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

                                    FORM 10-K

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

For the fiscal year ended                   December 31, 2001
                          ------------------------------------------------------
                                                        or

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

For the transition period from ______________________ to _______________________

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

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

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

             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

Title of each class                    Name of each exchange on which registered

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                                           [X] Yes       [  ] No


<PAGE>


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

                                December 31, 2001

                                TABLE OF CONTENTS

Item                                                                        Page

PART I

1.   Business                                                                3-4

2.   Properties                                                                4

3.   Legal Proceedings                                                         4

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

PART II

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

6.   Selected Consolidated Financial and Operating Data                        6

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                    7-11

8.   Consolidated Financial Statements and Supplementary Data              12-30

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                      31

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                       31-32

11.  Executive Compensation                                                   32

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                           33

13.  Certain Relationships and Related Transactions                           33

PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       33-34

SIGNATURES                                                                    44


<PAGE>


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

                                December 31, 2001

PART I

Item 1.  Business

General Development of Business

     ICON Cash Flow Partners,  L.P., Series D (the  "Partnership") was formed in
February  1991 as a Delaware  limited  partnership.  The  Partnership  commenced
business  operations on its initial  closing date,  September 13, 1991, with the
admission of 26,905.59 limited partnership units. Between September 14, 1991 and
June 5, 1992 (the final closing date), 373,094.41 additional units were admitted
bringing the total  admissions to 400,000 units totaling  $40,000,000 in capital
contributions.  From 1994 through  2001,  the  Partnership  redeemed 882 limited
partnership  units leaving  399,118 units  outstanding at December 31, 2001. The
general partner is ICON Capital Corp. (the "General Partner").

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

Segment Information

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

Narrative Description of Business

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
investment objective of the Partnership is to obtain the maximum economic return
from its  investments for the benefit of its limited  partners.  To achieve this
objective the  Partnership  has: (1) acquired a diversified  portfolio of leases
and financing  transactions;  (2) made monthly cash distributions to its limited
partners  commencing with each limited  partner's  admission to the Partnership,
(3) re-invested  substantially all  undistributed  cash from operations and cash
from sales of  equipment  and  financing  transactions  during the  reinvestment
period;  and (4)  commenced  the  disposition  period  and  begun  to  sell  the
Partnership's investments and distribute the cash from sales of such investments
to its limited partners.

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


<PAGE>


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

                                December 31, 2001

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

Lease and Financing Transactions

     During the years ended December 31, 2001 and 2000, the  Partnership did not
finance or purchase any new equipment.

     The Partnership  has one lessee which  represents more than 10% of revenue,
the lease of a DeHavilland  DHC-8-102  aircraft to U.S.  Airways.  Lease rentals
were  $588,000  for  2001.  The  carrying  value  of  the  aircraft  represented
approximately 45.1% of the Partnership's assets at December 31, 2001.

Item 2.  Properties

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

Item 3.  Legal Proceedings

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

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 2001.

     The Partnership has one lease which represents more than 10% of revenue.


<PAGE>


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

                                December 31, 2001

PART II

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

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

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

                                           2001                   2000
                                           ----                   ----

Limited partners                          3,105                  3,105
General Partner                               1                      1


<PAGE>


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

                                December 31, 2001

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

                                                  Years Ended December 31,
                          ---------------------------------------------------------------------
                            2001           2000           1999          1998           1997
                            ----           ----           ----          ----           ----

<S>                      <C>          <C>            <C>            <C>            <C>
Total revenues           $  874,695   $  2,200,367   $  2,658,007   $  2,796,813   $  3,537,411
                         ==========   ============   ============   ============   ============

Net income               $  284,772   $    820,615   $    823,675   $    688,361   $    676,730
                         ==========   ============   ============   ============   ============

Net income
  Allocable to limited
  Partners               $  281,924   $    812,409   $    815,438   $    681,477   $    669,963
                         ==========   ============   ============   ============   ============

Net income
  Allocable to the
  General Partner        $    2,848   $      8,206   $      8,237   $      6,884   $      6,767
                         ==========   ============   ============   ============   ============

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

Net income per
  weighted average
  limited partnership
  unit                   $     0.71   $       2.04   $       2.04   $       1.71   $       1.68
                         ==========   ============   ============   ============   ============

Distributions to
  limited partners       $  588,646   $  4,091,082   $  2,461,219   $  4,074,331   $  7,882,867
                         ==========   ============   ============   ============   ============

Distributions to the
  General Partner        $    5,946   $     41,323   $     24,840   $     41,155   $     79,648
                         ==========   ============   ============   ============   ============
</TABLE>


<TABLE>

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

                               2001       2000          1999            1998          1997
                               ----       ----          ----            ----          ----

<S>                        <C>          <C>          <C>            <C>            <C>
Total assets               $3,847,550   $5,251,699   $11,621,332    $16,619,860    $22,999,478
                           ==========   ==========   ===========    ===========    ===========

Partners' equity           $  377,390   $  687,210   $ 3,999,000    $ 5,661,384    $ 9,088,509
                           ==========   ==========   ===========    ===========    ===========

</TABLE>



<PAGE>


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

                                December 31, 2001

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


     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases, investment in operating lease equipment, investment in financings and an
investment  in a  joint  venture  representing  4%,  47%,  48%  and 1% of  total
investments  at December 31, 2001,  respectively,  and 13%,  42%, 34% and 11% of
total investments at December 31, 2000, respectively.

