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

                                    FORM 10-K

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

For the fiscal year ended                      December 31, 2004
                          ------------------------------------------------------
                                                      or

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

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)

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

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

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

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

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X] Yes [ ] No

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

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

<PAGE>




                                Table of Contents

Item

<TABLE>
<CAPTION>

PART I


<S>                                                                                   <C>
1.  Business                                                                           3

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         4

6.  Selected Financial Data                                                            5

7.  General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                            6-15

7A. Qualitative and Quantitative Disclosures About Market Risk                        16

8.  Financial Statements                                                           17-32

9.  Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure                                             33

9A. Controls and Procedures                                                           33

9B. Other Information                                                                 33

PART III

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

11. Executive Compensation                                                            35

12. Security Ownership of Certain Beneficial Owners and Management                    35

13. Certain Relationships and Related Transactions                                    36

14. Principal Accountant Fees and Services                                            36

PART IV

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

SIGNATURES                                                                            38

         Certifications                                                            39-42

</TABLE>

                                       2
<PAGE>
                                     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.  When used in this report, the
terms "we" "us" and "our" refers to the Partnership.

     Our maximum offering was $40,000,000 and we commenced  business  operations
on our initial  closing date,  August 23, 1991,  with the admission of 26,905.59
limited  partnership units at $100 per unit  representing  $2,690,559 in capital
contributions.  Between  August  24,  1991 and June 5, 1992 (the  final  closing
date),  373,094.41  additional units were admitted bringing the total admissions
to  400,000  units  totaling  $40,000,000  in capital  contributions.  From 1994
through 2004, we redeemed 882 limited  partnership  units leaving  399,118 units
outstanding at December 31, 2004.

     Our General Partner is ICON Capital Corp., a Connecticut  corporation.  The
General Partner manages and controls our business affairs  including  equipment,
leases and financing transactions under a management agreement with us.

     Segment Information

     We have only one  operating  segment:  the  business  of  owning  equipment
subject to leases with companies that we believe to be creditworthy.

     Narrative Description of Business

     We are an equipment leasing income fund. The principal investment objective
is to obtain the maximum economic return from our investments for the benefit of
our  partners.  To achieve this  objective we have:  (i) acquired a  diversified
portfolio  of  leases  and  financing  transactions;   (ii)  made  monthly  cash
distributions  to our limited  partners  commencing with each limited  partner's
admission,   (iii)  re-invested   substantially  all  undistributed   cash  from
operations  and cash from sales of equipment and financing  transactions  during
the reinvestment  period; and (iv) commenced the disposition period and begun to
sell our investments  and distribute the cash from sales of such  investments to
our partners.

     Our reinvestment  period ended June 5, 1997. During the disposition period,
we have and will continue to distribute  substantially  all  distributable  cash
from  operations  and  equipment  sales to the  partners  and begin the  orderly
termination of its  operations  and affairs.  We have not and will not invest in
any additional new finance or lease transactions during the disposition period.

     At  December  31,  2004 and 2003,  we had total  assets of  $1,499,628  and
$3,013,421,  respectively.  During the year ended  December 31, 2004,  our total
revenue was  $255,019.  Amounts  derived  primarily  from our leasing and rental
revenue totaled $265,911,  which was derived from two leases which accounted for
approximately  98% of our total  revenue.  We  incurred  a net loss for the year
ended  December 31, 2004 of $747,464.  For the year ended December 31, 2003, our
total revenue was $600,314,  which was derived primarily from three leases which
accounted  for 79% of our  revenue.  We  incurred  a net loss for the year ended
December 31, 2003 of $18,781.  For the year ended  December 31, 2002,  our total
revenue was  $1,594,108,  which was  derived  primarily  from four leases  which
accounted for 58% of our revenue. Our net income for the year ended December 31,
2002 of $662,388.

     We have no direct  employees.  The General  Partner has full and  exclusive
control over our in management and operations.

     Our Competition

     The equipment leasing industry is highly competitive.  When seeking leasing
transactions  for  acquisition  or sale,  we  compete  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 us and have greater financial resources than we
do.

     Lease and Financing Transactions

     We did not  purchase  nor finance any  additional  equipment  for the years
ended December 31, 2004, 2003 and 2002.

     Available Information

     Our Annual  Reports on Form 10-K and our most recent  Quarterly  Reports on
Form 10-Q and amendments to those reports,  if any, are available free of charge
on our  internet  website at  http://www.iconcapital.com  as soon as  reasonably
practicable after such reports are electronically filed with or furnished to the
Securities and Exchange Commission.  The information contained on our website is
not part of this Annual Report on Form 10K. This  information  is also available
on the Securities and Exchange Commission's website, at http://www.sec.gov.

                                        3
<PAGE>

Item 2. Properties

     We neither  own nor lease  office  space or any other real  property in our
business at the present time.

Item 3. Legal Proceedings

     In the ordinary  course of conducting  our  business,  there may be certain
claims,  suits,  and complaints  filed against us. In the opinion of management,
the  outcome of such  matters,  if any,  will not have a material  impact on our
consolidated  financial  position or results of  operations.  No material  legal
proceedings are currently pending against us or against any of our assets.

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 2004.

                                     PART II

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

     Our units are not publicly  traded nor is there  currently a market for our
units. It is unlikely that any such market will develop.

                                              Number of Equity Security Holders
               Title of Class                       as of March 18, 2005
         ---------------------------        ------------------------------------
         General Partner (as a member)                        1
         Additional Partners                              3,076

     We do not, in the normal course of business,  pay dividends.  For the years
ended December 31, 2004 and 2003 and 2002, we did not pay any  distributions  to
our partners.

     Our reinvestment  period ended June 5, 1997. During the disposition period,
we have and will continue to distribute  substantially  all  distributable  cash
from  operations  and  equipment  sales to the  partners  and begin the  orderly
termination of its  operations  and affairs.  We have not and will not invest in
any additional new finance or lease transactions during the disposition period.

     In order for National  Association of Securities  Dealers  ("NASD") members
and their  associated  persons to have  participated in the offering and sale of
interests  in limited  partnership  units (the  "Units")  pursuant to the fourth
offering or to participate in any future  offering of our Units, we are required
pursuant to NASD Rule  2710(c)(6) to disclose in each annual report  distributed
to our limited  partners a per unit estimated value of our Units,  the method by
which we  developed  the  estimated  value  and the  date  used to  develop  the
estimated value. In addition, our General Partner must prepare annual statements
our estimated Unit values to assist  fiduciaries of retirement  plans subject to
the annual  reporting  requirements of Employee  Retirement  Income Security Act
("ERISA") in the  preparation of their reports  relating to an investment in our
Units. For these purposes, the estimated value of our Units will be deemed to be
$0.02 per Unit as of December 31, 2004.

     This  estimate  was based on the  amount of  remaining  undiscounted  lease
payments on our existing  leases,  the booked  estimated  residual values of the
equipment held by us upon the  termination of those leases and our cash on hand.
From this amount we then subtracted our total debt  outstanding and then divided
that sum by the total  number of Units  outstanding.  This  valuation  was based
solely on the General  Partner's  perception of market  conditions and the types
and amounts of our assets. No independent valuation was sought.  However, as set
forth below, there is no significant public trading market for our Units at this
time,  and there can be no assurance  that limited  partners could receive $0.02
per Unit if such a market did exist and they sold their  Units or that they will
be able to receive  such  amount for their Units in the  future.  The  foregoing
valuation was performed solely for the ERISA and NASD purposes  described above.
There  is no  market  for our  Units,  and,  accordingly,  this  value  does not
represent an estimate of the amount a limited  partner  would receive if he were
to seek to sell his  Units.  Furthermore,  there can be no  assurance  as to the
amount we may actually  receive if and when we seek to  liquidate  our assets or
the amount of lease payments and equipment disposition proceeds we will actually
receive over our remaining term.

                                       4
<PAGE>

Item 6. Selected Consolidated Financial Data

     The  selected  financial  data  should  be read  in  conjunction  with  the
consolidated  financial  statements  and  related  notes  included  in  Item  8,
Financial Statements and Supplemental Data contained elsewhere in this report.

<TABLE>
<CAPTION>
                                                                 Years Ended December 31,
                                                             -----------------------------------
                                                2004            2003          2002       2001       2000
                                                ----            ----          ----       -----      ----

<S>                                           <C>           <C>          <C>          <C>        <C>
Total revenue                                 $  255,019    $  600,314   $1,594,108   $ 874,695  $ 2,200,367
                                              ==========    ===========  ==========   =========  ===========
Net (loss) income                             $ (747,464)   $  (18,781)  $  662,388   $ 284,772  $   820,615
                                              ===========   ===========  ==========   =========  ===========
Net (loss) income allocable
  to the limited partner                      $ (739,989)   $  (18,593)  $  655,764   $ 281,924  $   812,409
                                              ==========    ===========  ==========   =========  ===========
Net (loss) income allocable
  to the Genral Partner                       $   (7,475)   $     (188)  $    6,624   $   2,848  $     8,206
                                              ===========   ==========   ==========   =========  ===========

Weighted average limited partnership
    units outstanding                             399,118      399,118      399,118     399,118      399,118
                                              ===========   ==========   ==========   =========  ===========
Net (loss) income per weighted average
   limited partnership unit                   $     (1.85)  $    (0.05)  $     1.64   $    0.71  $      2.04
                                              ===========   ==========   ==========   =========  ===========

Distributions to limited partners             $       -     $      -     $      -     $ 588,656  $ 4,091,082
                                              ===========   ==========   ==========   =========  ===========
Distributions per weighted average
   limited partnership unit                   $       -     $      -     $      -     $    1.47  $     10.25
                                              ============  ==========   ==========   =========  ===========
Distributions to the General Partner          $       -     $      -     $      -     $   5,946  $    41,323
                                              ============  ==========   ==========   =========  ===========

</TABLE>
                                            December 31,
                       2004         2003       2002        2001        2000
                      -----         -----      -----       -----       -----

Total assets       $1,499,628   $3,013,421  $3,421,904  $3,847,550   $5,251,699
                   ===========  ==========  ==========  ==========   ==========
Notes payable      $1,209,575   $1,934,027  $2,086,075  $2,526,940   $3,111,495
                   ==========   ========== ===========  ==========   ==========
Partner's equity   $  273,533   $1,020,997  $1,039,778  $  377,390   $  687,210
                   ==========   ==========  ==========  ==========   ==========

In 2004,  we had an  increase in  provision  for bad debt of  approximately  for
$496,000 or approximately $1.24 per limited partnership unit. In 2002, we made a
one-time   adjustment  to  residual   sharing  value  resulting  in  a  gain  of
approximately  $500,000 or approximately  $1.25 per limited partnership unit. In
2002, we had an increase in provision for bad debt of approximately  $390,000 or
approximately $.10 per limited partnership unit. In 2001, we had a reversal of a
provision for bad debt in the amount of approximately  $250,000 or approximately
$.62  per  limited  partnership  unit.  In  2000,  we had a gain of a sale of an
aircraft  of  approximately   $700,000  or   approximately   $1.75  per  limited
partnership unit.

