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, 1998
                          ------------------------------------------------------
                                       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)

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

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

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

Title of each class                    Name of each exchange on which registered

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

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


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

--------------------------------------------------------------------------------
                                (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, 1998

                                TABLE OF CONTENTS

Item                                                                       Page
----                                                                       ----
PART I

1.   Business                                                               3-4

2.   Properties                                                               4

3.   Legal Proceedings                                                        5

4.   Submission of Matters to a Vote of Security Holders                      5

PART II

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

6.   Selected Consolidated Financial and Operating Data                       6

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

8.   Consolidated Financial Statements and Supplementary Data             12-31

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                     32

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                      32-33

11.  Executive Compensation                                                  34

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                          34

13.  Certain Relationships and Related Transactions                          34

PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K         35

SIGNATURES                                                                   36


<PAGE>


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

                                December 31, 1998

PART I

Item 1.  Business

General Development of Business

     ICON Cash Flow Partners,  L.P., Series D (the  "Partnership") was formed in
February  1991 as a Delaware  limited  partnership.  The  Partnership  commenced
business  operations on its initial  closing date,  September 13, 1991, with the
admission of 26,905.59 limited partnership units. Between September 14, 1991 and
December 31, 1991, 121,932.48 additional units were admitted. Between January 1,
1992 and June 5, 1992 (the final closing date), 251,161.93 additional units were
admitted  bringing the final admission to 400,000 units totaling  $40,000,000 in
capital  contributions.  From 1994 through 1997,  the  Partnership  redeemed 882
limited  partnership units leaving 399,118 units  outstanding.  The sole general
partner is ICON Capital Corp. (the "General Partner").

     The Partnership's  reinvestment  period ended June 5, 1997. The disposition
period  began on June 6, 1997 and is expected to continue  through June 5, 2002.
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

Narrative Description of Business

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

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


<PAGE>


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

                                December 31, 1998

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

Lease and Financing Transactions

     For the years ended December 31, 1998 and 1997, the  Partnership  purchased
and leased or financed $0 and  $10,230,431  of equipment,  respectively,  with a
weighted average initial transaction term of 0 and 27 months,  respectively.  At
December  31,  1998,  the  weighted  average  initial  transaction  term  of the
portfolio was 40 months.  A summary of the portfolio  equipment cost by category
held at December 31, 1998 and 1997 is as follows:

                                 December 31, 1998         December 31, 1997
                                 -----------------         -----------------

Category                          Cost      Percent          Cost      Percent
--------                          ----      -------          ----      -------
Manufacturing & production    $10,442,728    33.3%       $13,907,889    36.7%
Computer systems ..........     9,293,171    29.6         11,614,293    30.7
Aircraft ..................     7,802,583    24.9          7,802,583    20.6
Restaurant equipment ......     1,638,121     5.2          1,705,999     4.5
Office furniture & fixtures     1,179,845     3.8          1,238,260     3.3
Telecommunications ........       463,182     1.5            514,888     1.3
Medical ...................       161,068      .5            374,798     1.0
Printing ..................       107,306      .4            108,739      .3
Video production ..........        79,414      .3            100,134      .3
Retail systems ............        42,493      .1            326,595      .9
Miscellaneous .............       147,888      .4            178,994      .4
                              -----------   -----        -----------   -----
                                                                      
                              $31,357,799   100.0%       $37,873,172   100.0%
                              ===========   =====        ===========   =====
                                                                     
     The Partnership has one lease which individually  represented  greater than
10% of the total  portfolio  equipment  cost at December 31, 1998.  The lease is
with  U.S.  Airways,  Inc..  The  underlying  equipment  for the  lease  are two
DeHavilland DHC-8-102 aircraft and the total equipment cost represented 21.7% of
the total  portfolio  equipment cost at December 31, 1998.  The operating  lease
expired in January 1999, at which time the  Partnership  extended the lease with
U.S Airways,  Inc. The extension is for an indefinite term whereby either lessee
or lessor can terminate with 90 days prior notice.

Item 2.  Properties

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


<PAGE>


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

                                December 31, 1998

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 1998.

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,
--------------                         ---------------------------------
                                          1998                   1997
                                          ----                   ----
Limited partners                         3,060                  3,100
General Partner                              1                      1




<PAGE>


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

                                December 31, 1998

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

                                               Years Ended December 31,
                           --------------------------------------------------------------
                              1998         1997         1996         1995         1994
                              ----         ----         ----         ----         ----

<S>                        <C>          <C>          <C>          <C>          <C>       
Total revenues .........   $2,796,813   $3,537,411   $6,011,140   $5,202,055   $4,861,151
                           ==========   ==========   ==========   ==========   ==========

Net income .............   $  688,361   $  676,730   $2,540,333   $2,793,742   $1,620,241
                           ==========   ==========   ==========   ==========   ==========

Net income allocable
  to limited partners ..   $  681,477   $  669,963   $2,514,930   $2,765,805   $1,604,039
                           ==========   ==========   ==========   ==========   ==========

Net income allocable
  to the General Partner   $    6,884   $    6,767   $   25,403   $   27,937   $   16,202
                           ==========   ==========   ==========   ==========   ==========

Weighted average
  limited partnership
  units outstanding ....      399,118      399,138      399,179      399,229      399,703
                           ==========   ==========   ==========   ==========   ==========

Net income per
  weighted average
  limited partnership
  unit .................   $     1.71   $     1.68   $     6.30   $     6.93   $     4.01
                           ==========   ==========   ==========   ==========   ==========

Distributions to
  limited partners .....   $4,074,331   $7,882,867   $5,588,508   $5,589,207   $5,596,503
                           ==========   ==========   ==========   ==========   ==========

Distributions to the
  General Partner ......   $   41,155   $   79,648   $   56,450   $   56,457   $   56,530
                           ==========   ==========   ==========   ==========   ==========

                                                          December 31,

                               1998          1997          1996           1995          1994
                               ----          ----          ----           ----          ----

Total assets               $16,619,860   $22,999,478   $34,263,140   $40,529,733   $27,619,644
                           ===========   ===========   ===========   ===========   ===========

Partners' equity           $ 5,661,384   $ 9,088,509   $16,374,660   $19,480,356   $22,333,042
                           ===========   ===========   ===========   ===========   ===========
</TABLE>

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


<PAGE>


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

                                December 31, 1998

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, an operating lease, an investment in financings and an equity investment
in a joint venture  representing  46%, 36%, 12% and 6% of total  investments  at
December 31, 1998,  respectively,  and 57%, 28%, 10% and 5% of total investments
at December 31, 1997, respectively.