Significant Accounting Policies and Management Estimates

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

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

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



<PAGE>


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

                                                 December 31, 2001

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

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

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

Results of Operations

Years Ended December 31, 2001 and 2000

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

     Revenues for the year ended December 31, 2001 were $874,695  representing a
decrease of $1,325,672  from 2000. The decrease in revenues  resulted  primarily
from a decrease in finance  income of $331,092,  a decrease in rental  income of
$36,010,  an  increase in the loss from equity  investment  in joint  venture of
$374,003  and a decrease  in gain on sales of  equipment  of  $601,928.  Finance
income  decreased  in  2001  as  compared  to  2000  due  to a  decrease  in the
outstanding  investment  balance on which such earnings are  determined.  Rental
income decreased  primarily as a result of the sale in the third quarter of 2000
of one of the DHC-8 aircraft. The decrease in rental income was partially offset
by a one time  settlement  payment of $200,000  received in the first quarter of
2001 for a rental claim related to the DHC-8  aircraft sold in the third quarter
of 2000 and the recognition of approximately $244,000 of other lease settlements
in the fourth  quarter of 2001.  Excluding the impact of these lease  settlement
payments,  rental income would have decreased by approximately  $480,000 in 2001
as compared to 2000.  As of December  31,  2001,  the  Partnership  had only one
aircraft operating lease generating rental income.

     The  loss  from  investment  in joint  venture  resulted  primarily  from a
provision  for bad debts of $1,825,000  being  recorded in 2001 by an underlying
joint venture,  ICON Receivables  1997-A LLC, versus a provision for bad debt of
$850,000  being  recorded in 2000.  The  decrease in gain on sales of  equipment
resulted from the sale of the DHC-8 aircraft in the third quarter of 2000, which
resulted in a gain of $708,500 in 2000.


<PAGE>


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

                                December 31, 2001

     Expenses for the year ended December 31, 2001 were $589,923  representing a
decrease of $789,829 from 2000. The decrease in expenses resulted primarily from
a  reversal  of a prior year  provision  for bad debts of  $256,928  that was no
longer deemed necessary, decreases in management fees of $47,532, administrative
expense reimbursements of $12,292, depreciation of $158,525, interest expense of
$223,472 and general and  administrative of $84,429.  The decrease in management
fees and administrative expense reimbursements resulted from the General Partner
voluntarily  waiving  its right to receive  management  fees and  administrative
expense  reimbursements  commencing  July 1, 2000.  The voluntary  waiver by the
General Partner was based on the fact that the Partnership's level of operations
through its  continued  sale of  equipment  in the  disposition  period had been
reduced  to a level  where  such  fees were not  significant.  The  decrease  in
depreciation  resulted  from the sale of a DHC-8  aircraft  subject to operating
lease in the third quarter of 2000.  Interest expense decreased as a result of a
decrease  in  average  debt   outstanding   from  2000  to  2001.   General  and
administrative  expenses decreased mainly as a result of lower professional fees
in 2001 as compared to 2000.

     Net income for the year ended  December  31, 2001 and 2000 was $284,772 and
$820,615,  respectively. The net income per weighted average limited partnership
unit was $0.71 and $2.04 for 2001 and 2000, respectively.

Years Ended December 31, 2000 and 1999

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

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

     Expenses for the year ended December 31, 2000 were $1,379,752  representing
a decrease of $454,580 from 1999.  The decrease in expenses  resulted  primarily
from  decreases  in  management   fees  of  $145,485,   administrative   expense
reimbursements  of $101,256,  depreciation of $139,876,  and interest expense of
$75,855.  These  decreases were  partially  offset by an increase in general and
administrative  expenses  of  $25,132.  The  decrease  in  management  fees  and
administrative  expense  reimbursements  resulted  from  the  General  Partner's
voluntary  waiver of its right to  receive  management  fees and  administrative
expense  reimbursements  commencing  July 1,  2000.  The  waiver by the  General
Partner was based on the fact that the Partnership's level of operations through
its continued sale of equipment in the disposition  period had been reduced to a
level  where  such fees  were not  significant.  The  decrease  in  depreciation
resulted from


<PAGE>


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

                                December 31, 2001

the sale of a DHC-8  aircraft  in the third  quarter of 2000.  Interest  expense
decreased  as a result of a decrease in average  debt  outstanding  from 1999 to
2000.  General  and  administrative  expenses  increased  as a result  of higher
professional fees in 2000 compared to 1999.

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

Liquidity and Capital Resources

     The  Partnership's   reinvestment   period  ended  June  5,  1997  and  the
disposition  period  began on June 6, 1997.  During the  disposition  period the
Partnership has, and will continue to distribute substantially all distributable
cash from  operations and equipment  sales to the partners and begin the orderly
termination of its operations and affairs. The Partnership has not, and will not
invest  in  any  additional  new  finance  or  lease  transactions   during  the
disposition  period.  However,  it may  expend  monies  to  refurbish  assets to
maintain  the  value  of  the  portfolio.  Because  the  Partnership  is in  the
disposition  period,  future  monthly  distributions  are  expected to fluctuate
depending on the amount of asset sales and  re-lease  proceeds  received  during
that period.

     The Partnership's  primary sources of funds in 2001, 2000 and 1999 were net
cash  provided by operations  of $61,013,  $66,348 and  $584,985,  respectively,
proceeds from sales of equipment in 2001, 2000 and 1999 of $527,845,  $4,699,107
and $3,946,052,  respectively,  and proceeds from non-recourse  notes payable in
2000 of $2,967,966.  These funds were used to fund cash  distributions  and make
payments on borrowings.