                                        5
<PAGE>

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

Forward-Looking  Information  - Certain  statements  within  this  document  may
constitute   forward-looking  statements  within  the  meaning  of  the  Private
Securities  Litigation  Reform Act of 1995.  These  statements are identified by
words  such  as  "anticipate,"   "believe,"   "estimate,"  "expects,"  "intend,"
"predict" or "project" and similar  expressions.  This  information  may involve
risks and  uncertainties  that could cause actual  results to differ  materially
from the forward-looking  statements. We believe that the expectations reflected
in such  forward-looking  statements are based on reasonable  assumptions.  Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ  materially  from those  projected.  Any such  forward-looking
statements  are  subject to risks and  uncertainties  and our future  results of
operations   could  differ   materially  from  historical   results  or  current
expectations.  Some of these risks are  discussed in this  report,  and include,
without limitation, fluctuations in oil and gas prices; level of fleet additions
by  competitors  and  industry  overcapacity;   changing  customer  demands  for
aircraft; acts of terrorism;  unsettled political conditions,  war, civil unrest
and governmental  actions,  and environmental and labor laws. Our actual results
could  differ  materially  from  those   anticipated  by  such   forward-looking
statements due to a number of factors,  some of which may be beyond our control,
including, without limitation:

     o    changes in our industry, interest rates or the general economy;

     o    the degree and nature of our competition;

     o    availability of qualified personnel;

     o    cash  flows from  operating  activities  may be less than our  current
          level of expenses and debt obligations;  o the financial  condition of
          lessees; and o lessee defaults.

a.   Overview

     We are an  equipment  leasing  business  formed on February  21, 1991 which
began active  operations on August 23, 1991. We primarily engage in the business
of  acquiring  equipment  subject to lease and,  to a lesser  degree,  acquiring
ownership rights to items of leased equipment at lease  expiration.  Some of our
equipment leases were acquired for cash and provided current cash flow, which we
refer to as "income"  leases.  The majority of the  purchase  price of our other
equipment  leases was borrowed,  so these leases  generated little or no current
cash flow  because  substantially  all of the rental  payments  received  from a
lessee were paid to a lender.  For these "growth" leases, we anticipate that the
future  value of the  leased  equipment  will  exceed  the cash  portion  of the
purchase  price paid for the  equipment.  We are  currently  in our  disposition
period,  wherein we are  seeking to sell our  assets in the  ordinary  course of
business.

         Capital Resources and Liquidity

     We  invested  most of the net  proceeds  from  our  offering  in  items  of
equipment  subject to a lease.  After the net offering  proceeds were  invested,
additional  investments  were  made  with the cash  generated  from our  initial
investments  to the extent that the cash was not needed for  expenses,  reserves
and distributions to investors.  The investment in additional  equipment in this
manner  is called  "reinvestment."  After the  "reinvestment  period,"  we began
selling our assets in the ordinary course of business during a time frame called
the "disposition  period." If we believe it would benefit  investors to reinvest
our cash flow in equipment during the disposition  period,  we may do so, but we
will not receive any additional fees in connection with such reinvestments.  Our
goal is to complete the  disposition  period in three years after the end of the
reinvestment period, but it may take longer to do so.

                                       6
<PAGE>

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

     Our current equipment portfolio, which we own directly,  consists primarily
of the following:

         Air Transportation Industry:

     o    We own a 100%  interest  in a de  Havilland  DHC-8-102  aircraft  (the
          "Aircraft")  subject to a lease with US Airways,  Inc., ("US Airways")
          which expired in October 2004. On September 12, 2004, US Airways filed
          for  bankruptcy  protection  under  Chapter  11 of the  United  States
          Bankruptcy Code and indicated, during October 2004, they would seek to
          reject the lease at  September  30, 2004 and not pay the final  rental
          payment due under the lease in October  2004.  US Airways has made all
          required  payments  under the  terms of the  operating  lease  through
          September 30, 2004. The operating lease with US Airways expired during
          October 2004.  The Aircraft is held as  collateral  against a recourse
          note payable.

     Management is currently reviewing our options with respect to the Aircraft.
These options include finding another party to lease the Aircraft or selling the
Aircraft to a third party.  Management  believes that the current net book value
of the Aircraft,  at December 31, 2004,  including the  anticipated  maintenance
upgrade  required  to  continue  its air  worthiness,  is less  than the  amount
anticipated  in a sale or re-lease.  The cash portion of the purchase  price was
$3,169,250 and there is currently  $1,209,575 of recourse debt remaining secured
by this asset.

         Restaurant and Brewing Equipment

     o    Restaurant  and  brewing  equipment  that is  subject  to a lease with
          Charlie and Jake's Bar-B-Q,  Inc. that expires during January 2006. At
          lease expiration, the lessee will own the equipment. The equipment was
          purchased for  $274,771,  and there is no related debt at December 31,
          2004.

     Substantially  all of our recurring  operating  revenues are generated from
the operations of the Charlie and Jake's Bar-B-Q lease.  On a monthly basis,  we
deduct the expenses  related to the recurring  operations of the portfolio  from
such  revenues  and assess the amount of the  remaining  cash flows that will be
required to fund known re-leasing costs, equipment management costs, and general
and administrative costs. Below is a review of our portfolio activity during the
twelve months ended December 31, 2004.

     Portfolio Activity

         US Airways Bankruptcy

     In September 2004, US Airways filed for bankruptcy  under Chapter 11 of the
United States Bankruptcy Code. Additionally, in a Second Motion to Authorize the
Debtors  to Reject  Certain  Leased  Aircraft  Equipment  Pursuant  to 11 U.S.C.
Section 365 (the  "Motion"),  US Airways  sought to reject our Aircraft lease at
September 30, 2004 and not pay the October 2004 rent.

     Following  the filing of the Motion,  US Airways  realized  that one of our
Aircraft's  engines was mistakenly  returned to Bombardier on a Bombardier  DH-8
aircraft.  Bombardier  accepted  our engine  from US  Airways  and the engine is
currently located in Ontario,  Canada.  Due to the costs and logistics  involved
with having the engine returned from  Bombardier,  US Airways agreed to exchange
one  of its  own  engines  for  our  engine  that  was  mistakenly  returned  to
Bombardier. We have agreed to this exchange.

                                       7
<PAGE>

     In early March 2005,  it appeared  that the  exchange  could be  finalized.
However,  on March 4, 2005, the  replacement  engine we received from Bombardier
failed a  maintenance  test  performed in compliance  with the Federal  Aviation
Administration's  Short Term Storage  Program.  US Airways has proposed  another
replacement  engine.  If  acceptable  to us, the  exchange  will resume and this
engine will be provided to us. Once  documented,  an Order will be  submitted to
the United States  Bankruptcy judge  requesting  approval of the exchange of the
engines. Upon approval, we will recover our aircraft.

     The operating lease with US Airways expired during October 2004. US Airways
has made all required  payments  under the terms of the operating  lease through
September 30, 2004.  We have been making all required  debt service  payments to
Transamerica  Aviation,  LLC during the time the  aircraft has been off lease to
reduce the balloon payment when it comes due on December 31, 2006.

     Status of Current Portfolio

     de Havilland DHC-8-102 Aircraft

     We have one aircraft a de Havilland DHC-8-102 aircraft. The operating lease
with US Airways  expired  during  October 2004. US Airways has made all required
payments under the terms of the operating  lease through  September 30, 2004. We
have been making debt service payments to Transamerica  Aviation, LLC during the
time the aircraft has been off lease to reduce the balloon payment when it comes
due.

     The de  Havilland  DHC-8-102  aircraft is powered by  twin-turbo  propeller
engines and, as such, is being replaced in the market by faster, more efficient,
regional jets. Accordingly,  we may have difficulty remarketing the Aircraft for
an amount sufficient to satisfy our outstanding loan  obligations.  We have been
in negotiations  with several  third-parties  to lease or sell the aircraft.  We
believe that the current net book value of the Aircraft,  which is approximately
$1,010,000 at December 31, 2004,  including the expected  maintenance upgrade is
less  than  the  amount  we  anticipate  realizing  in our  remarketing  effort.

     The Aircraft is subject to recourse  financing and the lease  payments were
remitted  directly to the lender to reduce the  outstanding  loan  balance.  The
outstanding loan balance at December 31, 2004 was $1,209,575. We anticipate that
selling  the  Aircraft  would  result in proceeds  sufficient  to cover the debt
balance at December 31, 2004.

     The  Aircraft  is subject  to a Federal  Aviation  Administration  required
40,000 hour airframe maintenance overhaul. It was anticipated that the potential
overhaul would not be required for a significant period of time.  However,  as a
result of a routine  records check it was determined  that the overhaul could be
required sooner than expected. The Aircraft cannot operate if the maintenance is
not performed when required. As a result, the economic life of the Aircraft will
be shortened or its residual value diminished.