Results of Operations

Years Ended December 31, 1998 and 1997

     For the years ended December 31, 1998 and 1997, the  Partnership  purchased
and leased or financed  equipment  with an initial  cost of $0 and  $10,230,431,
respectively, to 0 and 72 lessees or equipment users, respectively.

     Revenues for the year ended December 31, 1998 were $2,796,813, representing
a  decrease  of  $740,598  or 21%  from  1997.  The  decrease  in  revenues  was
attributable  to a decrease in finance  income of $716,557 or 40%, a decrease in
net gain on sales or  remarketing of equipment of $268,886 or 59%, a decrease in
income from an equity  investment  in a joint  venture of $172,022 or 48%, and a
decrease in interest  income and other of $114,520 or 81%. These  decreases were
partially  offset by an  increase in rental  income of $531,387 or 67%.  Finance
income  decreased  due to a decrease in the average size of the  portfolio  from
1997 to 1998.  The decrease in net gain on sales or remarketing of equipment was
due to a  decrease  in the  number of leases  maturing  in which the  underlying
equipment  was sold or  remarketed  and proceeds  received were in excess of the
remaining  carrying value of the  equipment.  The decrease in income from equity
investment  in joint  venture was due to a decrease  in the average  size of the
joint venture's portfolio from 1997 to 1998. The decrease in interest income and
other  resulted  from a decrease in the average  cash balance from 1997 to 1998.
Rental  income  increased  due to the  Partnership's  operating  lease with U.S.
Airways,  Inc.  commencing  in June 1997 and  therefore,  rental income for 1998
includes twelve months of rents compared to seven months in 1997.

     Expenses for the year ended December 31, 1998 were $2,108,452, representing
a  decrease  of  $752,229  or 26%  from  1997.  The  decrease  in  expenses  was
attributable to a decrease in interest expense of $338,658 or 30%, a decrease in
amortization  of  initial  direct  costs  of  $184,970  or 51%,  a  decrease  in
management  fees of  $151,229  or 28%,  a  decrease  in  administrative  expense
reimbursements  of $53,671 or 20%,  and a 1998  reduction of the  allowance  for
doubtful accounts of $400,000. These decreases in expenses were partially offset
by an increase in  depreciation  expense of $307,704 or 86%,  and an increase in
general and  administrative  expense of $68,595 or 34%. The decrease in interest
expense  resulted from a decrease in the average debt  outstanding  from 1997 to
1998.  Amortization of initial direct costs, management fees, and administrative
expense  reimbursements  decreased  due to a decrease in the average size of the
portfolio  from  1997 to 1998.  The  reduction  of the  allowance  for  doubtful
accounts  was a result of the ongoing  analysis of  delinquency  trends and loss
experience,  an  assessment  of  overall  credit  risk  and the  decline  in the
portfolio  balance.  Depreciation  expense  increased  due to the  Partnership's
operating lease with U.S.  Airways,  Inc.  commencing in June 1997 and therefore
depreciation  expense for 1998 includes  twelve months of ownership  compared to
seven months in 1997.  The increase in general and  administrative  expenses was
due to an increase in legal fees incurred  related to  collection  activities on
accounts previously written off.


<PAGE>


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

                                December 31, 1998

     Net income for the years ended  December 31, 1998 and 1997 was $688,361 and
$676,730,  respectively. The net income per weighted average limited partnership
unit was $1.71 and $1.68 for 1998 and 1997, respectively.

Years Ended December 31, 1997 and 1996

     For the years ended December 31, 1997 and 1996, the  Partnership  purchased
and  leased or  financed  equipment  with an  initial  cost of  $10,230,431  and
$18,880,251,   respectively,   to  72  and  83  lessees  or   equipment   users,
respectively.

     Revenues for the year ended December 31, 1997 were $3,537,411
representing a decrease of $2,473,729 or 41% from 1996. The decrease in revenues
was  attributable  to a  decrease  in  finance  income of  $1,224,032  or 41%, a
decrease in net gain on sales or  remarketing of equipment of $1,938,977 or 81%,
a decrease in income from leveraged leases of $369,511 or 100% and a decrease in
interest  income and other of $98,396 or 41%.  These  decreases  were  partially
offset by an  increase in rental  income of  $798,000  and an increase in income
from equity  investment in joint venture of $359,187.  Finance income  decreased
due to a decrease in the average size of the  portfolio  from 1996 to 1997.  The
net gain on sales or remarketing of equipment decreased due to a decrease in the
number of leases maturing and the underlying  equipment being sold or remarketed
for which  proceeds  received  were in excess of  carrying  value.  Income  from
leveraged  leases  decreased due to the sale of the leveraged lease portfolio in
1996.  Interest  income and other  decreased  due to the decrease in the average
cash balance from 1996 to 1997. Rental income increased due to the Partnership's
$6,819,250  investment  in an operating  lease  during 1997.  Income from equity
investment in joint ventures  increased as a result of the  Partnership's  March
1997 contribution to ICON Receivables 1997-A LLC. The contribution  consisted of
equipment lease and finance receivables, residuals and cash totaling $4,930,767.

     Expenses for the year ended December 31, 1997 were $2,860,681, representing
a  decrease  of  $610,126  or 18%  from  1996.  The  decrease  in  expenses  was
attributable to a decrease in interest expense of $530,743 or 32%, a decrease in
amortization  of initial  direct costs of $251,354 or 41%, a decrease in general
and  administrative  expenses of $17,627 or 8%, a decrease in management fees of
$136,703  or 20% and a  decrease  in  administrative  expense  reimbursement  of
$30,116 or 10% from 1996.  These decreases were partially  offset by an increase
of $356,417 in depreciation  expense due to the Partnership's 1997 investment in
an operating lease. The decrease in interest expense resulted from a decrease in
the average debt outstanding from 1996 to 1997. Management fees, amortization of
initial direct costs and administrative expense reimbursements  decreased due to
a decrease in the average size of the portfolio  from 1996 to 1997. The decrease
in general and administrative  expenses was primarily due to a decrease in legal
fees from 1996 to 1997.

