

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

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

3.  Net Investment in Leveraged Leases

    The Partnership  acquired  leveraged leases for $21,005,500 in October 1992.
The leases were with Ohio Power Company and the underlying  equipment  consisted
of towboats  and barges.  In April 1995,  the  Partnership  sold a towboat for a
sales price of  $1,750,000.  This sale resulted in a net gain of $348,724  after
paying expenses related to the sale, retiring non-recourse debt of $407,823, and
paying residual sharing fees of $110,420.  In July 1995, the Partnership sold an
additional towboat for a sales price of $2,142,000.  This sale resulted in a net
gain  of  $790,711  after  paying  expenses   related  to  the  sale,   retiring
non-recourse debt of $393,792,  and paying residual sharing fees of $124,118. On
April 23, 1996 the  Partnership  sold its remaining  beneficial  interest in the
trust which owned the towboats and barges for a sale price of $13,686,983.  This
sale resulted in a net gain of $1,891,802  after paying expenses  related to the
sale, retiring non-recourse debt of $3,841,797, and paying residual sharing fees
of $230,773.

    The net investment in the leveraged  leases as of December 31, 1996 and 1995
consisted of the following:
<TABLE>

                                                                      1996              1995
                                                                      ----              ----
<S>                                                             <C>               <C>
    Minimum rents receivable (net of principal and
      interest on non-recourse debt)                           $      -          $     623,050
    Estimated unguaranteed residual value                             -             12,756,788
    Initial direct costs                                              -                134,397
    Unearned income                                                   -             (1,936,322)
                                                               ------------      -------------
                                                               $      -          $  11,577,913
                                                               ============      =============
</TABLE>



                                     Page 20

                                     <PAGE>



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

             Notes to Consolidated Financial Statements - Continued

4.  Receivables Due in Installments

    Non-cancelable  minimum  annual amounts due on finance leases and financings
as of December 31, 1996 are as follows:

                              Finance
  Year                        Leases           Financings             Total

  1997                  $  8,713,123         $ 2,558,438        $ 11,271,561
  1998                     4,813,681           1,528,027           6,341,708
  1999                     2,023,327             750,807           2,774,134
  2000                       923,078             494,912           1,417,990
  2001                       311,151             169,963             481,114
Thereafter                        -           10,008,174          10,008,174
                        ------------         -----------        ------------
                        $ 16,784,360         $15,510,321        $ 32,294,681
                        ============         ===========        ============

5.  Investment in Operating Leases

    The  investment  in operating  leases at December  31,  1996,  1995 and 1994
consisted of the following:
<TABLE>

                                                1996              1995               1994
                                                ----              ----               ----

<S>                                         <C>               <C>               <C>
Equipment cost, beginning of year           $    14,095       $     41,564      $  6,711,966
Equipment sold                                  (14,095)           (27,469)       (6,670,402)
                                            -----------       ------------      ------------

Equipment cost, end of year                          -              14,095            41,564
                                            -----------       ------------      ------------

Accumulated depreciation, beginning of year     (12,305)           (38,526)       (4,417,742)
Depreciation                                         -                 -              (4,167)
Equipment sold                                   12,305             26,221         4,383,383
                                            -----------       ------------      ------------

Accumulated depreciation, end of year                -             (12,305)          (38,526)
                                            -----------       ------------      ------------

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

Investment in operating leases, end of year $       -         $      1,814      $      3,062
                                            ===========       ============      ============
</TABLE>



                                     Page 21

                                     <PAGE>



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

             Notes to Consolidated Financial Statements - Continued

6.  Allowance for Doubtful Accounts

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

                                           Finance                    Operating
                                           Leases       Financings      Leases         Total

<S>                                       <C>              <C>         <C>           <C>
Balance at December 31, 1993              $ 601,718     $  34,169     $  51,319      $687,206

    Charged to operations                   438,024        20,000        16,976       475,000
    Accounts written-off                   (353,234)      (18,435)       (2,026)     (373,695)
    Recovery on accounts previously
      written-off                            72,415        68,569             -       140,984
    Transfer within accounts                103,436       (38,607)      (64,829)            -
                                          ---------     ---------     ---------      --------

Balance at December 31, 1994                862,359        65,696         1,440       929,495

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

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

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

Balance at December 31, 1996              $ 651,546     $ 252,223     $      -       $903,769
                                          =========     =========     =========      ========
</TABLE>