                                       8
<PAGE>

     Restaurant and Brewing Equipment

     We own  restaurant  and brewing  equipment  that is subject to a lease with
Charlie and Jake's Bar-B-Q, Inc. with an expiration date of January 14, 2006. At
lease expiration, the lessee will own the equipment. The equipment was purchased
for $274,771, and there is no related debt secured by this asset at December 31,
2004.

     Economic and Industry Factors

     Our results continue to be impacted by a number of factors  influencing the
United States of America's  economy,  as well as, the equipment leasing industry
some of which are discussed below.

     United States Economy

     The economy of the United States of America  appears to be recovering,  and
the leasing  industry's  outlook for the foreseeable  future is encouraging.  We
foresee an  increase  in capital  spending by  corporations  through  2007 which
should increase the pool of available leases,  and to that end, we believe there
will be more  opportunities  in this market.  Nonetheless,  a key obstacle still
facing the leasing  industry is the  continued  low interest  rate  environment,
which reduces  leasing  volume  inasmuch as customers are more prone to purchase
than lease.  Other factors which may negatively  affect the leasing industry are
the  proposed  legal and  regulatory  changes  that may affect tax  benefits  of
leasing and the  continued  misperception  by potential  lessees,  stemming from
Enron,  WorldCom and others,  that  leasing  should not play a central role as a
financing alternative.  However, as economic growth continues and interest rates
inevitably  begin to rise over time,  we are  optimistic  that more lessees will
return to the marketplace.

     Air Transportation Industry

     The aircraft  leasing industry has been on the downside of a business cycle
and continues to remain there.  This has resulted in depressed  sales prices for
assets such as our aircraft interests. It does not appear that the industry will
recover  significantly  in the very near future with the recent increases in the
price of  gasoline  and the fare wars  within the air  transportation  industry,
although we are optimistic  that a recovery will occur within two to three years
time.  However,  a further  weakening of the  industry  could cause the proceeds
realized from the future sale of our aircraft to be even less than  suggested by
recent appraisals.

     Inability to Remarket Assets

     The de  Havilland  DHC-8-102  aircraft is powered by  twin-turbo  propeller
engines and, as such, is being replaced in the market by faster, more efficient,
regional jets. Accordingly,  we may have difficulty remarketing the Aircraft for
an amount sufficient to satisfy our outstanding loan obligations.

                                       9
<PAGE>

     Critical Accounting Policies

     An  appreciation  of our  critical  accounting  policies  is  necessary  to
understand our financial results. These policies may require the General Partner
to make difficult and subjective  judgments  regarding  uncertainties,  and as a
result,  such  estimates may  significantly  impact our financial  results.  The
precision of these  estimates and the  likelihood of future  changes depend on a
number of underlying variables and a range of possible outcomes.  We applied our
critical accounting policies and estimation methods  consistently in all periods
presented.  We consider the following  accounting policies to be critical to our
business:

o        Lease classification and revenue recognition
o        Asset impairments
o        Depreciation

     Lease Classification and Revenue Recognition

     The equipment we lease to third  parties is classified  either as a finance
lease, a leveraged lease, or an operating lease,  which is determined based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the related  lease for both a finance  lease and a leveraged  lease.
For an operating  lease, the initial direct costs are included as a component of
the cost of the equipment and depreciated.

     For finance leases, we record, at lease inception,  the total minimum lease
payments receivable from the lessee, the estimated  unguaranteed  residual value
of the equipment at lease  termination,  the initial direct costs related to the
lease 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 ratably over the term of the lease.

     For leveraged leases, we record, at lease inception,  our net investment in
the equipment  which  consists of the minimum  lease  payments  receivable,  the
estimated  unguaranteed residual value of the equipment at lease termination and
the initial  direct costs related to the lease,  net of the unearned  income and
principal  and interest on the related  non-recourse  debt.  Unearned  income is
recognized  as income over the life of the lease at a constant rate of return on
the positive net investment.

     For operating leases, income is recorded as rental income and is recognized
on the straight line method over the lease term.

     Our General  Partner has an  Investment  Committee  that  approves each new
equipment  acquisition.  As part of  their  process,  the  Investment  Committee
determines the residual value to be used once the acquisition has been approved.
The factors  considered in determining  the residual value include,  but are not
limited to, the  creditworthiness of the potential lessee, the type of equipment
being  considered,  how the equipment is integrated  into the potential  lessees
business,  the length of the lease and  industry in which the  potential  lessee
operates.  Residual  values are reviewed in accordance with our policy to review
all significant assets in our portfolio.

                                       10
<PAGE>

     Asset Impairments

     The significant assets in our asset portfolio are periodically reviewed, at
least  annually,  by  management,  to  determine  whether  events or  changes in
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable.  Management uses qualified third party  appraisers to assist in the
review  process.  An impairment  loss shall be  recognized  only if the carrying
amount of a long-lived  asset is not  recoverable and exceeds its fair value. In
such  circumstances,  we will estimate the future cash flows  (undiscounted  and
without interest  charges)  expected to result from the use of the asset and its
eventual disposition.  Future cash flows are the future cash inflows expected to
be  generated by an asset less the future  outflows  expected to be necessary to
obtain  those  inflows.  An  impairment  loss shall be measured as the amount by
which the carrying amount of a long-lived asset exceeds its fair value.

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than our  carrying  value or (ii) the lessee is  experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the  disposition  of the asset will be  sufficient to satisfy the remaining
obligation  to the lender and our residual  position in the asset.  Generally in
the latter  situation,  the residual  position  relates to equipment  subject to
third party notes payable where the lessee remits their rental payments directly
to the lender and we do not recover our residual position until the note payable
is repaid in full.

     Depreciation

     We record  depreciation  expense on  equipment  classified  as an operating
lease.  In order to calculate  depreciation,  we first determine the depreciable
equipment cost,  which is the cost less estimated  residual value. The estimated
residual  value  is  our  estimate  of  the  value  of the  equipment  at  lease
termination.  The estimated residual value is reviewed annually,  by management,
to  determine  whether an  impairment  charge may be required.  Management  uses
qualified third party  appraisers to assist in the review process.  Depreciation
expense is recorded ratably over the term of the related lease.

     New Accounting Pronouncements

     During   December  2004,  the  FASB  issued  SFAS  No.  153  "Exchanges  of
Nonmonetary  Assets--an  amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153
is based on the  principle  that  exchanges  of  nonmonetary  assets  should  be
measured  based on the fair  value of the  assets  exchanged.  The  guidance  in
Opinion  29,  however,  included  certain  exceptions  to that  principle.  This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges of nonmonetary assets that do not have commercial substance.  SFAS 153
is effective for  nonmonetary  exchanges  occurring in fiscal periods  beginning
after June 15, 2005. We do not expect the adoption of SFAS 153 to have an impact
on our financial position or results of operations.

     Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material effect on
the accompanying consolidated financial statements.

                                       11
<PAGE>

b. Results of Operations  for the Years Ended December 31, 2004 ("2004) and 2003
("2003")

Revenue for the years ended 2004 and 2003 are summarized as follows:


<TABLE>
<CAPTION>

                                                                  Years Ended December 31,
                                                                  ------------------------
                                                             2004           2003             Change
                                                             ----           ----             ------

<S>                                                    <C>               <C>            <C>
Total revenue                                          $       255,019   $    600,314   $     (345,295)
                                                       ===============   ============   ===============

Rental income                                          $       160,000   $    284,045   $     (124,045)
Finance income                                                 105,911        192,560          (86,649)
Income (loss) from investments in joint ventures               (30,359)       (15,796)         (14,563)
Net gain (loss) on sales of equipment                           (4,762)       116,939         (121,701)
Interest and other income                                       24,229         22,566            1,663

</TABLE>


     Revenues for 2004  decreased by $345,295,  or 58%, as compared to 2003. The
decrease  in rental  revenue is due  primarily  to the  restructuring  of the US
Airways  lease,  reducing  rental  income  by  $20,000  per  month  and then the
subsequent  loss in the US Airways lease due to US Airways filing  bankruptcy in
September  2004.  The decrease in finance income is due to the expiration of our
Federal Express  Corporation lease in June 2004. The decrease in net gain (loss)
on sales of  equipment  is due to the  difference  in the assets sold in 2004 as
compared to 2003 resulting in a higher gain in 2003.

Expenses for 2004 and 2003 are summarized as follows:



                                      Years Ended December 31,
                                      ------------------------
                                  2004            2003        Change
                                  ----            ----        -----

Total expenses                $   1,002,483   $  619,095    $   383,388
                              =============   ==========    ===========

Depreciation                        100,000      252,456       (152,456)
Interest                            208,911      213,428         (4,517)
General and administrative          197,197      153,211         43,986
Provision for bad debt              496,375          -          496,375


     Expenses  for 2004  increased  by  $383,388  or 62%,  as  compared to 2003.
Depreciation decreased due to the termination of the Champlain lease in 2003 and
to US Airways  rejecting the lease,  resulting in no depreciation  expense being
taken in the fourth quarter of 2004 as the aircraft was off-lease. This decrease
was off set by an increase in our  provision for bad debt which was a result our
writing off amounts due from affiliated entities.

     Net Income/Loss

     As a result  of the  foregoing  factors,  the net loss in 2004 and 2003 was
$747,464 and $18,781  respectively.  The net loss per weighted average number of
limited partner's units outstanding was $1.85, and $.05, respectively,  for 2004
and 2003.