     The Partnership's notes payable at December 31, 2001 totaled $2,526,490 and
consisted entirely of non-recourse notes secured by leased equipment.

     Cash  distributions to the limited partners in 2001, 2000, and 1999 totaled
$588,646, $4,091,082 and $2,461,219,  respectively, of which $281,924, $812,409,
and $815,438 was investment income and $306,722, $3,278,673 and $1,645,781 was a
return of capital,  respectively.  The monthly annualized cash distribution rate
to  limited  partners  in  2001,  2000 and 1999 was  1.47%,  10.25%  and  6.17%,
respectively.

     As of December 31, 2001, except as noted above,  there were no known trends
or  demands,  commitments,  events or  uncertainties  which are likely to have a
material  effect on liquidity.  As cash is realized from operations and sales of
equipment,  the Partnership  will distribute  substantially  all available cash,
after retaining  sufficient cash to meet its reserve  requirements and recurring
obligations.

New Accounting Pronouncement

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


<PAGE>


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

                                December 31, 2001

operations as the  provisions  of SFAS No. 144 are similar to the  Partnership's
current  policy for  impairment  review.  SFAS No.  144  requires  companies  to
separately  report  discontinued  operations  and extends  that  reporting  to a
component of an entity that either has been disposed of (by sale, abandonment or
in a  distribution  to the owners) or classified as held for sale.  Assets to be
disposed of are reported at the lower of the carrying  amount or fair value less
the costs to sell.

Item 7a.  Qualitative and Quantitative Disclosures About Market Risk

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

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

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



<PAGE>


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

                                December 31, 2001

Item 8.  Consolidated Financial Statements and Supplementary Data

                   Index to Consolidated Financial Statements

                                                                   Page Number

Independent Auditors' Report                                               14

Consolidated Balance Sheets as of December 31, 2001 and 2000            15-16

Consolidated Statements of Operations for the Years Ended
  December 31, 2001, 2000 and 1999                                         17

Consolidated Statements of Changes in Partners' Equity for the
  Years Ended December 31, 2001, 2000 and 1999                             18

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2001, 2000 and 1999                                      19-21

Notes to Consolidated Financial Statements                              22-30





<PAGE>










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

                        Consolidated Financial Statements

                                December 31, 2001

                   (With Independent Auditors' Report Thereon)



<PAGE>












                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying  consolidated  balance sheets of ICON Cash Flow
Partners,  L.P.,  Series D (a Delaware  limited  partnership) as of December 31,
2001 and 2000, and the related consolidated statements of operations, changes in
partners' equity,  and cash flows for each of the years in the three year period
ended  December  31,  2001.  These  consolidated  financial  statements  are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of ICON Cash Flow
Partners,  L.P.,  Series D as of December 31, 2001 and 2000,  and the results of
its operations and its cash flows for each of the years in the three year period
ended  December 31, 2001, in conformity  with  accounting  principles  generally
accepted in the United States of America.



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


April 15, 2002
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,
                                                        2001          2000
                                                        ----          ----
       Assets

Cash                                               $    74,127    $   152,578
                                                   -----------    -----------

Investment in finance leases
   Minimum rents receivable                             24,553        345,531
   Estimated unguaranteed residual values              119,400        642,389
   Initial direct costs                                    350          4,157
   Unearned income                                        (697)       (92,763)
   Allowance for doubtful accounts                        --         (256,928)
                                                   -----------    -----------
                                                       143,606        642,386
                                                   -----------    -----------

Investment in operating lease equipment, at cost     3,384,869      3,384,869
Accumulated depreciation                            (1,650,881)    (1,267,097)
                                                   -----------    -----------
                                                     1,733,988      2,117,772

Investment in financings
   Receivables due in installments                   2,390,863      2,484,219
   Initial direct costs                                    105            308
   Unearned income                                    (487,655)      (666,947)
   Allowance for doubtful accounts                     (92,097)       (92,097)
                                                   -----------    -----------
                                                     1,811,216      1,725,483
                                                   -----------    -----------

Investment in joint venture                             26,561        518,430
                                                   -----------    -----------

Other assets                                            58,052         95,050
                                                   -----------    -----------

Total assets                                       $ 3,847,550    $ 5,251,699
                                                   ===========    ===========












                                                        (continued on next page)


<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                  December 31,
<TABLE>

                                                              2001           2000
                                                              ----           ----

       Liabilities and Partners' Equity

<S>                                                      <C>            <C>
Note payable - recourse                                  $      --      $    72,717
Notes payable - non-recourse                               2,526,490      3,111,495
Security deposits, deferred credits and other payables       943,670      1,380,277
                                                         -----------    -----------
                                                           3,470,160      4,564,489
                                                         -----------    -----------

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                          (340,822)      (337,724)
   Limited partners (399,118 units outstanding,
     $100 per unit original issue price)                     718,212      1,024,934
                                                         -----------    -----------

Total partners' equity                                       377,390        687,210
                                                         -----------    -----------

Total liabilities and partners' equity                   $ 3,847,550    $ 5,251,699
                                                         ===========    ===========
</TABLE>






















See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Operations

                        For the Years Ended December 31,
<TABLE>

                                                2001            2000          1999
                                                ----            ----          ----