     Net income for the years ended  December 31, 1997 and 1996 was $676,730 and
$2,540,333,   respectively.   The  net  income  per  weighted   average  limited
partnership unit was $1.68 and $6.30 for 1997 and 1996, respectively.


<PAGE>


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

                                December 31, 1998

Liquidity and Capital Resources

     The Partnership's  reinvestment  period ended June 5, 1997. The disposition
period  began on June 6, 1997 and is expected to continue  through June 5, 2002.
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

     As a result of the  Partnership's  entering  into the  disposition  period,
future monthly  distributions are expected to fluctuate  depending on the amount
of asset sale and re-lease proceeds received during that period.

     The Partnership's  primary sources of funds in 1998, 1997 and 1996 were net
cash  provided  by  operations  of  $3,315,260,   $8,284,703   and   $1,621,624,
respectively,  proceeds from sales of equipment of  $1,394,199,  $9,741,651  and
$15,681,303,  respectively,  proceeds of  $2,700,000  in note payable - recourse
borrowings in 1997 and proceeds of $5,250,000  from a revolving  credit facility
in 1996.  These  funds  were  used to  purchase  equipment  in 1997,  fund  cash
distributions and make payments on borrowings.

     The  Partnership's  notes  payable at December  31,  1998 and 1997  totaled
$7,735,949  and  $11,936,296,  respectively,  and  consisted of  $6,366,111  and
$8,713,846 in  non-recourse  notes,  respectively,  $499,037 and $1,195,311 in a
non-recourse - secured note, respectively,  which is paid from proceeds from the
lease  portfolio  that secured the  financing and a note payable of $870,801 and
$2,027,139, respectively, which is paid from available cash from operations.

     In June 1997 the  Partnership  acquired two DeHaviland  DHC-8-102  aircraft
currently on lease to U.S. Airways,  Inc. 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
October 1998 the Partnership borrowed an additional $750,000, bringing the total
non-recourse  debt relating to this  transaction to  $3,950,000.  The note bears
interest at 10.34%.  The operating  lease expired in January 1999, at which time
the  Partnership  extended  both the  lease  and the  related  debt.  The  lease
extension  is for an  indefinite  term  whereby  either  lessee  or  lessor  can
terminate with 90 days prior notice.  The related  non-recourse debt is due upon
final lease termination.



<PAGE>


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

                                December 31, 1998

     In  August  1996 the  Partnership  acquired  a  financing  transaction  for
$8,756,291.  The financing represented the free cash interest and first priority
rights to $4,000,000 of future residual  proceeds  relating to a leveraged lease
owned by an affiliate, L.P. Seven. L.P. Seven acquired, subject to the leveraged
lease,  the residual  interest in an aircraft on lease to Federal  Express Corp.
The aircraft is a 1986  McDonnell  Douglas  DC-10-30F,  and the lease expires in
July  2004.  In January  1997 the  Partnership  refinanced  all of its free cash
interest  and  $2,000,000  of  its  residual  position  to a  third  party.  The
Partnership's  remaining  investment  consists of the first  priority  rights to
$2,000,000 of future residual proceeds relating to the leveraged lease.

      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 LLC  ("1997-A"),  a special  purpose  entity created for the
purpose  of  originating  leases,   managing  existing  contributed  assets  and
securitizing  its portfolio.  In September  1997 ICON Cash Flow Partners,  L.P.,
Series  E  ("Series  E"),  L.P.  Six and L.P.  Seven  contributed  and  assigned
additional  equipment lease and finance receivables and residuals to 1997-A. The
Partnership, Series E, L.P. Six and L.P. Seven received a 17.81%, 31.19%, 31.03%
and 19.97% interest, respectively, in 1997-A based on the present value of their
related contributions.  In September 1997, 1997-A securitized  substantially all
of its equipment leases and finance receivables and residuals. 1997-A became the
beneficial owner of a trust. The Partnership's  original investment was recorded
at cost and is  adjusted  by its share of  earnings,  losses  and  distributions
thereafter.

     Cash  distributions  to the limited  partners in 1998, 1997 and 1996, which
were paid monthly, totaled $4,074,331, $7,882,867 and $5,588,508,  respectively,
of  which  $681,477,   $669,963,   and  $2,514,930  was  investment  income  and
$3,392,854, $7,212,904 and $3,073,578 was a return of capital, respectively. The
monthly  annualized cash distribution rate to limited partners in 1998, 1997 and
1996 was 10.21%,  19.75% and 14.00%,  respectively,  of which  1.71%,  1.68% and
6.30% was investment income and 8.50%, 18.07% and 7.70% was a return of capital,
respectively,  calculated  as a  percentage  of each limited  partner's  initial
capital contribution. The limited partner distribution per weighted average unit
outstanding in 1998, 1997 and 1996 was $10.21, $19.75 and $14.00,  respectively,
of which  $1.71,  $1.68 and $6.30 was  investment  income and $8.50,  $18.07 and
$7.70 was a return of capital, respectively.

     As of December 31, 1998, 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.

Year 2000 Issue

    The Year 2000 issue arose because many existing  computer programs have been
written  using two digits rather than four to define the  applicable  year. As a
result,  programs could  interpret  dates ending in "00" as the year 1900 rather
than the year  2000.  In  certain  cases,  such  errors  could  result in system
failures  or  miscalculations   that  disrupt  the  operation  of  the  affected
businesses.



<PAGE>


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

                                December 31, 1998

    The Partnership  uses computer  information  systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General  Partner's primary computer  information  systems are provided by
third party vendors.  The General Partner has formally  communicated  with these
vendors and has received  assurance that their programs are Year 2000 compliant.
In addition,  the General Partner has gathered  information  about the Year 2000
readiness of  significant  vendors and  third-party  servicers  and continues to
monitor  developments  in this area.  All of the  General  Partner's  peripheral
computer  technologies,  such as its  network  operating  system and third party
software  applications,  including  payroll  and  electronic  banking  have been
evaluated and have been found to be Year 2000 compliant.  The ultimate impact of
the Year 2000  issue on the  Partnership  will  depend to a great  extent on the
manner in which the issue is addressed by the Partnership's lessees. Each of the
Partnership's  lessees will have a material  self interest in resolving any Year
2000 issue, however, non-compliance on the part of a lessee could result in lost
or  delayed  revenues  to the  Partnership.  The  effect  of  this  risk  to the
Partnership is not determinable.