                                       12
<PAGE>

c. Results of Operations for the Years Ended December 31, 2003 ("2003") and 2002
("2002")

Revenue for the years ended 2003 and 2002 are summarized as follows:


<TABLE>
<CAPTION>

                                                                    Years Ended December 31,
                                                                    ------------------------
                                                               2003              2002          Change
                                                               ----              ----          ------

<S>                                                      <C>               <C>            <C>
Total revenue                                            $       600,314   $  1,594,108   $   (993,794)
                                                         ===============   ============   ============

Rental income                                            $       284,045   $    822,848   $   (538,803)
Finance income                                                   192,560        184,301          8,259
Income (loss) from investments in joint ventures                 (15,796)        27,647        (43,443)
Net gain (loss) on sales of equipment                            116,939         (8,001)       124,940
Interest and other income                                         22,566        567,313       (544,747)

</TABLE>



     Revenues for 2003 decreased $993,794,  or 62%, as compared to 2002. Revenue
decreased  primarily due to rental income decreasing due to the restructuring of
the lease terms with US Airways.  Net gain (loss) on the sales of  equipment  is
due to the sale of  equipment  leased to Champlain  Cable  Corp.,  from which we
received  proceeds  of  $141,956  for a gain of  $116,591.  There was no similar
transaction in 2002.

Expenses for 2003 and 2002 are summarized as follows:


<TABLE>
<CAPTION>

                                                        Years Ended December 31,
                                                        -----------------------
                                               2003             2002           Change
                                               ----             -----          ------

<S>                                       <C>              <C>           <C>
Total expenses                            $     619,095    $   931,720   $    (312,625)

Depreciation                                    252,456        408,696        (156,240)
Interest                                        213,428        245,280         (31,852)
General and administrative                      153,211        143,386           9,825
Amortizatrion of Intitial Direct Costs             -               455            (455)
Provision for impairment                           -           133,903        (133,903)

</TABLE>

     Expenses for 2003 decreased $312,625 or 34% from 2002. Depreciation expense
decreased  due to the  restructuring  of the US Airway's  lease terms  effective
January 3, 2003. We made no provision for bad debt, as the current  allowance is
adequate  to cover  current  delinquencies  with the view of future  delinquency
being remote.

     Net Income/Loss

     As a result of the  foregoing  factors,  the net (loss)  income in 2003 and
2002 was  $(18,781)  and  $662,388,  respectively.  The net  (loss)  income  per
weighted average number of limited  partner's shares  outstanding was $(.05) and
$1.64, respectively, for 2003 and 2002.

                                       13
<PAGE>

     d.   Liquidity and Capital Resources

     Sources of Cash

     We believe  that with the cash we have  currently  available,  and from the
cash being generated from our leases and sales proceeds, we have sufficient cash
to  continue  our  limited  operations  into the  foreseeable  future.  Net cash
provided by operating activities was approximately $1,090,000 for the year ended
December  31,  2004.  Approximately  $1,200,000  is  non-recurring.  Our current
sources of cash are proceeds  being  collected  from one financing  lease at the
rate of $7,000 per month.

     Our cash flow from operating  activities may be less than our current level
of expenses.  To that extent our cash flow is insufficient to pay such expenses,
we may be  required to sell assets  prior to maturity or borrow  against  future
cash  flows.  Our primary  source of cash  outflow is for the  repayment  of our
recourse debt.

     For the year ended December 31, 2004 and 2003 we had cash flows provided by
(used in)  operating  activities of  approximately  $1,090,000  and  $(117,000),
respectively.  Refer to our statement of cash flows located in Item 8, Financial
Statements  and  Supplementary  Data for more  information  relating to our cash
flows.

     Financings and Recourse Borrowings

     During March 2004, we amended our note payable - recourse related to the US
Airways  Aircraft  and extended  the due date until  December  2006 with monthly
principal and interest payments of $45,244. This note payable - recourse accrues
interest  at 11.0% per year.  We utilized  approximately  $576,000 of the amount
received  from an  affiliate  to repay a portion of the note payable - recourse.
The recourse  debt allows us to make the  required  monthly  payments  without a
lessee. We are currently making the required monthly  payments.  At December 31,
2004, the balance on the note payable - recourse was $1,209,575.

     Distributions

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

     We do not, in the normal course of business,  pay dividends.  For the years
ended December 31, 2004 and 2003, we have not paid  distributions to our limited
partners or the General Partner.

     Commitments

     We have a  commitment  regarding  one note  payable -  recourse.  Principal
maturities of our note payable consist of the following at December 31, 2004:

               Year Ending
              December 31,
                  2005                           $       431,183
                  2006                                   778,392
                                                 ---------------
                                                 $     1,209,575

                                       14
<PAGE>

     Risks and Uncertainties

     At December  31, 2004,  except as noted above in the  Overview  section and
listed  below in the Risk  Factors  section,  and to the best of our  knowledge,
there were no known  trends or  demands,  commitments,  events or  uncertainties
which are likely to have a material effect on our liquidity.

     Set forth below and elsewhere in this report and in other documents we file
with the Securities and Exchange  Commission  are risks and  uncertainties  that
could  cause  our  actual  results  to  differ   materially   from  the  results
contemplated  by the  forward-looking  statements  contained  in this report and
other periodic statements we make, including, but not limited to, the following:

     o    The de Havilland DHC-8-102 aircraft is powered by twin-turbo propeller
          engines and, as such, is being replaced in the market by faster,  more
          efficient,   regional  jets.  Accordingly,   we  may  have  difficulty
          remarketing  the  Aircraft  for an amount  sufficient  to satisfy  our
          outstanding loan obligations.

     o    Our operations are subject to the  jurisdiction of a number of federal
          agencies,   including  the  Federal   Aviation   Administration.   New
          regulatory rulings may negatively impact our financial results and the
          economic value of our assets.


     e.  Inflation and Interest Rates

     The potential  effects of inflation on us are difficult to predict.  If the
general economy  experiences  significant rates of inflation,  however, it could
affect us in a number of ways. We do not  currently  have or expect to have rent
escalation  clauses tied to inflation in our leases.  The  anticipated  residual
values  to be  realized  upon the  sale or  re-lease  of  equipment  upon  lease
terminations (and thus the overall cash flow from our leases) may be expected to
increase with inflation as the cost of similar new and used equipment increases.

                                       15
<PAGE>

Item 7A. Qualitative and Quantitative Disclosures About Market Risk

     We, like most other companies,  are exposed to certain market risks,  which
includes changes in interest rates and the demand for equipment (and the related
residuals)  owned  by us.  We  believe  to the  best of our  knowledge  that our
exposure to other market risks,  including  foreign currency exchange rate risk,
commodity risk and equity price risk, are  insignificant,  at this time, to both
our financial position and our results of operations.

     In general, we manage our exposure to interest rate risk by obtaining fixed
rate  debt.  The fixed  rate debt is  structured  so as to match the cash  flows
required  to service  the debt to the  payment  streams  under  fixed rate lease
receivables.  The  payments  under the leases  are  assigned  to the  lenders in
satisfaction  of the debt. We may finance  leases with a floating  interest rate
and we are therefore exposed to interest rate risk until fixed rate financing is
arranged.

                                       16
<PAGE>


Item 8.   Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm                      18

Consolidated Balance Sheets at December 31, 2004 and 2003                    19

Consolidated Statements of Operations for the Years Ended
   December 31, 2004, 2003 and 2002                                          20

Consolidated Statement of Changes in Partners' Equity for the Years Ended
   December 31, 2002, 2003 and 2004                                          21

Consolidated Statements of Cash Flows for the Years Ended
   December 31, 2004, 2003 and 2002                                       22-23

Notes to Consolidated Financial Statements                                24-32

                                       17
<PAGE>


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


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying  consolidated  balance sheets of ICON Cash Flow
Partners, L.P., Series D (a Delaware limited partnership) and subsidiaries as of
December  31,  2004  and  2003,  and  the  related  consolidated  statements  of
operations,  changes in partners'  equity,  and cash flows for each of the three
years in the period  ended  December  31,  2004.  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 the standards of the Public  Company
Accounting Oversight Board (United States). 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 and subsidiaries as of December 31, 2004 and 2003, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2004 in conformity with  accounting  principles
generally accepted in the United States of America.


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


/s/ Hays & Company LLP

March 18, 2005
New York, New York


                                       18
<PAGE>

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

                                     ASSETS


<TABLE>
<CAPTION>


                                                                   2004             2003
                                                                   ----             ----

<S>                                                           <C>               <C>
Cash and cash equivalents                                     $    404,288      $     44,342
                                                              ------------      ------------

Investments in finance leases:
  Minimum rents receivable                                         106,762         1,957,988
  Unearned income                                                   (4,677)         (111,491)
  Allowance for doubtful accounts                                  (25,000)          (26,032)
                                                              -------------     ------------
 Net investments in finance leases                                  77,085         1,820,465
                                                              ------------      ------------

Investments in operating leases:
  Equipment, at cost                                                 -             3,384,869
  Accumulated depreciation                                           -            (2,274,667)
                                                              -------------     ------------

       Net investments in operating leases                           -             1,110,202
                                                              ------------      ------------

Equipment held for sale                                          1,010,202            -
Investments in joint ventures                                        8,053            38,412
                                                              ------------      ------------

       Total assets                                           $  1,499,628      $  3,013,421
                                                              ============      ============

                        LIABILITIES AND PARTNERS' EQUITY


Notes payable - recourse                                      $  1,209,575      $  1,934,027
Due to affiliates                                                    -                49,486
Security deposits, and other payables                               16,520             8,911
                                                              ------------      ------------

       Total liabilities                                         1,226,095         1,992,424
                                                              ------------      ------------

Commitments and contigencies

  Partners' equity:
  General partner                                                 (341,861)         (334,386)
  Limited partners: 399,118 and 399,118 units
       outstanding, $100 per unit original issue price             615,394         1,355,383
                                                              ------------      ------------

       Total partners' equity                                      273,533         1,020,997
                                                              ------------      ------------

  Total liabilities and partners' equity                      $  1,499,628      $  3,013,421
                                                              ============      ============