Revenues

<S>                                        <C>            <C>            <C>
   Rental income                           $ 1,046,225    $ 1,082,236    $ 1,300,613
   Finance income                              246,723        577,815        941,539
   (Loss) income from investment
     in unconsolidated joint venture          (491,869)      (117,866)        19,410
   Gains on sales of equipment                   4,856        606,784        354,424
   Interest income and other                    68,760         51,398         42,021
                                           -----------    -----------    -----------

   Total revenues                              874,695      2,200,367      2,658,007
                                           -----------    -----------    -----------

Expenses

   Interest                                    303,593        527,065        602,920
   Depreciation                                383,784        542,309        682,185
   General and administrative                  154,959        239,388        214,256
   Management fees - General Partner              --           47,532        193,017
   Administrative expense reimbursements
     - General Partner                            --           12,292        113,548
   Amortization of initial direct costs          4,515         11,166         28,406
   Reversal of provision for bad debts        (256,928)          --             --
                                           -----------    -----------    -----------

   Total expenses                              589,923      1,379,752      1,834,332
                                           -----------    -----------    -----------

Net income                                 $   284,772    $   820,615    $   823,675
                                           ===========    ===========    ===========

Net income allocable to:
   Limited partners                        $   281,924    $   812,409    $   815,438
   General Partner                               2,848          8,206          8,237
                                           -----------    -----------    -----------

                                           $   284,772    $   820,615    $   823,675
                                           ===========    ===========    ===========
Weighted average number of limited
   partnership units outstanding               399,118        399,118        399,118
                                           ===========    ===========    ===========

Net income per weighted average
   limited partnership unit                $      0.71    $      2.04    $      2.04
                                           ===========    ===========    ===========
</TABLE>




See accompanying notes to consolidated financial statements.


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity
              For the Years Ended December 31, 2001, 2000 and 1999
<TABLE>

                                     Limited Partner Distributions
                                      Return of        Investment         Limited       General
                                       Capital           Income          Partners       Partner       Total
                                       -------           ------          --------       -------       -----
                                      (Per weighted average unit)
<S>                                   <C>               <C>             <C>            <C>          <C>

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

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

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

Balance at
   December 31, 1999                                                     4,303,607     (304,607)     3,999,000

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

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

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

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

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

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


</TABLE>






See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

                                                                       2001           2000            1999
                                                                       ----           ----            ----

Cash flows provided by operating activities:
<S>                                                                 <C>            <C>            <C>
   Net income                                                       $   284,772    $   820,615    $   823,675
                                                                    -----------    -----------    -----------
   Adjustments to reconcile net income to
     net cash provided by operating activities:
       Finance income portion of receivables paid
         directly to lenders by lessees                                (246,723)       (93,426)      (168,261)
       Rental income paid directly to lenders by lessees               (582,931)    (1,002,474)      (620,426)
       Amortization of initial direct costs                               4,515         11,166         28,406
       Gains on sales of equipment                                       (4,856)      (606,784)      (354,424)
       Reversal of provision for bad debt                              (256,928)          --             --
       Interest expense on non-recourse financing
         paid directly by lessees                                       301,551        515,098        472,953
       Depreciation                                                     383,784        542,309        682,185
       Loss (income) from investment in joint venture                   491,869        117,866        (19,410)
       Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables (net)       175,928        388,648        613,099
         Distributions from joint venture                                  --           80,295        386,657
         Investment in joint venture                                       --             --          (52,616)
         Accounts payable to General Partner
           and affiliates, net                                            2,004          9,183         10,939
         Security deposits, deferred credits
           and other payables                                          (438,611)      (957,900)    (1,188,748)
         Other assets                                                    36,998         99,490           --
         Other                                                          (90,359)       142,262        (29,044)
                                                                    -----------    -----------    -----------

         Total adjustments                                             (223,759)      (754,267)      (238,690)
                                                                    -----------    -----------    -----------

       Net cash provided by
         operating activities                                            61,013         66,348        584,985
                                                                    -----------    -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of leases and equipment                          527,845      4,699,107      3,946,052
   Refurbishment of operating equipment                                    --             --       (1,369,714)
                                                                    -----------    -----------    -----------

       Net cash provided by investing activities                        527,845      4,699,107      2,576,338
                                                                    -----------    -----------    -----------

</TABLE>





                                                        (continued on next page)


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

                        For the Years Ended December 31,
<TABLE>

                                                        2001          2000           1999
                                                        ----          ----           ----

Cash flows from financing activities:
<S>                                                   <C>          <C>            <C>
   Cash distributions to partners                     (594,592)    (4,132,405)    (2,486,059)
   Proceeds from notes payable - non-recourse             --        2,967,966           --
   Principal payments on note payable - recourse       (72,717)      (205,453)      (592,631)
   Principal payments on non-recourse - secured
     financing                                            --          (58,146)      (440,891)
   Principal payments on non-recourse debt                --       (3,472,320)          --
                                                   -----------    -----------    -----------

       Net cash used in financing activities          (667,309)    (4,900,358)    (3,519,581)
                                                   -----------    -----------    -----------

Net decrease in cash                                   (78,451)      (134,903)      (358,258)

Cash at beginning of year                              152,578        287,481        645,739
                                                   -----------    -----------    -----------

Cash at end of year                                $    74,127    $   152,578    $   287,481
                                                   ===========    ===========    ===========


</TABLE>























See accompanying notes to consolidated financial statements.