    The General  Partner is responsible for costs relating to the assessment and
development of its Year 2000 compliance remediation plan, as well as the testing
of the hardware and software owned or licensed for its personal  computers.  The
General  Partner's  costs  incurred to date and  expected  future  costs are not
material.



<PAGE>


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

                                December 31, 1998



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, 1998 and 1997           15-16

Consolidated Statements of Operations for the Years Ended
  December 31, 1998, 1997 and 1996                                        17

Consolidated Statements of Changes in Partners' Equity for the
  Years Ended December 31, 1998, 1997 and 1996                            18

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1998, 1997 and 1996                                     19-21

Notes to Consolidated Financial Statements                             22-31





<PAGE>




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

                        Consolidated Financial Statements

                                December 31, 1998

                   (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,
1998 and 1997, 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,  1998.  These  consolidated  financial  statements  are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

As  discussed  in Note 1, the  Partnership's  reinvestment  period ended June 5,
1997. The  disposition  period began on June 6, 1997 and is expected to continue
through June 5, 2002.  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, 1998 and 1997,  and the results of
its operations and its cash flows for each of the years in the three-year period
ended  December 31, 1998,  in  conformity  with  generally  accepted  accounting
principles.



                                         /s/ KPMG LLC
                                         ---------------------------------------
                                         KPMG LLC


March 12, 1999
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>
                                                                   1998            1997
                                                                   ----            ----
       Assets

<S>                                                            <C>             <C>         
Cash .......................................................   $    645,739    $  1,154,378
                                                               ------------    ------------

Investment in finance leases
   Minimum rents receivable ................................      3,257,332       8,243,812
   Estimated unguaranteed residual values ..................      4,784,614       5,916,727
   Initial direct costs ....................................         42,566         131,110
   Unearned income .........................................       (621,676)     (1,442,524)
   Allowance for doubtful accounts .........................       (246,450)       (568,285)
                                                               ------------    ------------
                                                                  7,216,386      12,280,840

Investment in operating lease equipment, at cost ...........      6,819,250       6,819,250
Accumulated depreciation ...................................     (1,020,538)       (356,417)
                                                               ------------    ------------
                                                                  5,798,712       6,462,833

Investment in financings
   Receivables due in installments .........................      3,079,170       3,397,740
   Initial direct costs ....................................          1,418          12,344
   Unearned income .........................................     (1,045,785)     (1,137,678)
   Allowance for doubtful accounts .........................       (140,766)       (456,206)
                                                               ------------    ------------
                                                                  1,894,037       1,816,200

Equity investment in joint venture .........................        979,346       1,155,072
                                                               ------------    ------------

Accounts receivable from General Partner and affiliates, net         20,122            --
                                                               ------------    ------------

Other assets ...............................................         65,518         130,155
                                                               ------------    ------------

Total assets ...............................................   $ 16,619,860    $ 22,999,478
                                                               ============    ============

</TABLE>









                                                        (continued on next page)


<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                  December 31,
<TABLE>

                                                               1998           1997
                                                               ----           ----

Liabilities and Partners' Equity

<S>                                                       <C>             <C>         
Note payable ..........................................   $    870,801    $  2,027,139
Note payable - non-recourse - secured financing .......        499,037       1,195,311
Notes payable - non-recourse ..........................      6,366,111       8,713,846
Accounts payable to General Partner and affiliates, net           --           164,151
Security deposits, deferred credits and other payables       3,222,527       1,810,522
                                                          ------------    ------------
                                                            10,958,476      13,910,969

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ....................................       (288,004)       (253,733)
   Limited partners (399,118 units outstanding,
     $100 per unit original issue price ...............      5,949,388       9,342,242
                                                          ------------    ------------

Total partners' equity ................................      5,661,384       9,088,509
                                                          ------------    ------------

Total liabilities and partners' equity ................   $ 16,619,860    $ 22,999,478
                                                          ============    ============

</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>

                                                        1998           1997          1996
                                                        ----           ----          ----
Revenues
<S>                                                 <C>            <C>           <C>      
   Rental income ................................   $ 1,329,387    $   798,000   $      --
   Finance income ...............................     1,069,246      1,785,803     3,009,835
   Income from equity investment in joint venture       187,165        359,187          --
   Net gain on sales or remarketing of
     equipment ..................................       183,820        452,706     2,391,683
   Interest income and other ....................        27,195        141,715       240,111
   Income from leveraged leases, net ............          --             --         369,511
                                                    -----------    -----------   -----------

   Total revenues ...............................     2,796,813      3,537,411     6,011,140
                                                    -----------    -----------   -----------

Expenses

   Interest .....................................       782,539      1,121,197     1,651,940
   Depreciation .................................       664,121        356,417          --
   Management fees - General Partner ............       397,171        548,400       685,103
   General and administrative ...................       268,346        199,751       217,378
   Administrative expense reimbursements
     - General Partner ..........................       218,158        271,829       301,945
   Amortization of initial direct costs .........       178,117        363,087       614,441
   Reversal of allowance for doubtful accounts ..      (400,000)          --            --
                                                    -----------    -----------   -----------

   Total expenses ...............................     2,108,452      2,860,681     3,470,807
                                                    -----------    -----------   -----------

Net income ......................................   $   688,361    $   676,730   $ 2,540,333
                                                    ===========    ===========   ===========

Net income allocable to:
   Limited partners .............................       681,477        669,963   $ 2,514,930
   General Partner ..............................         6,884          6,767        25,403
                                                    -----------    -----------   -----------

                                                    $   688,361    $   676,730   $ 2,540,333
                                                    ===========    ===========   ===========

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

Net income per weighted average
   limited partnership unit .....................   $      1.71    $      1.68   $      6.30
                                                    ===========    ===========   ===========
</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, 1998, 1997 and 1996
<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, 1995                                   $19,630,161  $(149,805)  $19,480,356
                                                      
Cash distributions                                    
   to partners                $ 7.70       $6.30        (5,588,508)   (56,450)   (5,644,958)
                                                      
Limited partnership                                   
   units redeemed                                     
   (50 units)                                               (1,071)       -          (1,071)
                                                      
Net income                                               2,514,930     25,403     2,540,333
                                                       -----------  ---------   -----------
                                                      