</TABLE>



See accompanying notes to consolidated financial statements

                                       19
<PAGE>

                    ICON Cash Flow Partners, L. P., Series D
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Operations
                            Years Ended December 31,



<TABLE>
<CAPTION>


                                                             2004              2003            2002
                                                             -----             ----            -----
 Revenue:

<S>                                                    <C>                 <C>               <C>
   Rental income                                       $         160,000   $       284,045   $    822,848
   Finance income                                                105,911           192,560        184,301
   (Loss) income from investments in joint ventures              (30,359)          (15,796)        27,647
   Net (loss) gain on sales of equipment                          (4,762)          116,939         (8,001)
   Interest and other income                                      24,229            22,566        567,313
                                                       -----------------   ---------------   ------------

      Total revenue                                              255,019           600,314      1,594,108
                                                       -----------------   ---------------   ------------

 Expenses:
   Depreciation                                                  100,000           252,456        408,696
   Interest                                                      208,911           213,428        245,280
   General and administrative                                    197,197           153,211        143,386
   Amortization of initial direct costs                            -                  -               455
   Provision for bad debt                                        496,375              -           133,903
                                                       ------------------  ---------------   -------------

      Total expenses                                           1,002,483           619,095        931,720
                                                       ------------------  ---------------   ------------

 Net (loss) income                                     $        (747,464)  $       (18,781)  $    662,388
                                                       ==================  ===============   ============

 Net (loss) income allocable to:
   Limited Partners                                    $        (739,989)  $       (18,593)  $    655,764
   General Partners                                               (7,475)             (188)         6,624
                                                       ------------------  ---------------   ------------

                                                       $        (747,464)  $       (18,781)  $    662,388
                                                       ==================  ===============   ============

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

 Net (loss) income per weighted average limited
       partnership unit                                $           (1.85)  $         (0.05)  $       1.64
                                                       =================   ===============   =============

</TABLE>


See accompanying notes to consolidated financial statements

                                       20
<PAGE>

                    ICON Cash Flow Partners, L. P., Series D
                        (A Delaware Limited Partnership)
              Consolidated Statement of Changes in Partners' Equity
                  Years Ended December 31, 2002, 2003 and 2004


<TABLE>
<CAPTION>


                                                                                Total
                                     Limited               General            Partners'
                                    Partners              Partners             Equity
                                    --------              --------             ------

<S>                             <C>                 <C>                 <C>
 Balance, January 1, 2002       $         718,212   $       (340,822)    $        377,390

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

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

  Net loss                                (18,593)              (188)             (18,781)
                                ------------------  -----------------    -----------------

 Balance, December 31, 2003             1,355,383           (334,386)           1,020,997

  Net loss                               (739,989)            (7,475)            (747,464)
                                ------------------  -----------------    -----------------

 Balance, December 31, 2004     $         615,394   $       (341,861)    $        273,533
                                =================   =================    ================

</TABLE>





See accompanying notes to consolidated financial statements

                                       21
<PAGE>

                    ICON Cash Flow Partners, L. P., Series D
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,


<TABLE>
<CAPTION>


 Increase (decrease) in cash and cash equivalents                           2004               2003            2002
                                                                            -----              -----           ----

 Cash flows from operating activities
<S>                                                                <C>                  <C>               <C>
      Net (loss) income                                            $         (747,464)  $       (18,781)  $    662,388
      Adjustments to reconcile net (loss) income
        to net cash provided by (used in) operating activities:
        Depreciation                                                          100,000           252,456        408,696
        Rental income paid directly to lenders by lessees                    (160,000)         (268,664)      (388,591)
        Finance income portion of receivable paid directly
         to lenders by lessees                                                    -                  -        (156,684)
        Interest expense on recourse financing paid directly
        to lenders by lessees                                                 113,251           213,428        127,330
        Net (gain) loss on sales of equipment                                   4,762          (116,939)         8,001
        Provision for doubtful accounts                                       496,375                -         133,903
       Amortization of initial direct costs                                       -                  -             455
       Amortization of loan fees                                               54,228                -             -
       Loss (income) from investments in joint ventures                        30,359            15,796        (27,647)
        Changes in operating assets and liabilities:
          Collection of principal - non-financed receivables                1,244,344           (85,653)       370,078
          Other assets                                                            -             128,767       (270,682)
          Security deposits, deferred credits and other payables                7,609          (149,987)      (647,619)
          Due from/to General Partner and affiliates, net                     (49,486)          (87,667)           -
                                                                   ------------------   ----------------  ------------

Net cash provided by (used in) operating activities                         1,093,978          (117,244)       219,628
                                                                   ------------------   ---------------   ------------

Cash flows from investing activities:
      Proceeds from sales of equipment                                            -             142,303          1,494
                                                                   ------------------   ---------------   ------------

 Net cash provided by investing activities                                        -             142,303          1,494
                                                                   ------------------    ---------------   ------------

Cash flows from financing activities:
      Principal payments on notes payable - recourse                         (679,804)               -             -
      Principal payments on notes payable - non-recourse                          -             (96,812)      (179,154)
      Other payments - loan fee                                               (54,228)               -             -
                                                                   ------------------   ---------------   ------------

Net cash used in financing activities                                        (734,032)          (96,812)      (179,154)

Net increase (decrease) in cash and cash equivalents                          359,946           (71,753)        41,968
 Cash and cash equivalents, beginning of the year                              44,342           116,095         74,127
                                                                   ------------------   ---------------  -------------

 Cash and cash equivalents, end of the year                        $          404,288   $        44,342   $    116,095
                                                                   ==================   ===============   ============
</TABLE>


See accompanying notes to consolidated financial statements

                                       22
<PAGE>


                    ICON Cash Flow Partners, L. P., Series D
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,



<TABLE>
<CAPTION>


                                                                                2004           2003             2002
                                                                                -----          -----            ----
 Supplemental disclosure of cash flow information:

<S>                                                                    <C>                <C>             <C>
     Cash paid during the period for interest                           $         84,572   $     127,330   $      301,551
                                                                        ================   =============   ==============

 Supplemental disclosure of non-cash investing and financing activities:
      Principal and interest on notes payable - recourse paid
          directly to lenders by lessees                                $        160,000   $     268,664   $      388,591
                                                                        ================   ==============  ==============

      Rental income from operating leases paid directly to
          lenders by lessees                                            $        160,000   $     268,664   $      388,591
                                                                        ================   ==============  ==============


</TABLE>


See accompanying notes to consolidated financial statements

                                       23
<PAGE>
                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(1)      Organization

     ICON Cash Flow Partners,  L.P., Series D (the  "Partnership") was formed on
February 21, 1991 as a Delaware limited partnership.  The Partnership is engaged
in one business segment, the business of acquiring equipment subject to leases.

     The  principal  objective  of the  Partnership  is to  obtain  the  maximum
economic return from its investments for the benefit of its partners. To achieve
this objective, the Partnership:  (i) acquired a diversified portfolio of leases
and financing transactions; (ii) made monthly cash distributions to its partners
commencing with each partner's admission to the Partnership,  continuing through
the  reinvestment  period,  which  ended  on June  5,  1997;  (iii)  re-invested
substantially  all  undistributed  cash from  operations  and cash from sales of
equipment and financing transactions during the reinvestment period; and (iv) is
selling the Partnership's investments and is distributing the cash from sales of
such investments to its partners during the disposition period.

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

     Our maximum offering was $40,000,000 and we commenced  business  operations
on our initial  closing date,  August 23, 1991,  with the admission of 26,905.59
limited  partnership units at $100 per unit  representing  $2,690,559 in capital
contributions. The Partnership was capitalized with an initial capitalization of
$100. by ICON Capital Corp.  (the "General  Partner").  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
commenced  business  operations on its initial closing date, August 23, 1991 and
by its final closing on June 5, 1992, 400,000 limited  partnership units at $100
per unit had been admitted into the Partnership with aggregate gross proceeds of
$40,000,000.  From 1994  through  2004,  the  Partnership  redeemed  882 limited
partnership  units leaving  399,118  limited  partnership  units  outstanding at
December 31, 2004.

     The General  Partner is a  Connecticut  corporation.  The  General  Partner
manages and controls the business affairs of the Partnership's  equipment leases
and financing  transactions  under the terms of a management  agreement with the
Partnership.  Additionally,  the General Partner has a 1% ownership  interest in
the Partnership.

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

                                       24
<PAGE>
                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)    Summary of Significant Accounting Policies

     Consolidation and Minority Interest

     The  consolidated   financial   statements  include  the  accounts  of  the
Partnership  and its majority owned  subsidiary.  All  significant  intercompany
accounts and transactions have been eliminated in consolidation. The Partnership
accounts for its  interests in minority  owned joint  ventures  under the equity
method of accounting.  In such cases, the Partnership's  original  investment is
recorded  at  cost  and  adjusted   for  its  share  of  earnings,   losses  and
distributions.  In joint ventures where the Partnership's  ownership interest is
minority   owned,   minority   interest   represents  the  minority   venturer's
proportionate share of their equity in the joint venture.  The minority interest
is adjusted  for the  minority  venturer's  share of the earnings or loss of the
joint venture.

     Cash and Cash Equivalents

     Cash  and  cash  equivalents  include  cash  in  banks  and  highly  liquid
investments with original maturity dates of three months or less.

     Concentration of Credit Risk

     Concentrations  of credit risk with respect to minimum rents receivable are
limited to lessees dispersed across the different industries segments within the
United States of America; accordingly the Partnership is exposed to business and
economic  risk.   Although  the  Partnership   does  not  currently   foresee  a
concentrated  credit  risk  associated  with  these  minimum  rents  receivable,
repayment is dependent  upon the  financial  stability of these  segments of the
economy.

     Allowance for Doubtful Accounts

     The Partnership  estimates  collectibility  of minimum rents  receivable by
analyzing historical bad debts, lessee  concentrations and credit worthiness and
current  economic  trends when  evaluating  the  adequacy of the  allowance  for
doubtful  accounts.  The Partnership  records an allowance for doubtful accounts
when the analysis indicates that the probability of full collection is unlikely.