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

     During the years ended December 31, 2001, 2000 and 1999, non-cash
activities included the following:
<TABLE>

                                                           2001          2000           1999
                                                           ----          ----           ----
<S>                                                   <C>            <C>            <C>
Principal and interest on finance receivables
   paid directly to lenders by lessees                $   303,625    $   714,614    $   971,296
Rental income paid directly to lender by lessee           582,931      1,002,474        620,426
Principal and interest on non-recourse financing
   paid directly to lenders by lessees                   (886,556)    (1,717,088)    (1,591,722)

Decrease in investments in finance leases and
   financing due to contribution in joint venture            --             --          (51,876)
Increase in equity investment in joint venture               --             --           51,876
                                                      -----------    -----------    -----------

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

Interest expense
Interest expense on non-recourse debt paid directly
  to lenders by lessees                               $   301,551    $   515,098    $   472,953
Other interest                                              2,042         11,967        129,967
                                                      -----------    -----------    -----------

Total interest expense                                $   303,593    $   527,065    $   602,920
                                                      ===========    ===========    ===========
</TABLE>


<PAGE>


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

                                    Notes to Consolidated Financial Statements

                                                 December 31, 2001

1.   Organization

     ICON Cash Flow Partners,  L.P., Series D (the  "Partnership") was formed on
February  21,  1991  as  a  Delaware   limited   partnership   with  an  initial
capitalization  of $2,000.  It was formed to acquire various types of equipment,
to lease such equipment to third parties and, to a lesser degree,  to enter into
secured financing  transactions.  The Partnership's offering period commenced on
August 23, 1991 and by its final closing on June 5, 1992, 400,000 units had been
admitted into the Partnership with aggregate gross proceeds of $40,000,000. From
1994  through  2001,  the  Partnership  redeemed 882 limited  partnership  units
leaving 399,118 limited partnership units outstanding at December 31, 2001.

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

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

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

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

2.   Significant Accounting Policies

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


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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

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

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

     Investment in  Financings - Investment  in  financings  represent the gross
receivables  due from the financing of equipment  plus the initial  direct costs
related  thereto  less the  related  unearned  income.  The  unearned  income is
recognized as finance income,  and the initial direct costs are amortized,  over
the terms of the receivables using the interest method.

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



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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

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

     Disclosures  About Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments.  Separate  disclosure of fair value  information as of December 31,
2001 and 2000 with  respect  to the  Company's  assets  and  liabilities  is not
provided  because (i) SFAS No. 107 does not require  disclosures  about the fair
value of lease arrangements,  (ii) the carrying value of financial assets, other
than lease related investments, and payables approximates market value and (iii)
fair  value  information  concerning  certain  recourse  and  non-recourse  debt
obligations is not practicable to estimate without incurring  excessive costs to
obtain all the  information  that would be necessary to derive a market interest
rate.

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

     Reclassifications  - Certain items have been reclassified to conform to the
classification used in 2001.

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




<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

3.   Investment in Joint Venture

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

     ICON Receivables 1997-A L.L.C.

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

     Information  as to the  financial  position  and results of  operations  of
1997-A as of and for the years ended  December  31, 2001 and 2000 is  summarized
below:

                                        December 31, 2001     December 31, 2000

 Assets                                 $      1,856,582      $     9,002,519
                                        ================      ===============

 Liabilities                            $      1,707,445      $     6,848,927
                                        ================      ===============

 Equity                                 $        149,137      $     2,153,592
                                        ================      ===============

 Partnership's share of equity          $         26,561      $       518,430
                                        ================      ===============

                                            Year Ended           Year Ended
                                         December 31, 2001    December 31, 2000

 Net loss                               $     (2,004,455)     $      (661,929)
                                        ================      ===============

 Partnership's share of net loss        $       (491,869)     $      (117,866)
                                        ================      ===============

 Distributions to partners              $      -              $       450,867
                                        ================      ===============

 Partnership's share of distributions   $      -              $        80,295
                                        ================      ===============


     1997-A  recorded  a  provision  for bad  debts  of  $1,825,000  in 2001 and
$850,000 in 2000.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

4.   Receivables Due in Installments

     Non-cancelable minimum annual amounts due on finance leases and financings
as of December 31, 2001 are as follows:

                         Finance
  Year                    Lease         Financing       Total

 2002                  $    24,553    $   135,775   $   160,328
 2003                        -             84,000        84,000
 2004                        -          2,084,000     2,084,000
 2005                        -             87,088        87,088
                       -----------    -----------   -----------
                       $    24,553    $ 2,390,863   $ 2,415,416
                       ===========    ===========   ===========

     The  finance  lease  was  renewed  in the  first  quarter  of  2002  for an
additional 36 months.

5.   Investment in Operating Lease

     In June 1997 the Partnership acquired two DeHaviland DHC-8-102 aircraft and
leased them to U.S.  Airways,  Inc ("U.S.  Air").  The  purchase  price  totaled
$6,819,250 and was funded with $3,619,250 of cash and $3,200,000 in non-recourse
debt.  In August 1999 the lease of one of the aircraft  expired and the aircraft
was remarketed to Wideroe's Flyveselskap ASA, a Norwegian air carrier for a term
of four years under a lease which required the Partnership to fund approximately
$1,370,000 of  refurbishments.  In November 1999, the  Partnership  extended the
remaining  U.S.  Air lease for a term of four  years.  In  September  2000,  the
Partnership  sold the Wideroe  aircraft for proceeds  totaling  $4,534,390 which
resulted in a gain on sale of $708,500.