7.  Notes Payable

    The  Partnership  entered into a secured  revolving  credit  agreement  (the
"Facility") in October 1992, which was amended in March 1996. The maximum amount
available  under the  Facility  was  $5,000,000.  The Facility was secured by an
assignment of eligible  receivables and the underlying equipment and allowed the
Partnership  to  borrow  based  on  eligible,   unencumbered  receivables.   The
Partnership calculated,  on a monthly basis, the maximum amount borrowable under
the Facility.  In the event that the current borrowable amount was less than the
prior month's balance outstanding,  the Partnership was required to pay down the
Facility for the  reduction  in the  borrowable  limit.  Interest was payable at
prime  (8.25%  at  December  31,  1996)  plus .5%.  The  Facility  required  the
Partnership,  among other  things,  to meet certain  objectives  with respect to
financial  ratios.  At December 31, 1996,  1995 and 1994, the Partnership was in
compliance with the covenants required by the Facility.  The Partnership had, as
of December 31, 1996, $3,386,421 available for borrowing under the Facility, all
of which was outstanding at year end.

    The Facility had a final  maturity  date of January 31, 1997,  on which date
the Partnership paid the outstanding balance and terminated the agreement.


                                     Page 22

                                     <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 securitized  specified  group of leases and financing
transactions.  The borrowing is recorded as a non-recourse  note payable,  bears
interest at a fixed rate of 8.02%, and is payable only from receivable  proceeds
from the portfolio that has secured it.

    Notes  payable  non-recourse  consists of the  following:  (1) notes payable
non-recourse  securitized,  which is being paid directly to the Partnership from
lease  transactions  and (2) notes  payable  non-recourse,  which is being  paid
directly  to the  lenders by the  lessees.  These  notes bear  interest at rates
ranging from 5.2% to 12% and mature as follows:

                   Notes Payable
                   Non-Recourse     Notes Payable
                     Securitized    Non-Recourse        Total

 1997              $    987,860     $  7,079,195    $  8,067,055
 1998                   702,863        2,931,330       3,634,193
 1999                   373,091          937,463       1,310,554
 2000                    64,724          663,439         728,163
 2001                        -           214,461         214,461
 Thereafter                  -           129,998         129,998
                   ------------     ------------    ------------

                   $  2,128,538     $ 11,955,886    $ 14,084,424
                   ============     ============    ============

    Included in the above are  $898,927  in notes  payable  non-recourse  due to
various third parties in  conjunction  with the purchase and assignment of lease
transactions as they relate to residual sharing  agreements.  The interest rates
on these notes range from 8% to 12% and are payable  only to the extent  certain
residuals are realized, which are estimated to occur in 1997.

    The fair value of the notes payable  non-recourse  securitized  approximates
their carrying value.


                                     Page 23

                                     <PAGE>



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

             Notes to Consolidated Financial Statements - Continued

8.  Related Party Transactions

    Fees and other  expenses paid or accrued by the  Partnership  to the General
Partner or its affiliates  for the years ended December 31, 1996,  1995 and 1994
are as follows:
                                                         Charged to
                                          Capitalized    Operations

Acquisition fees                          $   145,727    $      -
Management fees                                    -        778,568
Administrative expense reimbursements              -        337,867
                                          -----------   -----------
Year ended December 31, 1994              $   145,727   $ 1,116,435
                                          ===========   ===========

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

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

     Included in the Partnership's  acquisitions for the year ended December 31,
1996 is a financing transaction in the amount of $8,756,291. This represents the
financing of excess cash, or free cash, which results from lease rental payments
being greater than senior debt payments on a leveraged  lease.  The financing is
secured  by  the  underlying  equipment,  a  1986  McDonnell  Douglas  DC-10-30F
aircraft,  currently  on lease  to  Federal  Express  Corp.  Subsequent  to this
financing,  ICON Cash Flow Partners L.P. Seven ("L.P.  Seven"),  an affiliate of
the  Partnership,  acquired the residual,  or equity,  interest in the leveraged
lease, and assumed the related outstanding non-recourse senior and junior debt.

     On January 29, 1997, L.P. Seven re-financed the free cash and $2 million of
its position against the aircraft's  residual  position with a third party. As a
result of this re-financing, the Partnership received proceeds of $7,221,452 and
reduced its interest in the net investment to $1,201,090.

9.   Security Deposits and Deferred Credits

     Security  deposits  and  deferred  credits at  December  31,  1996 and 1995
include  $39,751 and $3,010,  respectively,  of proceeds  received on  residuals
which will be applied upon final remarketing of the related equipment.