     Investments in Operating Leases

     Operating  leases  are  stated  at  cost  less  accumulated   depreciation.
Depreciation is being provided for using the straight-line  method over the term
of the related  equipment  lease to its estimated  residual  value at lease end.
Upon  final  disposition  of the  equipment,  the cost and  related  accumulated
depreciation  will be removed from the accounts and the resulting profit or loss
will be reflected in the  consolidated  statement of  operations.  Revenues from
operating  leases are  recognized on a straight line basis over the lives of the
related leases.

                                       25
<PAGE>
                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)    Summary of Significant Accounting Policies - continued

     Equipment Held for Sale

     Equipment  held for sale is  recorded  at the  lower of cost or fair  value
expected to be realized upon sale and consists of equipment previously leased to
end users which has been returned to the Partnership following lease expiration.

     Asset Impairments

     The  Partnership's  asset  portfolio  is  periodically  reviewed,  at least
annually, to determine whether events or changes in circumstances  indicate that
the carrying value of an asset may not be recoverable.  An impairment loss shall
be  recognized  only  if  the  carrying  amount  of a  long-lived  asset  is not
recoverable and exceeds its fair value. In such  circumstances,  the Partnership
will estimate the future cash flows  (undiscounted and without interest charges)
expected  to  result  from the use of the asset  and its  eventual  disposition.
Future cash flows are the future cash  inflows  expected to be  generated  by an
asset less the future outflows expected to be necessary to obtain those inflows.
An impairment  loss shall be measured as the amount by which the carrying amount
of a long-lived asset exceeds its fair value.

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than our  carrying  value or (ii) the lessee is  experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the  disposition  of the asset will be  sufficient to satisfy the remaining
obligation  to the lender and our residual  position in the asset.  Generally in
the latter  situation,  the residual  position  relates to equipment  subject to
third party notes payable where the lessee remits their rental payments directly
to the lender and we do not recover our residual position until the note payable
is repaid in full.

     Redemption of Limited Partnership Units

     The Partnership may, at its discretion,  redeem units from a limited number
of its  limited  partners,  in any  one  year,  as  defined  in the  partnership
agreement.  The  redemption  amounts  are  calculated  following  the  specified
redemption formula in accordance with the partnership agreement.  Redeemed units
have no  voting  rights  and do not  share in  distributions.  Redeemed  limited
partnership units are accounted for as a deduction from partners' equity.

     Per Unit Data

     Net income  (loss) and  distributions  per unit are based upon the weighted
average number of units outstanding during the period.

                                       26
<PAGE>

                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)    Summary of Significant Accounting Policies - continued

     Revenue Recognition

     The partnership  leases  equipment to third parties which may be classified
as either a finance lease or an operating lease,  which is determined based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the related lease for a finance lease.  For an operating  lease, the
initial  direct costs are  included as a component of the cost of the  equipment
and depreciated.

     For finance leases, the Partnership records, at lease inception,  the total
minimum lease payments  receivable from the lessee,  the estimated  unguaranteed
residual value of the equipment at lease  termination,  the initial direct costs
related to the lease 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 ratably over the term of the lease.

     For  operating  leases,  rental  income is  recognized on the straight line
method over the lease term.  Billed and uncollected  operating lease receivables
are included in other  assets.  Deferred  income is the  difference  between the
timing of the cash payments and the income recognized on a straight line basis.

     Fair Value of Financial Instruments

     Statement of Financial Accounting Standards ("SFAS") No. 107,  "Disclosures
About Fair Values of Financial Instruments," requires disclosures about the fair
value of financial instruments, except for lease related assets and liabilities.
Separate disclosure of fair value information at December 31, 2004 and 2003 with
respect to the Partnership's  assets and liabilities is not separately  provided
since  (i)  SFAS No.  107  does not  require  fair  value  disclosures  of lease
arrangements and (ii) the carrying value of financial  assets,  other than lease
related  investments,  and the recorded  value of payables  approximates  market
value.  The estimated fair value of the  Partnership's  recourse note payable at
December 31, 2004 is approximately $1,067,000.

     Use of Estimates

     The  preparation of the financial  statements in conformity with accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial  statements and revenues and
expenses during the reporting period.  Significant  estimates  primarily include
the  allowance  for  doubtful  accounts and  unguaranteed  residual  values.  In
addition,  management is required to disclose  contingent  assets and contingent
liabilities. Actual results could differ from those estimates.

     Recent Accounting Pronouncements

     In  December  2004,  SFAS  Statement  No.  153  "Exchanges  of  Nonmonetary
Assets--an amendment of APB Opinion No. 29" was issued. SFAS 153 is based on the
principle that exchanges of nonmonetary assets should  be  measured based on the



                                       27
<PAGE>

                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)    Summary of Significant Accounting Policies - continued

fair  value of the assets  exchanged.  The  guidance  in  Opinion  29,  however,
included  certain  exceptions to that  principle.  SFAS 153 amends Opinion 29 to
eliminate the exception for nonmonetary  exchanges of similar  productive assets
and replaces it with a general  exception  for exchanges of  nonmonetary  assets
that do not have  commercial  substance.  SFAS 153 is effective for  nonmonetary
exchanges  occurring  in fiscal  periods  beginning  after  June 15,  2005.  The
Partnership has not entered into any nonmonetary  transactions:  therefore, SFAS
153 did not have an impact on our financial  position,  results of operations or
cash flows.

     Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material effect on
the accompanying consolidated financial statements.

     Reclassifications

     Certain  reclassifications have been made to the accompanying  consolidated
financial statements for the prior years in order to conform to the current year
presentation.

(3)   Joint Venture

     The Partnership  and its  affiliates,  entities also managed by the General
Partner, formed one joint venture, discussed below, for the purpose of acquiring
and  managing  various  assets.   The  Partnership  and  these  affiliates  have
substantially  identical investment objectives and participate on the same terms
and  conditions.  The  Partnership and the other joint venturers have a right of
first  refusal to purchase the  equipment,  on a pro-rata  basis,  if any of the
other joint  venturers  desire to sell their interests in the equipment or joint
venture.

     ICON Receivables 1997-A LLC

     The Partnership and three affiliates,  ICON Cash Flow Partners L.P., Series
E ("Series E"), ICON Cash Flow  Partners  L.P. Six ("L.P.  Six"),  and ICON Cash
Flow Partners  L.P.  Seven ("L.P.  Seven")  contributed  and assigned  equipment
leases,  finance  receivables  and  residuals  to ICON  Receivables  1997-A  LLC
("1997-A")  for the  purpose of  securitizing  their cash flow  collections.  At
December  31,  2004,  the  Partnership,  Series E, L.P.  Six and L.P.  Seven own
17.81%, 31.19%, 31.03% and 19.97% interests, respectively, in 1997-A.

     At December 31, 2004,  1997-A's operations have been liquidated as the note
holders have been fully repaid for their  investment in 1997-A and the remaining
receivables  relating  to the  securitizations  totaling  $345,152,  due from an
affiliate of the General Partner relating to lease receivables, were written-off
as  uncollectible.  The  remaining  cash is being  reserved to pay for potential
property tax; sales tax and other liabilities, if any.

     Information  as to the  financial  position  and results of  operations  of
1997-A as of and for the years ended  December  31, 2004 and 2003 is  summarized
below:

                                       28
<PAGE>

                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(3)   Joint Venture - continued

                                             December 31,
                                        2004              2003
                                    -------------    -------------
Assets                              $     107,229    $     810,802
                                    =============    =============
Liabilities                         $      62,005    $     595,106
                                    =============    =============
Equity                              $      45,224    $     215,696
                                    =============    =============
Partnership's share of equity       $       8,054    $      38,412
                                    =============    =============

                                       Years Ended December 31,
                                        2004              2003
                                    -------------    -------------
Net loss                            $   (170,468)    $     (88,676)
                                    ============     =============
Partnership's share of net loss     $     (30,359)   $     (15,796)
                                    =============    =============

(4)    Minimum Rents Receivable

     Substantially  all of our  recurring  cash  flow at  December  31,  2004 is
generated from one finance lease which expires during January 2006.

     The allowance for doubtful  accounts  relating to minimum rents  receivable
consists of the following:

<TABLE>
<CAPTION>


                                          2004             2003              2002
                                     -------------     -------------    -------------
<S>                                  <C>               <C>              <C>
 Balance, beginning of year          $     (26,032)    $     (25,000)   $     (92,097)
 Provision for doubtful accounts          (496,375)           (1,032)             -
 Write-offs                                 497,407               -            67,097
                                     -------------     -------------    -------------

 Balance, end of year                $     (25,000)    $     (26,032)   $     (25,000)
                                     =============     =============    =============

</TABLE>


(5)    Investments in Operating Leases

     Investments in operating leases consist of the following at December 31:


<TABLE>
<CAPTION>

                                                          2004             2003              2002
                                                     -------------     -------------    -------------
  <S>                                                <C>                <C>             <C>
  Equipment at cost, beginning of year               $    3,384,869     $   3,459,597   $   3,384,869
  Equipment acquisitions                                        -                 -               -
  Transfer from financing to operating lease                    -                 -            74,728
  Transfer of equipment to held for sale                (3,384,869)               -               -
  Equipment dispositions                                        -             (74,728)            -
                                                     --------------     --------------  -------------

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

  Accumulated depreciation, beginning of year            (2,274,667)       (2,059,577)     (1,650,881)
  Accumulated depreciation on equipment
    dispositions                                                -              37,366            -
  Accumulated depreciation transferred
    to held for sale                                      2,374,667               -              -
  Depreciation expense                                     (100,000)         (252,456)       (408,696)
                                                     --------------     -------------   -------------
  Accumulated depreciation, end of year                         -          (2,274,667)     (2,059,577)
                                                     --------------     -------------   -------------