     The  investments in operating  leases at December 31, 2001 and 2000 were as
follows:

                                                     2001           2000
                                                     ----           ----

Equipment cost, beginning of year                $   3,384,869  $   8,188,694
Equipment disposition                                -             (4,803,825)
                                                 -------------  --------------

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

Accumulated depreciation, beginning of year         (1,267,097)    (1,702,723)
Depreciation expense                                  (383,784)      (542,309)
Accumulated depreciation on disposition              -                977,935
                                                 -------------  -------------

Accumulated depreciation, end of year               (1,650,881)    (1,267,097)
                                                 -------------  -------------

Investment in operating leases, end of year      $   1,733,988  $   2,117,772
                                                 =============  =============



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Non-cancelable minimum annual amounts due on the operating lease as of
December 31, 2001 are as follows:
                     Year
                     2002                                 $       588,080
                     2003                                         539,000
                                                          ---------------
                                                          $     1,127,080

6.   Allowance for Doubtful Accounts

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

                                           Finance
                                           Leases     Financings     Total

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

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

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

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

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

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

Balance at December 31, 2001             $       -    $ 92,097    $  92,097
                                         =========    ========    =========

7.   Notes Payable

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

     In December 1995 the  Partnership  borrowed  $4,148,838  by pledging  lease
receivables  and granting a security  interest in the  underlying  equipment and
receivables relating to a specified group of leases and financing  transactions.
The loan  accrued  interest  at a fixed  rate of  8.02%,  and was  payable  from
receivable proceeds generated by the portfolio that had secured it. The note was
fully repaid 2000.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     In June 1997 the Partnership acquired two DeHaviland DHC-8-102 aircraft and
leased them to U.S.  Air. The purchase  price  totaled  $6,819,250  of which the
Partnership  borrowed $3,200,000 in non-recourse debt from an unaffiliated third
party lender (the Aircraft Lender). In October 1998, the Partnership borrowed an
additional  $750,000  from  the  Aircraft  Lender  to  refurbish  one of the two
aircraft (in the aggregate the "Aircraft Debt").

     In August 1999 the Partnership  borrowed  $3,000,000 of new debt from a new
lender at a rate of 9.6% with a scheduled  maturity  date of  November  2003 and
repaid a portion of the Aircraft  Debt. In September 2000 the balance of the new
debt of $2,504,354 was paid off with a portion of the proceeds of sale of one of
the aircraft (see Note 5).

     In the first  quarter of 2000,  the  Partnership  refinanced  the remaining
Aircraft  Debt  outstanding  and  borrowed  an  additional  $2,000,000  under  a
non-recourse note ("2000 Non-recourse Note"). This debt carries an interest rate
of 11% and has a maturity date of November 2003. This debt is  collateralized by
the other  aircraft on lease with U.S. Air and the  underlying  equipment with a
net book value of $1,733,988 at December 31, 2001.

     The notes payable mature as follows:

                 2000                    Other
             Non-Recourse            Notes Payable
                 Note                 Non-Recourse                 Total
            --------------           ------------             --------------

 2002       $      341,547             $    133,102           $      474,649
 2003            2,051,841                      -                  2,051,841
            --------------             ------------           --------------

            $    2,393,388             $    133,102           $    2,526,490
            ==============             ============           ==============

8.   Related Party Transactions

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its  affiliates for the years ended December 31, 2000 and 1999 are as
follows: Charged to Operations

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

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

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


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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

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

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

9.   Commitments and Contingencies

     The  Partnership  has  entered  into   remarketing  and  residual   sharing
agreements with third parties. In connection therewith,  remarketing or residual
proceeds  received  in excess of  specified  amounts  will be shared  with third
parties based on specified  formulas.  During the year ended  December 31, 1999,
the Partnership paid $152,739,  to third parties as their share of the proceeds.
No such obligations were incurred in 2000 and 2001.

10.  Tax Information (Unaudited)

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

                                                          2001         2000        1999

<S>                                                     <C>        <C>          <C>
Net income for financial statement reporting purposes   $ 284,772  $   820,615  $   823,675

Differences due to:
   Direct finance leases                                  246,723      449,184    1,315,734
   Depreciation and amortization                         (225,783)  (1,062,527)  (2,020,504)
   Provision for losses                                  (256,928)     (29,384)     (70,575)
   Gain (loss) on sale of equipment                       312,147     (184,260)    (686,442)
   Other                                                 (339,262)      85,051      (78,444)
                                                        ---------  -----------  -----------
Partnership income (loss) for
   federal income tax reporting purposes                $  21,669  $    78,679  $  (716,556)
                                                        =========  ===========  ===========
</TABLE>


     As of December 31,  2001,  the  partners'  capital  accounts for  financial
statement  reporting purposes totaled $377,390 compared to the partners' capital
accounts  for  federal  income  tax  purposes  of  $6,934,133  (unaudited).  The
difference  arises  primarily  from  commissions  reported as a reduction in the
partners'  capital for financial  reporting  purposes but not for federal income
tax regarding  purposes,  and temporary  differences  related to direct  finance
leases, depreciation and provision for losses.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

11.  Quarterly Financial Data (Unaudited)

     The following table is a summary of financial data by quarter for the years
ended December 31, 2001 and 2000:
<TABLE>

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

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

2001
<S>                                       <C>                <C>                <C>               <C>
     Revenues                             $     424,703      $    (215,214)     $     208,124     $     457,082
                                          =============      =============      =============     =============

     Net income (loss) allocable to
       limited partners                   $     192,964      $    (426,480)(1)  $       8,895     $     506,545(2)
                                          =============      =============      =============     =============