Balance at                                            
   December 31, 1996                                    16,555,512   (180,852)   16,374,660
                                                      
Cash distributions                                    
   to partners                $18.07       $1.68        (7,882,867)   (79,648)   (7,962,515)
                                                      
Limited partnership                                   
   units redeemed                                     
   (40 units)                                                 (366)     -              (366)
                                                      
Net income                                                 669,963      6,767       676,730
                                                       -----------  ---------   -----------
                                                      
Balance at                                            
   December 31, 1997                                     9,342,242   (253,733)    9,088,509
                                                      
Cash distributions                                    
   to partners                $ 8.50       $1.71        (4,074,331)   (41,155)   (4,115,486)
                                                      
Net income                                                 681,477      6,884       688,361
                                                       -----------  ---------   -----------
                                                      
Balance at                                            
   December 31, 1998                                   $ 5,949,388  $(288,004)  $ 5,661,384
                                                       ===========  =========   ===========
</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>

                                                                 1998            1997            1996
                                                                 ----            ----            ----
Cash flows provided by operating activities:
<S>                                                          <C>             <C>             <C>         
   Net income ............................................   $    688,361    $    676,730    $  2,540,333
                                                             ------------    ------------    ------------
   Adjustments to reconcile net income to
   net cash provided by operating activities:
     Finance income portion of receivables paid
       directly to lenders by lessees ....................       (362,177)       (843,479)     (1,554,592)
     Rental income paid directly to lenders by lessees ...       (330,880)       (193,012)           --
     Amortization of initial direct costs ................        178,117         363,087         614,441
     Net gain on sales or remarketing of equipment .......       (183,820)       (452,706)     (2,391,683)
     Interest expense on non-recourse financing
       paid directly by lessees ..........................        581,922         811,948       1,200,696
     Interest expense accrued on non-recourse
       securitized debt ..................................          1,455           4,202          11,871
     Income from leveraged leases, net ...................           --              --          (369,511)
     Depreciation ........................................        664,121         356,417            --
     Income from equity investment in joint venture ......       (187,165)       (359,187)           --
     Changes in operating assets and liabilities:
       Collection of principal - non-financed receivables       1,467,879       1,791,373       1,726,064
       Collection of principal - leveraged leases ........           --              --           207,683
       Distributions from joint venture ..................        412,671       4,134,882            --
       Allowance for doubtful accounts ...................       (637,275)        120,722         100,170
       Investment in joint venture .......................        (49,780)       (125,000)           --
       Accounts payable to General Partner and
         affiliates, net .................................       (164,151)        145,745         (97,006)
       Security deposits, deferred credits
         and other payables ..............................      1,147,809       1,411,293          52,715
       Other, net ........................................         88,173         441,688        (419,557)
                                                             ------------    ------------    ------------

         Total adjustments ...............................      2,626,899       7,607,973        (918,709)
                                                             ------------    ------------    ------------

       Net cash provided by operating activities .........      3,315,260       8,284,703       1,621,624
                                                             ------------    ------------    ------------

Cash flows from investing activities:
   Proceeds from sales of equipment ......................      1,394,199       9,741,651      15,681,303
   Equipment and receivables purchased ...................           --        (7,030,431)    (15,977,478)
   Initial direct costs ..................................           --              --          (404,957)
                                                             ------------    ------------    ------------

       Net cash provided by (used in) investing activities      1,394,199       2,711,220        (701,132)
                                                             ------------    ------------    ------------
</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>

                                                         1998             1997           1996
                                                         ----             ----           ----

Cash flows from financing activities:
<S>                                                   <C>             <C>             <C>        
   Cash distributions to partners ...............     (4,115,486)     (7,962,515)     (5,644,958)
   Proceeds from notes payable - non-recourse ...        750,000            --              --
   Proceeds from note payable ...................           --         2,700,000            --
   Principal payments on note payable ...........     (1,156,338)       (672,861)           --
   Principal payments on non-recourse - secured
     financing ..................................       (696,274)       (933,227)     (1,998,938)
   Proceeds from revolving line of credit .......           --              --         5,250,000
   Principal payments on revolving line of credit           --        (3,386,421)     (1,863,579)
   Redemption of limited partnership units ......           --              (366)         (1,071)
                                                    ------------    ------------    ------------

       Net cash used in financing activities ....     (5,218,098)    (10,255,390)     (4,258,546)
                                                    ------------    ------------    ------------

   Net (decrease) increase in cash ..............       (508,639)        740,533      (3,338,054)

Cash at beginning of year .......................      1,154,378         413,845       3,751,899
                                                    ------------    ------------    ------------

Cash at end of year .............................   $    645,739    $  1,154,378    $    413,845
                                                    ============    ============    ============


</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

   Interest  expense of $782,539,  $1,121,197 and $1,651,940 for the years ended
December 31, 1998, 1997 and 1996 consisted of: interest  expense on non-recourse
financing  accrued or paid directly to lenders by lessees of $581,922,  $811,948
and  $1,200,696,  respectively,  and other  interest of  $200,617,  $309,249 and
$451,244, respectively.

   During the years ended December 31, 1998, 1997 and 1996,  non-cash activities
included the following:
<TABLE>

                                                           1998           1997          1996
                                                           ----           ----          ----
<S>                                                    <C>            <C>            <C>        
Principal and interest on finance receivables
     paid directly to lender by lessees ............   $ 2,971,276    $ 6,025,801    $ 8,606,303
Rental income assigned operating lease receivable ..       330,880        193,012           --
Principal and interest on non-recourse financing
     paid directly by lessees ......................    (3,302,156)    (6,218,813)    (8,606,303)

Decrease in investments in finance leases and
     financings due to contribution in joint venture          --       (4,805,767)          --
Increase in equity investment in joint venture .....          --        4,805,767           --

Non-recourse notes payable assumed in
     purchase price - finance and operating leases .          --        3,200,000      5,429,406
Fair value of equipment and receivables
     purchased for debt ............................          --       (3,200,000)    (5,429,406)

Decrease in investment in finance leases due
     to termination of leases ......................          --        1,035,175      3,869,025
Decrease in notes payable - non-recourse due to
     termination of leases .........................          --       (1,035,175)    (3,841,797)
Decrease in security deposits and deferred credits .          --          (27,228)
                                                       -----------    -----------    -----------
                                                       $      --      $     --       $     --
                                                       ===========    ===========    ===========
</TABLE>


<PAGE>


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

                   Notes to Consolidated Financial Statements

                                December 31, 1998

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  1997,  the  Partnership  redeemed 882 limited  partnership  units
leaving 399,118 limited partnership units outstanding at December 31, 1998.