  Net investment in operating leases, end of year    $          -       $   1,110,202   $   1,400,020
                                                     ==============     =============   =============
</TABLE>

                                       29
<PAGE>

                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003


(5)    Investments in Operating Leases - continued

         The allowance for doubtful accounts relating to investments in
operating leases consists of the following:


<TABLE>
<CAPTION>

                                                      2004             2003              2002
                                                 -------------     -------------    -------------
<S>                                              <C>               <C>              <C>
Balance, beginning of year                       $        -        $   (201,000)    $        -
Provision for doubtful accounts                           -                 -            (201,000)
Reversal of provision for doubtful accounts               -              201,000             -
                                                 -------------     -------------    -------------

Balance, end of year                             $        -        $        -       $   (201,000)
                                                 =============     =============    =============

</TABLE>

(6)  Equipment Held for Sale

     The Partnership's sole remaining asset is a de Havilland DHC-8-102 aircraft
(the "Aircraft")  which was on lease to US Airways,  Inc. ("US Airways") through
October 2004. On September 12, 2004, US Airways filed for bankruptcy  protection
under  Chapter 11 of the United States  Bankruptcy  Code and  indicated,  during
October 2004,  they would seek to reject the lease at September 30, 2004 and not
pay the final  rental  payment  due. US Airways has made all  required  payments
under the terms of the operating lease through  September 30, 2004. The Aircraft
is held as collateral against a recourse note payable with Transamerica Aviation
LLC.

     Management is currently reviewing our options with respect to the Aircraft.
These  options  include  finding  another  party  to  lease  the  Aircraft  on a
short-term basis or selling the Aircraft to a third party.  Management  believes
that the current net book value of the Aircraft, at December 31, 2004, including
the anticipated maintenance upgrade required to continue its air worthiness,  is
less than the amount anticipated in a sale or re-lease.

(7)    Note Payable - Recourse

     During  March 2004,  the  Partnership  amended its  recourse  note  payable
related to the  Aircraft  and  extended  the due date until  December  2006 with
monthly  principal and interest  payments of $45,244 and a final balloon payment
in the amount of  $297,313.  This note  payable  accrues  interest  at 11.0% per
annum.  The  Partnership  utilized  $576,442  of the  amount  received  from the
collection  of its  finance  lease  receivable  to repay a  portion  of the note
payable.  The Partnership is currently  making the required monthly debt service
payments required under the note. At December 31, 2004, the outstanding  balance
of the note payable was $1,209,575.

     Principal  maturities of the Partnership's notes payable - recourse consist
of following at December 31, 2004:

               Year Ending
              December 31,
                  2005                         $       431,183
                  2006                                 778,392
                                               ---------------
                                               $     1,209,575
                                               ===============

                                       30
<PAGE>
                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(8)   Related Party Transactions

     In accordance with the terms of the management  agreement,  the Partnership
is required to pay the General Partner  management fees based on a percentage of
rentals received either directly by the Partnership or through its joint venture
(ranging  from 1% to 7%). In addition,  the General  Partner is  reimbursed  for
expenses incurred by it in connection with the Partnership's operations.

     No management fees or administrative  expense  reimbursements  were made to
the General  Partner during the years ended December 31, 2004, 2003 and 2002 due
to the General Partners  voluntary  decision to waive its right to such fees and
expense reimbursements effective July 1, 2000.

     During 2004 the Partnership  paid $49,486 due to several  affiliates.  This
amount was non-interest bearing and no interest has been accrued.

     The  Partnership  was  due  $2,000,000  from  L.P.  Seven  relating  to the
financing of the free cash  portion,  including  the  proceeds  from the sale or
disposal of the equipment,  relating to a leveraged  lease  transaction  entered
into by L.P.  Seven.  L.P. Seven  exercised its right to prepay a portion of the
financing with the Partnership,  and prepaid $250,000 during 2002 and $1,253,625
during  2004.  The lease  expired  in July  2004.  As a result  the  Partnership
recorded a provision  for bad debt for $496,375 for the year ended  December 31,
2004.

(9) Income Taxes (Unaudited)

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

     At  December  31,  2004,  the  partners'  equity  accounts  included in the
consolidated  financial  statements  totaled $273,533  compared to the partners'
equity  accounts for Federal income tax purposes of 5,815,263  (unaudited).  The
differences  arise  primarily  from  commissions  reported as a reduction in the
partners' equity accounts for financial  reporting  purposes but not for Federal
income tax  purposes,  and  temporary  differences  relating  to direct  finance
leases, depreciation and provisions for losses.

     The following  table  reconciles net (loss) income for financial  statement
reporting purposes to the loss for Federal income tax purposes as follows:

<TABLE>
<CAPTION>

                                                                  Years Ended December 31,
                                                      ------------------------------------------------
                                                           2004             2003              2002
                                                      -------------     -------------    -------------
<S>                                                   <C>               <C>              <C>
Net (loss) income per financial statements            $  (747,464)      $     (18,781)   $     662,388
     Differences due to:
         Direct finance leases financings                      -                 -                -
         Provision for doubtful accounts                       -             (201,000)         133,903
         Depreciation and impairments                     (150,619)             3,101           87,156
         (Recovery of) provision for losses                    -                 -                -
             Gain (loss) on sale of equipment                  -               25,017           (3,104)
             Other                                          (88,232)         (312,167)        (467,762)
                                                      --------------    --------------   -------------
Net (loss) income for Federal income tax purposes     $  (986,315)$     $     (503,830)  $     412,581
                                                      ==============    ==============   ==============

</TABLE>


                                       31
<PAGE>

                     ICON Cash Flow Partners, L.P., Series D
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(10)    Concentration Risks

     For the year ended December 31, 2004, the  Partnership  had two leases that
accounted  for 100% of total  rental  and  finance  income.  For the year  ended
December 31, 2003,  the  Partnership  had three leases that accounted for 65% of
total rental and finance  income.  For the year ended  December  31,  2002,  the
Partnership  had one lease that  accounted  for 37% of total  rental and finance
income.  No other  individual  leases  accounted  for an  excess of 10% of total
revenue in any of the years reported.

     The  Partnership's  cash and cash  equivalents are held  principally at one
financial  institution and at times may exceed insured  limits.  The Partnership
has placed  these funds in a high quality  institution  in order to minimize the
risk.

(11) Selected Quarterly Financial Data (Unaudited)
<TABLE>
<CAPTION>

                                                                     Quarters Ended in 2004
                                                                     ----------------------
                                                          March 31,        June 30,    September 30,  December 31,
                                                          ---------        --------    -------------  ------------

<S>                                                   <C>               <C>              <C>          <C>
 Revenue                                              $       102,600   $      119,797   $   28,574   $    4,048
                                                     ================   ==============   ==========   ==========
 Net income (loss) allocable to limited partners      $        17,012   $     (553,194)  $ (103,514)  $ (100,293)
                                                      ===============   ==============   ==========   ==========
 Net income (loss) per weighted average
    limited partnership unit                          $          0.04   $        (1.39)  $    (0.26)  $    (0.24)
                                                      ===============   ==============   ===========  ==========

</TABLE>

<TABLE>
<CAPTION>
                                                                     Quarters Ended in 2003
                                                                     -----------------------
                                                          March 31,       June 30,     September 30,  December 31,
                                                          ---------       --------     -------------  -----------

<S>                                                   <C>               <C>              <C>          <C>
 Revenue                                              $       131,886   $      137,381   $  224,988   $  106,059
                                                      ===============   ==============   ==========   ==========
 Net income (loss) allocable to limited partners      $       (37,925)  $       (7,934)  $   56,561   $  (29,295)
                                                      ================  ==============   ==========   ==========
 Net income (loss) per weighted average
    limited partnership unit                          $         (0.10)  $        (0.02)  $     0.14   $    (0.07)
                                                      ================  ===============  ==========   ==========
</TABLE>

                                       32
<PAGE>


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

     During the year ended December 31, 2004, we had no  disagreements  with our
accountants on any matters of accounting or financial reporting.

Item 9a. Controls and Procedures

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of  management  of  ICON  Capital  Corp.,  our  General  Partner,
including the Principal  Executive Officer and the Principal  Financial Officer,
of the effectiveness of the design and operation of our disclosure  controls and
procedures  as of the end of the period  covered by this report  pursuant to the
Securities  Exchange  Act of 1934.  Based  upon the  evaluation,  the  Principal
Executive  Officer  and the  Principal  Financial  Officer  concluded  that  our
disclosure controls and procedures were effective.

     There were no  significant  changes in our internal  control over financial
reporting during our fourth fiscal quarter that have materially affected, or are
likely to materially affect, our internal control over financial reporting.

Item 9b. Other Information

         Not applicable.

                                       33
<PAGE>
                                    PART III

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

     Our General  Partner,  ICON Capital Corp., a Connecticut  corporation,  was
formed in 1985. The General Partner's principal offices are located at 100 Fifth
Avenue,  10th Floor, New York, New York 10011, and the telephone number is (212)
418-4700.  The officers of the General  Partner have extensive  experience  with
transactions  involving the acquisition,  leasing,  financing and disposition of
equipment,  including acquiring and disposing of equipment subject to leases and
full financing transactions.

     The General  Partner is engaged in a broad range of  equipment  leasing and
financing  activities.  Through its sales  representatives  and through  various
broker relationships  throughout the United States, the General Partner offers a
broad range of equipment leasing services.