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

2000
     Revenues                             $     451,153      $     465,995      $     946,824     $     336,395
                                          =============      =============      =============     =============

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

     Net income per weighted
       average limited partnership unit   $        0.14      $        0.06      $       1.55      $        0.29
                                          =============      =============      ============      =============
</TABLE>


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

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




<PAGE>


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

                                December 31, 2001

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

     None

PART III

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

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

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

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

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

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

Paul B. Weiss                 President and Director

Thomas W. Martin              Executive Vice President and Director

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

     Paul B. Weiss,  age 41, is President  and Director of the General  Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations  with the General  Partner since 1996,  Griffin Equity Partners (as
Executive Vice President from 1993-1996);  Gemini Financial  Holdings (as Senior
Vice  President-Portfolio  Acquisitions  from  1991-1993)  and  Pegasus  Capital
Corporation (as Vice  President-Portfolio  Acquisitions from 1988-1991).  He was
previously an investment banker and a commercial banker.



<PAGE>


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

                                December 31, 2001

     Thomas W. Martin,  age 48, has been Executive Vice President of the General
Partner since 1996. Prior to his present position,  Mr. Martin was the Executive
Vice  President and Chief  Financial  Officer of Griffin Equity  Partners,  Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice  President-Syndications from 1985-1992). Mr.
Martin has 17 years of senior management experience in the leasing business.

Item 11.  Executive Compensation

     The Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December 31, 2001, 2000 and 1999.
<TABLE>

                                                  Type of
     Entity                 Capacity           Compensation             2001      2000       1999
     ------                 --------           ------------             ----      ----       ----
<S>                       <C>                <C>                     <C>         <C>        <C>

ICON Capital Corp.       General Partner    Management fees          $  -       $47,532    $193,017
ICON Capital Corp.       General Partner    Administrative expense
                                              reimbursements            -        12,292     113,548
                                                                     ---------  -------    --------

                                                                     $  -       $59,824    $306,565
                                                                     =========  =======    ========

</TABLE>

<PAGE>


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

                                December 31, 2001

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

(b)  As of March 29, 2002,  Directors and Officers of the General Partner do not
     own any equity securities of the Partnership.

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

    Title                    Amount Beneficially                       Percent
  of Class                         Owned                              of Class

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

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

Item 13.  Certain Relationships and Related Transactions

     See  Item  11  for  a  discussion  of  the   Partnership's   related  party
transactions.  See Notes 3 and 8 for a discussion of the  Partnership's  related
party transactions.

PART IV

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

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

     2.  Financial Statement Schedule - None.

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


<PAGE>


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

                                December 31, 2001

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

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

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

          (iii)Amended   and   Restated   Agreement   of   Limited   Partnership
               (Incorporated herein by reference to Exhibit A to Amendment No. 4
               to Form S-1  Registration  Statement No.  33-40044 filed with the
               Securities  and Exchange  Commission on August 14, 1991) (iv) (b)
               Reports on Form 8-K

     No  reports on Form 8-K were filed by the  Partnership  during the  quarter
ended December 31, 2001.

(c)  Exhibits

(d)  Unconsolidated Joint Venture Financial Statements ICON Receivables 1997-A -
     as of and for the years ended December 31, 2001 and 2000


<PAGE>











                         ICON Receivables 1997-A L.L.C.

                              Financial Statements

                           December 31, 2001 and 2000

                   (With Independent Auditors' Report Thereon)


<PAGE>













                          INDEPENDENT AUDITORS' REPORT


The Members ICON Receivables 1997-A L.L.C.

We have  audited the  accompanying  balance  sheets of ICON  Receivables  1997-A
L.L.C.  (the  "Company")  as of  December  31,  2001 and 2000,  and the  related
statements of  operations,  changes in members'  equity,  and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

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

In our opinion,  the  consolidated  financial  statements  referred to the above
present  fairly,  in all  material  respects,  the  financial  position  of ICON
Receivables  1997-A L.L.C.  as of December 31 2001 and 2000,  and the results of
its operations and its cash flows for the years then ended,  in conformity  with
accounting principles generally accepted in the United States of America.


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


April 15, 2002
New York, New York



<PAGE>


                         ICON Receivables 1997-A L.L.C.

                                 Balance Sheets

                                  December 31,


         Assets                                       2001              2000
         ------                                       ----              ----

Cash                                             $    673,740      $    619,719
                                                 ------------      ------------

Investment in finance leases
   Minimum rents receivable                         2,984,147         4,594,866
   Estimated unguaranteed residual values             269,211           565,788
   Unearned income                                   (134,914)         (354,592)
   Allowance for doubtful accounts                 (2,174,224)         (786,560)
                                                 ------------      ------------
                                                      944,220         4,019,502
                                                 ------------      ------------

Investment in financings
   Minimum rents receivable                              -            4,570,567
   Unearned income                                       -             (245,371)
   Allowance for doubtful accounts                       -             (802,699)
                                                 ------------      ------------
                                                         -            3,522,497
                                                 ------------      ------------


Other assets                                          238,622           840,801
                                                 ------------      ------------

Total assets                                     $  1,856,582      $  9,002,519
                                                 ============      ============

    Liabilities and Members' Equity

Notes payable non-recourse                       $  1,157,730     $   5,016,098
Security deposits, deferred credits
 and other payables                                   549,715         1,832,829
                                                 ------------     -------------

Total liabilities                                   1,707,445         6,848,927
                                                 ------------     -------------

Members' equity                                       149,137         2,153,592
                                                 ------------     -------------

Total liabilities and members' equity            $  1,856,582     $   9,002,519
                                                 ============     =============












See accompanying notes to financial statement.