     The Partnership's  reinvestment  period ended June 5, 1997. The disposition
period  began on June 6, 1997 and is expected to continue  through June 5, 2002.
During  the  disposition  period  the  Partnership  has,  and will  continue  to
distribute  substantially all  distributable  cash from operations and equipment
sales to the partners and begin the orderly  termination  of its  operations and
affairs.  The Partnership has not, and will not invest in any additional finance
or lease  transactions  during the  disposition  period.  During the disposition
period, the Partnership expects to recover, at a minimum,  the carrying value of
its assets.

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

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

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

2.   Significant Accounting Policies

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


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

amounts of assets and liabilities at the date of the financial  statements,  and
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates. In addition, management is required to disclose contingent
assets and liabilities.

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

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

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

     Disclosures  About Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments.  Separate  disclosure of fair value  information as of December 31,
1998 and 1997 with  respect  to the  Company's  assets  and  liabilities  is not
provided  because (i) SFAS No. 107 does not require  disclosures  about the fair
value of lease arrangements,  (ii) the carrying value of financial assets, other
than lease related investments, and payables approximates market value and (iii)
fair  value  information  concerning  certain  recourse  and  non-recourse  debt
obligations is not practicable to estimate without incurring  excessive costs to
obtain all the  information  that would be necessary to derive a market interest
rate.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Allowance for Doubtful  Accounts - The Partnership  records a provision for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful  accounts is based on an analysis of delinquency,  an assessment of
overall  risk and a review of  historical  loss  experience.  The  Partnership's
write-off  policy  is based on an  analysis  of the  aging of the  Partnership's
portfolio,  a review of the  non-performing  receivables  and leases,  and prior
collection experience.  An account is fully reserved for or written off when the
analysis  indicates that the probability of collection of the account is remote.
In 1998, the Partnership reversed $400,000 of amounts previously included in the
allowance for doubtful accounts.

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

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

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from release or resale of the equipment.  Generally,
quoted market  prices are used as the basis for measuring  whether an impairment
loss should be recognized. As a result, the Partnership's policy with respect to
measurement  and  recognition of an impairment  loss  associated  with estimated
residual  values  is  consistent  with the  requirements  of SFAS  No.  121 and,
therefore,  the Partnership's adoption of this Statement in the first quarter of
1996 had no material effect on the financial statements.

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

     New Accounting  Pronouncements - In June 1998 the FASB issued SFAS No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities."  SFAS No. 133
requires that an entity recognize all derivative instruments as either assets or
liabilities  in the balance sheet and measure those  instruments  at fair value.
SFAS No. 133 is effective for all quarters of fiscal years  beginning after June
15, 1999. The adoption of SFAS No. 133 is not expected to have a material effect
on the Partnership's net income, partners' equity or total assets.


<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.

      ICON Receivables 1997-A L.L.C.

      In March 1997 the  Partnership,  ICON Cash Flow  Partners  L.P. Six ("L.P.
Six"),  and ICON Cash Flow Partners L.P. Seven ("L.P.  Seven"),  contributed and
assigned  equipment  lease  and  finance   receivables  and  residuals  to  ICON
Receivables 1997-A L.L.C.  ("1997-A"),  a special purpose entity created for the
purpose  of  originating  leases,   managing  existing  contributed  assets  and
securitizing  its portfolio.  In September  1997 ICON Cash Flow Partners,  L.P.,
Series  E  ("Series  E"),  L.P.  Six and L.P.  Seven  contributed  and  assigned
additional  equipment lease and finance receivables and residuals to 1997-A. The
Partnership, Series E, L.P. Six and L.P. Seven received a 17.81%, 31.19%, 31.03%
and 19.97% interest, respectively, in 1997-A based on the present value of their
related contributions. The Partnership's contributions amounted to $4,805,767 in
assigned  leases and  $125,000 of cash in 1997 and  $49,780 of cash in 1998.  In
September 1997, 1997-A securitized substantially all of its equipment leases and
finance  receivables  and  residuals.  1997-A became the  beneficial  owner of a
trust.  The  Partnership's  original  investment  was  recorded  at cost  and is
adjusted by its share of earnings, losses and distributions thereafter.

      Information  as to the  financial  position and results of  operations  of
1997-A as of and for the year ended  December  31,  1998 and 1997 is  summarized
below:

                                       December 31, 1998   December 31, 1997

Assets                                    $31,845,710         $50,911,005
                                          ===========         ===========

Liabilities                               $27,065,004         $45,143,569
                                          ===========         ===========

Equity                                    $ 4,780,706         $ 5,767,436
                                          ===========         ===========

Partnership's share of equity             $   979,346         $ 1,155,072
                                          ===========         ===========

                                          Year Ended          Year Ended
                                       December 31, 1998   December 31, 1997

Net income                                $ 1,050,957         $ 1,298,430
                                          ===========         ===========

Partnership's share of net income         $   187,165         $   359,187
                                          ===========         ===========

Distributions to partners                 $ 2,367,147         $33,965,442
                                          ===========         ===========

Partnership's share of distributions      $   412,671         $ 4,134,882
                                          ===========         ===========


<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, 1998 are as follows:

                             Finance
                    Year     Leases     Financings      Total
                    ----     -------    ----------      -----
                    1999   $1,937,646   $  347,260   $2,284,906
                    2000      787,432      215,851    1,003,283
                    2001      319,365      170,283      489,648
                    2002       63,250       90,687      153,937
                    2003      149,639       84,000      233,639
              Thereafter         --      2,171,089    2,171,089
                           ----------   ----------   ----------
                           $3,257,332   $3,079,170   $6,336,502
                           ==========   ==========   ==========

5.   Investment in Operating Lease

     In June 1997 the  Partnership  acquired two DeHaviland  DHC-8-102  aircraft
currently on lease to U.S. Airways,  Inc. 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
October 1998 the Partnership borrowed an additional $750,000, bringing the total
non-recourse  debt relating to this  transaction to $3,950,000 (see Note 7). The
note bears interest at 10.34%.  The operating  lease expired in January 1999, at
which time the Partnership  extended the lease with U.S Airways,  Inc. The lease
extension  is for an  indefinite  term  whereby  either  lessee  or  lessor  can
terminate with 90 days prior notice.