                                     Page 24

                                     <PAGE>



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

             Notes to Consolidated Financial Statements - Continued

10.  Subsidiary

    On December 27, 1994, the Partnership formed a wholly owned subsidiary, ICON
D Corp.,  a  Massachusetts  corporation,  formed  for the  purpose  of  managing
equipment  under  lease  located  in the state of  Massachusetts.  Massachusetts
partnerships are taxed for personal property at a higher rate than corporations,
and therefore,  to mitigate such excess  property tax,  certain leases are being
managed by ICON D Corp, a corporation.  The Partnership's consolidated financial
statements include 100% of the accounts of ICON D Corp. As of December 31, 1996,
there was no federal tax liability for ICON D Corp.

11. Commitments and Contingencies

    On March  11,  1997,  the  Partnership  and two  affiliates,  ICON Cash Flow
Partners  L.P. Six and ICON Cash Flow Partners L.P.  Seven,  (collectively  "the
Members"),  contributed  and assigned  $8,671,773,  $6,712,631  and  $6,582,150,
respectively,  in equipment lease and finance  receivables and residuals to ICON
Receivables  1997-A LLC  ("1997-A"),  a special  purpose  entity  created by the
Members.  The Members received a 40.8%, 29.8% and 29.4% interest,  respectively,
in 1997-A based on the present value of their related contributions.  1997-A was
formed for the purpose of originating new leases,  managing existing contributed
assets  and,  eventually,  securitizing  its  portfolio.  In  order  to fund the
acquisition of new leases,  1997-A obtained a warehouse  borrowing facility from
Prudential Securities Credit Corporation (the "Facility").  Borrowings under the
Facility are based on the present value of the new leases,  provided that in the
aggregate, the amount outstanding cannot exceed $20,000,000. Outstanding amounts
under the  Facility  bear  interest  equal to Libor  plus 1.5%.  Collections  of
receivables from new leases are used to pay down the Facility,  however,  in the
event of a default,  all of 1997-A's  assets are available to cure such default.
The net proceeds from the expected  securitization  of these assets will be used
to pay-off the remaining  Facility  balance and the  remaining  proceeds will be
distributed to the Members in accordance with their  membership  interests.  The
Partnership  will account for its  investment in 1997-A under the equity method.
The  investment  in 1997-A will be increased or decreased by its share of profit
or losses and decreased by any distributions received by 1997-A.

    The Partnership has entered into remarketing and residual sharing agreements
with third parties.  In connection  therewith,  remarketing or residual proceeds
received in excess of specified  amounts will be shared with these third parties
based on specified  formulas.  For the years ended  December 31, 1996,  1995 and
1994, the Partnership  paid $266,469,  $141,391 and $544,214,  respectively,  to
third parties as their share under the agreements.


                                     Page 25

                                     <PAGE>



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

             Notes to Consolidated Financial Statements - Continued

12. Tax Information (Unaudited)

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

                                                 1996              1995             1994
                                                 ----              ----             ----

<S>                                         <C>             <C>              <C>
Net income per financial statements         $ 2,540,333     $   2,793,742    $   1,620,241

Differences due to:
  Direct finance leases                       3,115,234         7,820,221       10,700,947
  Depreciation and amortization                (129,832)       (5,819,098)      (7,891,702)
  Provision for losses                         (156,596)           (6,182)         (43,039)
  Loss on sale of equipment                  (2,336,699)       (3,190,163)      (1,867,535)
  Other                                          64,867            42,805           93,515
                                            -----------     -------------    -------------

Partnership income for
  federal income tax purposes               $ 3,097,307     $   1,641,325    $   2,612,427
                                            ===========     =============    =============
</TABLE>

  As of December  31,  1996,  the  partners'  capital  accounts  included in the
financial  statements  totaled  $16,374,660  compared to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $27,990,143  (unaudited).  The
difference  arises  primarily  from  commissions  reported as a reduction in the
partners'  capital for financial  reporting  purposes but not for federal income
tax  purposes,  and  temporary  differences  related to direct  finance  leases,
depreciation and provision for losses.



                                     Page 26

                                     <PAGE>



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

                                December 31, 1995

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

         None

PART III

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

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

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

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

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

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

     Thomas W. Martin          Executive Vice President and Director

     Paul B. Weiss             Executive Vice President

     Gary N. Silverhardt       Vice President and Chief Financial Officer

     Neil A. Roberts           Director

     Tim Spring                Director

     Beaufort J. B. Clarke,  age 50, is President,  Chief Executive  Officer and
Director  of  both  the  General   Partner  and  ICON   Securities   Corp.  (the
"Dealer-Manager"). Prior to his present position, Mr. Clarke was founder and the
President  and Chief  Executive  Officer of Griffin  Equity  Partners,  Inc. Mr.
Clarke formerly was an attorney with Shearman and Sterling and has over 20 years
of senior management experience in the United States leasing industry.