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

   Our officers and directors are:

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

Paul B. Weiss              President and Director

Thomas W. Martin           Executive Vice President, Chief Financial Officer and
                             Director

Michael A. Reisner         Senior Vice President and General Counsel

Sean E. Hoel               Senior Vice President

     Beaufort J. B. Clarke,  58, has been our Chairman,  Chief Executive Officer
and Director  since  August of 1996.  He was our  President  from August of 1996
until December 31, 1998. Prior to his present positions, Mr. Clarke was founder,
President  and Chief  Executive  Officer of Griffin  Equity  Partners,  Inc.  (a
purchaser  of equipment  leasing  portfolios)  from October 1993 through  August
1996. Prior to that, Mr. Clarke was President of Gemini Financial Holdings, Inc.
(an  equipment   leasing  company)  from  June  1990  through   September  1993.
Previously,  Mr. Clarke was a Vice President of AT&T Systems Leasing. Mr. Clarke
formerly was an attorney with Shearman and Sterling.  Mr. Clarke received a B.A.
degree  from  the  George  Washington  University  and a J.D.  degree  from  the
University  of South  Carolina.  Mr.  Clarke has been in the  equipment  leasing
business, as a business person and lawyer, since 1979.

     Paul B. Weiss,  44, has been our  President  and Director  since January 1,
1999. Mr. Weiss was our Director and Executive Vice  President  responsible  for
lease  acquisitions  from  November of 1996 until  December 31, 1998.  Mr. Weiss
served as Executive Vice  President and  co-founder of Griffin Equity  Partners,
Inc. from October of 1993 through November of 1996. Prior to that, Mr. Weiss was
Senior Vice President of Gemini Financial  Holdings,  Inc. from 1991 to 1993 and
Vice President of Pegasus  Capital  Corporation (an equipment  leasing  company)
from 1988 through 1991. Mr. Weiss received a B.A. in Economics from  Connecticut
College. Mr. Weiss has been in the equipment leasing business since 1988.

     Thomas  W.  Martin,  51,  has  been our  Executive  Vice  President,  Chief
Financial  Officer and Director (and  Director,  President  and Chief  Financial
Officer of the  dealer-manager as well) since August of 1996. Mr. Martin was the
Executive Vice President,  Chief  Financial  Officer and a co-founder of Griffin
Equity  Partners,  Inc.  from October 1993 to August  1996.  Prior to that,  Mr.
Martin was Senior Vice President of Gemini Financial  Holdings,  Inc. from April
1992 to October  1993 and he held the position of Vice  President at  Chancellor
Corporation (an equipment  leasing  company) for 7 years.  Mr. Martin received a
B.S.  degree from the  University of New  Hampshire.  Mr. Martin has been in the
equipment leasing business since 1983.

                                       34
<PAGE>

     Michael  A.  Reisner,  Esq.,  34, has been our Senior  Vice  President  and
General  Counsel  since  January 2004.  Mr.  Reisner was our Vice  President and
Associate General Counsel from March 2001 until December 2003. Previously,  from
1996 to 2001, Mr. Reisner was an attorney with Brodsky Altman & McMahon,  LLP in
New York, concentrating on commercial transactions.  Mr. Reisner received a J.D.
from New York Law School and a B.A. from the University of Vermont.

     Sean E. Hoel, 35, has been our Senior Vice  President  since June 1999. Mr.
Hoel is responsible for the acquisition of equipment  subject to lease. Mr. Hoel
has a Masters Degree in Finance from Seattle University,  preceded by Law School
at the  University of Oslo, a B.A. in Finance at the  University of Wyoming,  as
well as three years of military service as a naval officer.

     Code of Ethics

     The General  Partner,  on our behalf,  has adopted a code of ethics for its
Chief Executive Officer,  Chief Financial Officer and Chief Accounting  Officer.
The Code of Ethics is available  free of charge by requesting it in writing from
our General Partner.  The General  Partner's  address is 100 Fifth Avenue,  10th
Floor, New York, New York 10011.

Item 11. Executive Compensation

     We have no  directors  or  officers.  In  accordance  with the terms of the
Management Agreement, we are required to pay the General Partner management fees
based on a percentage of rentals  received  either directly by us or through its
joint  venture  (ranging  from 1% to 7%). In  addition,  the General  Partner is
reimbursed for expenses incurred by it in connection with our operations.

     No management fees or administrative  expense  reimbursements  were made to
the General  Partner during the years ended December 31, 2004, 2003 and 2002 due
to the General Partners  voluntary  decision to waive its right to such fees and
expense reimbursements effective July 1, 2000.

     The   General   Partner   also  has  a  1%  interest  in  our  profits  and
distributions.  We paid no  distributions  to the General  Partner for the years
ended  December 31, 2004,  2003 and 2002.  Additionally,  the General  Partner's
interest in our net (loss) income was $(7,475), $(188) and $6,624, respectively,
for the years ended December 31, 2004, 2003 and 2002.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     (a)  We are a limited  partnership  and therefore do not have voting shares
          of  stock.  No  person  of  record  owns,  or is  known  by us to  own
          beneficially, more than 5% of any class of our securities.

     (b)  As of March 18, 2005, directors and officers of the General Partner do
          not own any of our equity securities.

     (c)  The General Partner owns our equity securities,  as follows; a General
          Partner Interest which represents initially a 1% and potentially a 10%
          interest in our income, gain and losses. The General Partner owns 100%
          of the General Partner Interest.

                                       35
<PAGE>

Item 13. Certain Relationships and Related Transactions

     See Item 11 for a discussion of our related party transactions. See Notes 3
and 7 to our financial statements for a discussion of our related party activity
and investments in joint ventures.

Item 14. Principal Accountant Fees and Services

     During the year ended  December  31,  2004 and 2003 our  auditors  provided
audit  services  relating  to our annual  report on Form 10-K and our  quarterly
reports on Form 10-Q. Additionally,  our auditors provided other services in the
form of tax compliance work. Their fees are shown in the table below:

                                          2004              2003
                                      -------------    -------------
     Audit fees                       $      16,000    $      13,500
     Audit related fees                           -                -
     Tax fees (for compliance)               11,600              600
                                      -------------    -------------

                                      $      27,600    $      14,100
                                      =============    =============

                                       36
<PAGE>

                                     PART IV

Item 15. Financial Statement Schedules and Exhibits

(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  consolidated  Financial
Statements or Notes thereto.

3. Exhibits - :

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

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

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

(iv) On December 31, 2004,  Jeremiah  Silkowski,  resigned  from his position of
     Senior Vice President of ICON Capital Corp., the Company's general partner,
     so that he may pursue  other  opportunities  (incorporated  by reference to
     Current Report on Form 8-K, dated January 6, 2005).

     (b) 10.1 Sixth  Amendment to the Loan and Security  Agreement dated May 30,
2002 as amended.

          31.1 Rule 13a-14(a)/15d-14(a) certifications

          31.2 Rule 13a-14(a)/15d-14(a) certifications

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

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

     (c) Unconsolidated Joint Venture Financial Statements, See Part II, Item 8,
Note 3.

                                       37
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
     Act of 1934,  the  Partnership  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
         by its General Partner, ICON Capital Corp.

         Date: April 15, 2005     /s/ Beaufort J.B. Clarke
                                  ---------------------------------------
                                  Beaufort J.B. Clarke
                                  Chairman, Chief Executive Officer and Director

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

 ICON Capital Corp.
 sole General Partner of the Registrant

 Date: April 15, 2005           /s/ Beaufort J.B. Clarke
                               -----------------------------------------------
                               Beaufort J.B. Clarke
                               Chairman, Chief Executive Officer and Director

 Date: April 15, 2005          /s/ Paul B. Weiss
                               -----------------------------------------------
                               Paul B. Weiss
                               President and Director

 Date: April 15, 2005           /s/ Thomas W. Martin
                               -----------------------------------------------
                               Thomas W. Martin
                               Executive Vice President and Director
                              (Principal Financial and Accounting Officer)

     Supplemental  Information  to be furnished  with reports filed  pursuant to
Section  15(d) of the Act by  Registrant  which  has 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 members and a copy will be  forwarded  to the
Commission.

                                       38
<PAGE>

Exhibit 31.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley  Act of 2002 (18 U.S.C.  1350) I, Beaufort J.B.  Clarke,  certify
that:

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

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

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

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

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

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  and presented in this annual  report our  conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this annual  report based on such
          evaluation; and

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

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the board of directors of the General Partner
     (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect the  Partnership's  ability to record,  process,  summarize and
          report financial information; and

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

         Dated:  April 15, 2005

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

                                       39
<PAGE>
Exhibit 31.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
     Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

I,   Thomas W. Martin, certify that:

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

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

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

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

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

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  and presented in this annual  report our  conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this annual  report based on such
          evaluation; and

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

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the board of directors of the General Partner
     (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect the  Partnership's  ability to record,  process,  summarize and
          report financial information and

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

         Dated: April 15, 2005

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

                                       40
<PAGE>

Exhibit 32.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

I, Beaufort J.B.  Clarke,  Chairman and Chief Executive  Officer of ICON Capital
Corp,  the General  Partner of the  Partnership  in  connection  with the Annual
Report of ICON Cash Flow Partners,  L.P.,  Series D (the  "Partnership") on Form
10-K for the year ended  December 31,  2004,  as filed with the  Securities  and
Exchange  Commission on the date hereof (the "Annual Report") certify,  pursuant
to  Section  906 of the  Sarbanes-Oxley  Act of  2002,  that  to the  best of my
knowledge and belief:

(1) the Annual Report fully complies with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2) the  information  contained in the Annual  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Partnership.

 Dated: April 15, 2005

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

                                       41
<PAGE>

Exhibit 32.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

I,  Thomas  W.  Martin,   Executive  Vice  President  (Principal  Financial  and
Accounting Officer) of ICON Capital Corp, the General Partner of the Partnership
in connection with the Annual Report of ICON Cash Flow Partners,  L.P., Series D
(the  "Partnership") on Form 10-K for the year ended December 31, 2004, as filed
with the  Securities  and  Exchange  Commission  on the date hereof (the "Annual
Report")  certify,  pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that to the best of my knowledge and belief:

(1) the Annual Report fully complies with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

(2) the  information  contained in the Annual  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Partnership.

 Dated: April 15, 2005

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

                                       42