     The  investment  in operating  leases at December  31, 1998,  1997 and 1996
consisted of the following:
<TABLE>

                                                 1998            1997          1996
                                                 ----            ----          ----

<S>                                           <C>            <C>            <C>        
Equipment cost, beginning of year .........   $ 6,819,250    $      --      $    14,095
Equipment purchases .......................          --        6,819,250           --
Equipment sold ............................          --             --          (14,095)
                                              -----------    -----------    -----------

Equipment cost, end of year ...............     6,819,250      6,819,250           --
                                              -----------    -----------    -----------

Accumulated depreciation, beginning of year      (356,417)          --          (12,305)
Depreciation ..............................      (664,121)      (356,417)          --
Equipment sold ............................          --             --           12,305
                                              -----------    -----------    -----------

Accumulated depreciation, end of year .....    (1,020,538)      (356,417)          --
                                              -----------    -----------    -----------

Investment in operating leases, end of year   $ 5,798,712    $ 6,462,833    $      --
                                              ===========    ===========    ===========
</TABLE>



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

6.   Allowance for Doubtful Accounts

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

                                          Finance                     Operating
                                          Leases       Financings       Leases         Total
                                          -------      ----------     ---------        -----

<S>                                     <C>            <C>            <C>            <C>        
Balance at December 31, 1995 .......   $   766,111    $   202,260    $       820    $   969,191

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

Balance at December 31, 1996 .......       651,546        252,223           --          903,769

     Accounts written-off ..........       (92,545)       (74,931)          --         (167,476)
     Recovery on accounts previously
       written-off .................         9,284        278,914           --          231,760
                                       -----------    -----------    -----------    -----------

Balance at December 31, 1997 .......       568,285        456,206           --        1,024,491

     Accounts written-off ..........      (209,007)       (47,034)          --         (256,041)
     Recovery on accounts previously
       written-off .................        18,766           --             --           18,766
     Reversal of allowance for
       doubtful accounts ...........      (131,594)      (268,406)          --         (400,000)
                                       -----------    -----------    -----------    -----------

Balance at December 31, 1998 .......   $   246,450    $   140,766    $      --      $   387,216
                                       ===========    ===========    ===========    ===========
</TABLE>

7.   Notes Payable

     In May 1997 the Partnership  borrowed  $2,700,000 from a bank pursuant to a
four year term loan agreement.  The loan agreement grants a security interest in
certain Partnership  payments and collateral for a specified group of leases and
financing  transactions.  The note  bears  interest  at 9.25% and is  payable in
monthly  installments.  In addition,  the loan  agreement  contains  restrictive
covenants  which include the  maintenance  of minimum  tangible net worth and of
certain  financial  ratios.  The  Partnership was in compliance with the related
covenants  at December  31,  1998.  The  Partnership  had  $870,801  outstanding
relating to this note payable at December 31, 1998.

     In December 1995 the  Partnership  borrowed  $4,148,838  by pledging  lease
receivables  and granting a security  interest in the  underlying  equipment and
receivables relating to a specified group of leases and financing  transactions.
The loan (described herein as notes payable - non-recourse - secured  financing)
bears interest at a fixed rate of 8.02%, and is payable from receivable proceeds
from the portfolio that has secured it. The Partnership had $499,037 outstanding
under the note at December 31, 1998.


<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
currently on lease to U.S. Airways,  Inc. The purchase price totaled  $6,819,250
and the Partnership assumed $3,200,000 in non-recourse debt (described herein as
notes  payable -  non-recourse).  In October  1998 the  Partnership  borrowed an
additional  $750,000,  bringing  the total  non-recourse  debt  relating to this
transaction  to  $3,950,000.  The note bears  interest at 10.34%.  The operating
lease expired in January 1999, at which time the Partnership  extended the lease
with U.S Airways,  Inc. The extension is for an indefinite  term whereby  either
lessee or lessor can terminate with 90 days prior notice.

     Included  in notes  payable  non-recourse  is  $168,780  in  notes  payable
non-recourse  due to various third parties in conjunction  with the purchase and
assignment of lease transactions as they relate to residual sharing  agreements.
The notes are payable only to the extent certain residuals are realized.

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

                             Note Payable
                             Non-Recourse     Notes Payable
             Note Payable  Secured Financing  Non-Recourse       Total
             ------------  -----------------  ------------       -----
      1999   $  592,631      $  434,313        $5,356,213      $6,383,157
      2000      205,076          64,724           663,439         933,239
      2001       73,094            --             216,461         289,555
      2002         --              --             129,998         129,998
             ----------      ----------        ----------      ----------
             $  870,801      $  499,037        $6,366,111      $7,735,949
             ==========      ==========        ==========      ==========
                                                              
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, 1998,  1997 and 1996
are as follows:
                                                     Charged to
                                       Capitalized   Operations

Acquisition fees ....................   $404,957      $   --
Management fees .....................       --         685,103
Administrative expense reimbursements       --         301,945
                                        --------      --------
Year ended December 31, 1996 ........   $404,957      $987,048
                                        ========      ========
                                                     
Management fees .....................   $   --        $548,400
Administrative expense reimbursements       --         271,829
                                        --------      --------
Year ended December 31, 1997 ........   $   --        $820,229
                                        ========      ========
                                                     
Management fees .....................   $   --        $397,171
Administrative expense reimbursements       --         218,158
                                        --------      --------
Year ended December 31, 1998 ........   $   --        $615,329
                                        ========      ========
                                                     
                                                  
<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     In  August  1996 the  Partnership  acquired  a  financing  transaction  for
$8,756,291.  The financing represented the free cash interest and first priority
rights to $4,000,000 of future residual  proceeds  relating to a leveraged lease
owned by an affiliate, L.P. Seven. L.P. Seven acquired, subject to the leveraged
lease,  the residual  interest in an aircraft on lease to Federal  Express Corp.
The aircraft is a 1986  McDonnell  Douglas  DC-10-30F,  and the lease expires in
July  2004.  In January  1997 the  Partnership  refinanced  all of its free cash
interest  and  $2,000,000  of  its  residual  position  to a  third  party.  The
Partnership's  remaining  investment  consists of the first  priority  rights to
$2,000,000 of future residual proceeds relating to the leveraged lease.