<PAGE>


                         ICON Receivables 1997-A L.L.C.

                            Statements of Operations

                        For the Years Ended December 31,

                                                 2001             2000
                                                 ----             ----

Revenue

  Finance income                            $    465,049    $    960,903
  Interest income and other                       56,001         135,580
  Gain on remarketing of equipment                26,997         161,410
                                            ------------    ------------

   Total revenues                                548,047       1,257,893
                                            ------------    ------------

Expenses

  General and administrative and
   other expenses                                531,747         450,902
  Interest expense                               195,755         618,920
  Provision for doubtful accounts              1,825,000         850,000
                                            ------------    ------------
  Total expenses                               2,552,502       1,919,822
                                            ------------    ------------

Net loss                                    $ (2,004,455)   $   (661,929)
                                            ============    ============


















See accompanying notes to financial statement.



<PAGE>


                         ICON Receivables 1997-A L.L.C.

                    Statements of Changes in Members' Equity

                 For the Years Ended December 31, 2001 and 2000

                                              Total

Balance at December 31, 1999            $    3,266,388
                                        --------------

Net loss                                      (661,929)

Distributions to members                      (450,867)
                                        --------------

Balance at December 31, 2000                 2,153,592

Net loss                                    (2,004,455)
                                        --------------

Balance at December 31, 2001            $      149,137
                                        ==============




















See accompanying notes to financial statement.


<PAGE>


                         ICON Receivables 1997-A L.L.C.

                            Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

                                                              2001          2000
                                                              ----          ----

Cash flows from operating activities:
<S>                                                      <C>            <C>
   Net loss                                              $(2,004,455)   $  (661,929)
                                                         -----------    -----------
   Adjustments to reconcile net income to
     net cash provided by operating activities:
   Gain from the sale of finance leases                      (26,997)      (161,410)
   Provision for doubtful accounts                         1,825,000        850,000
   Changes in operating assets and liabilities:
     Collection of principal                               4,476,202      5,518,901
     Other assets                                            602,179        349,534
     Security deposits, deferred credits and
      other payables                                      (1,283,114)       340,695
                                                         -----------    -----------

     Total adjustments                                     5,593,270      6,897,720
                                                         -----------    -----------

     Net cash provided by operating activities             3,588,815      6,235,791
                                                         -----------    -----------

Cash flows from investing activities:
   Proceeds from the sales of equipment                      323,574      1,379,988
                                                         -----------    -----------

  Net cash provided by investing activities                  323,574      1,379,988
                                                         -----------    -----------

Cash flows from financing activities:
   Principal payments on notes payable non-recourse       (3,858,368)    (8,193,119)
   Distributions to members                                     --         (450,867)
                                                         -----------    -----------

       Net cash used in investing activities              (3,858,368)    (8,643,986)
                                                         -----------    -----------

Net increase (decrease) in cash                               54,021     (1,028,207)

Cash at the beginning of the year                            619,719      1,647,926
                                                         -----------    -----------

Cash at the end of the year                              $   673,740    $   619,719
                                                         ===========    ===========

Supplemental information-interest paid                   $   194,555    $   640,625
                                                         ===========    ===========

</TABLE>








See accompanying notes to financial statement.


<PAGE>


                         ICON RECEIVABLES 1997-A L.L.C.

                          Notes to Financial Statement

                                December 31, 2001

1.  Organization

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

2.  Significant Accounting Policies

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

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

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

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

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



<PAGE>


                         ICON RECEIVABLES 1997-A L.L.C.

                          Notes to Financial Statement

                                December 31, 2001

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

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

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

3.   Finance Lease Receivables

     Non-cancelable minimum annual amounts due on finance leases at December 31,
2001 are as follows:


             Year           Amount

             2002      $   2,926,097
             2003             40,036
             2004             18,014
                       -------------

                       $   2,984,147
                       =============

     The  Company's  allowance  for doubtful  accounts  relates to a significant
amount of past due receivables  which are reflected in the above table as due in
2002.


<PAGE>


                         ICON RECEIVABLES 1997-A L.L.C.

                          Notes to Financial Statement

                                December 31, 2001

4.   Allowance for Doubtful Accounts

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

Balance at December 31, 1999          $   101,122    $    66,788    $   167,910

    Recoveries on accounts
      previously written-off              274,938        296,411        571,349
    Provision for doubtful accounts       410,500        439,500        850,000
                                      -----------    -----------    -----------

Balance at December 31, 2000              786,560        802,699      1,589,259

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

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

5.   Notes Payable

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

6.       Other Assets

     Other assets include  amounts due from  affiliates of $206,421 and $263,700
at December 31, 2001 and 2000, respectively which represent amounts collected by
an affiliate on the Company's behalf.





<PAGE>


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

                                December 31, 2001

                                   SIGNATURES


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

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


Date: April 15, 2002             /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, 2002          /s/ Beaufort J.B. Clarke
                              --------------------------------------------------
                              Beaufort J.B. Clarke
                              Chairman, Chief Executive Officer and Director

Date: April 15, 2002          /s/ Paul B. Weiss
                              --------------------------------------------------
                              Paul B. Weiss
                              President and Director


Date: April 15, 2002          /s/ Thomas W. Martin
                              --------------------------------------------------
                              Thomas W. Martin
                              Executive Vice President
                              (Principal Financial and Accounting Officer)

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

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