                                     Page 27

                                     <PAGE>



                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)
                                December 31, 1996

     Thomas W. Martin,  age 42, is Executive  Vice President of both the General
Partner and the  Dealer-Manager.  Prior to his present position,  Mr. Martin was
the Executive  Vice  President  and Chief  Financial  Officer of Griffin  Equity
Partners,  Inc. Mr. Martin has over 12 years of senior management  experience in
the leasing business, particularly in the area of syndication.

    Paul B. Weiss,  age 36, is Executive Vice President of the General  Partner.
Mr. Weiss has been  exclusively  engaged in lease portfolio  acquisitions  since
1988 from his  affiliations  with Griffin  Equity  Partners (as  Executive  Vice
President and  co-founder in 1993);  Gemini  Financial  Holdings (as Senior Vice
President-Portfolio  Acquisitions  and a member of the executive  committee from
1991-1993)  and  Pegasus  Capital   Corporation  (as  Vice   President-Portfolio
Acquisitions).

     Gary N. Silverhardt,  age 36, is Vice President and Chief Financial Officer
of the General Partner.  He joined the General Partner in 1989. Prior to joining
the  General  Partner,  Mr.  Silverhardt  was  previously  employed by Coopers &
Lybrand from 1985 to 1989, most recently as an Audit Supervisor.  Prior to 1985,
Mr.  Silverhardt  was employed by Katz,  Schneeberg & Co. from 1983 to 1985. Mr.
Silverhardt  received a B.S. degree from the State University of New York at New
Paltz in 1983 and is a Certified Public Accountant.

    Neil A.  Roberts,  age 47, has been the  Managing  Director of Summit  Asset
Management  Limited,  a  subsidiary  of The Summit  Group PLC,  since 1991.  Mr.
Roberts has over 25 years of  experience  in the  leasing and finance  business,
including  positions with Kleinwort Benson Group, the United Kingdom  subsidiary
of Hongkong and Shanghai Banking Corporation and Chemical Bank.

    Timothy R. Spring,  age 39,  Commercial  Director of Summit Asset Management
Limited,  a subsidiary of The Summit Group PLC,  since 1991. Mr. Spring has over
13 years of leasing  experience  in the United  Kingdom.  He was formerly  Lease
Commercial  Director at Kleinwort Benson Group, the United Kingdom subsidiary of
Hongkong and Shanghai Banking Corporation and Chemical Bank.

Item 11.  Executive Compensation

    The  Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December 31, 1996, 1995 and 1994.
<TABLE>

      Entity        Capacity          Type of Compensation       1996         1995        1994
      ------        --------          --------------------       ----         ----        ----

<S>                                                           <C>         <C>         <C>
ICON Capital Corp.  Manager           Acquisition fees        $  404,957  $  818,397  $   145,727
ICON Capital Corp.  General Partner   Management fees            685,103     594,623      778,568
ICON Capital Corp.  General Partner   Administrative expense
                                        reimbursements           301,945     257,401      337,867
                                                              ----------  ----------  -----------

                                                              $1,392,005  $1,670,421  $ 1,262,162
                                                              ==========  ==========  ===========
</TABLE>

                                     Page 28

                                     <PAGE>



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

                                December 31, 1996

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

(b) As of March 7, 1997,  Directors  and Officers of the General  Partner do not
    own any equity securities of the Partnership.

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

    Title                    Amount Beneficially                  Percent
   of Class                        Owned                          of Class

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

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

Item 13.  Certain Relationships and Related Transactions

    None other than those disclosed in Item 11 herein.

PART IV

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

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

    2.  Financial Statement Schedule - None.

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

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

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



                                     Page 29

                                     <PAGE>



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

                                December 31, 1996

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

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

(b) Reports on Form 8-K

    No  reports  on Form 8-K were filed by the  Partnership  during the  quarter
ended December 31, 1996.


                                     Page 30

                                     <PAGE>


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

                                December 31, 1996

                                   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, 1997               Beaufort J.B. Clarke
                                   ---------------------------------------------
                                   Beaufort J.B. Clarke
                                   President, Chief Executive Officer
                                     and Director

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

ICON Capital Corp.
sole General Partner of the Registrant

Date:  March 28, 1997              Beaufort J.B. Clarke
                                   ---------------------------------------------
                                   Beaufort J.B. Clarke
                                   President, Chief Executive Officer
                                     and Director


Date:  March 28, 1997              Thomas W. Martin
                                   ---------------------------------------------
                                   Thomas W. Martin
                                   Executive Vice President and Director


Date:  March 28, 1997              Gary N. Silverhardt
                                   ---------------------------------------------
                                   Gary N. Silverhardt
                                   Vice President and Chief Financial Officer


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

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


                                     Page 31

<PAGE>