9.    Security Deposits, Deferred Credits and Other Payables

      Security  deposits,  deferred  credits and other  payables at December 31,
1998 and December 31, 1997 include  $2,097,485  and $632,213,  respectively,  of
proceeds  received on residuals which will be applied upon final  remarketing of
the related equipment.

10.  Subsidiary

     In December 1994 the Partnership  formed a wholly owned subsidiary,  ICON D
Corp., a Massachusetts corporation, formed for the purpose of managing equipment
under lease located in the state of  Massachusetts.  Massachusetts  partnerships
are  taxed  for  personal  property  at a higher  rate  than  corporations,  and
therefore,  to  mitigate  such excess  property  tax,  certain  leases are being
managed by ICON D Corp, a corporation.  The Partnership's consolidated financial
statements include 100% of the accounts of ICON D Corp. As of December 31, 1998,
there was no federal tax liability for ICON D Corp.

11.  Commitments and Contingencies

     The  Partnership  has  entered  into   remarketing  and  residual   sharing
agreements with third parties. In connection therewith,  remarketing or residual
proceeds  received  in excess of  specified  amounts  will be shared  with third
parties based on specified formulas. For the years ended December 31, 1998, 1997
and 1996, the Partnership paid $116,400, $366,466 and $266,469, respectively, to
third parties as their share of the proceeds.




<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

12.  Tax Information (Unaudited)

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

                                          1998          1997            1996
                                          ----          ----            ----

Net income per financial statements   $   688,361    $   676,730    $ 2,540,333

Differences due to:
   Direct finance leases ..........     3,337,161      5,998,911      3,115,234
   Depreciation and amortization ..    (3,431,801)    (4,339,289)      (129,832)
   Provision for losses ...........       162,724        138,489       (156,596)
   Loss on sale of equipment ......      (349,203)       631,921     (2,336,699)
   Other ..........................      (320,877)       376,745         64,867
                                      -----------    -----------    -----------

Partnership income for
   federal income tax purposes ....   $    86,365    $ 3,483,507    $ 3,097,307
                                      ===========    ===========    ===========

   As of December 31,  1998,  the  partners'  capital  accounts  included in the
financial  statements  totaled  $5,661,384  compared  to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $19,482,007  (unaudited).  The
difference  arises  primarily  from  commissions  reported as a reduction in the
partners'  capital for financial  reporting  purposes but not for federal income
tax  purposes,  and  temporary  differences  related to direct  finance  leases,
depreciation and provision for losses.




<PAGE>


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

                                December 31, 1998

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

     None

PART III

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

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

Kevin F. Redmond               Chief Financial Officer


<PAGE>


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

                                December 31, 1998

     Beaufort J. B. Clarke,  age 53, is Chairman,  Chief  Executive  Officer and
Director  of  both  the  General   Partner  and  ICON   Securities   Corp.  (the
"Dealer-Manager"). Prior to his present position, Mr. Clarke was founder and the
President  and Chief  Executive  Officer of Griffin  Equity  Partners,  Inc. Mr.
Clarke formerly was an attorney with Shearman and Sterling and has over 20 years
of senior management experience in the United States leasing industry.

     Paul B. Weiss,  age 38, is President  and Director of the General  Partner.
Mr. Weiss has been  exclusively  engaged in lease portfolio  acquisitions  since
1988 from his  affiliations  with Griffin  Equity  Partners (as  Executive  Vice
President and  co-founder in 1993);  Gemini  Financial  Holdings (as Senior Vice
President-Portfolio  Acquisitions  and a member of the executive  committee from
1991-1993)  and  Pegasus  Capital   Corporation  (as  Vice   President-Portfolio
Acquisitions). He was previously an investment banker and a commercial banker

     Thomas W.  Martin,  age 45, is  Executive  Vice  President  of the  General
Partner and Director or the Dealer-Manager.  Prior to his present position,  Mr.
Martin was the Executive Vice President and Chief  Financial  Officer of Griffin
Equity Partners, Inc. Mr. Martin has 14 years of senior management experience in
the leasing business.

     Kevin F. Redmond,  age 36, is Chief  Financial  Officer of both the General
Partner and the Dealer-Manager.  Prior to his present position,  Mr. Redmond was
Vice President and Controller of the General  Partner,  Manager of Accounting at
NationsCredit  Corp.  and Audit Manager with the  accounting  firm of Deloitte &
Touche.



<PAGE>


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

                                December 31, 1998

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, 1998, 1997 and 1996.
<TABLE>

                                              Type of
        Entity          Capacity           Compensation             1998      1997       1996
        ------          --------           ------------             ----      ----       ----

<S>                 <C>                 <C>                       <C>       <C>       <C>       
ICON Capital Corp.  Manager            Acquisition fees          $   -     $   -     $  404,957
ICON Capital Corp.  General Partner    Management fees            397,171   548,400     685,103
ICON Capital Corp.  General Partner    Administrative expense
                                         reimbursements           218,158   271,829     301,945
                                                                 --------  --------  ----------

                                                                 $615,329  $820,229  $1,392,005
                                                                 ========  ========  ==========
</TABLE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

 (b) As of March 15, 1999,  Directors and Officers of the General Partner do not
own any equity securities of the Partnership.

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

    Title                                                               Percent
  of Class                   Amount Beneficially Owned                 of Class
  --------                   -------------------------                 --------
General Partner     Represents initially a 1% and potentially a           100%
  Interest          10% interest in the Partnership's income, gain
                    and loss deductions.

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

Item 13.  Certain Relationships and Related Transactions

     See  Item  11  for  a  discussion  of  the   Partnership's   related  party
transactions.  See Note 3 for a discussion  of the  Partnership's  related party
investment in joint venture.


<PAGE>


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

                                December 31, 1998

PART IV

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

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

     2.  Financial Statement Schedule - None.

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

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

(a) 1. Financial  Statements - See accompanying  index to financial  statements,
    Item 8.

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

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

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

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

(b)  Reports on Form 8-K

No reports on Form 8-K were filed by the  Partnership  during the quarter  ended
December 31, 1998.



<PAGE>


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

                                December 31, 1998

                                   SIGNATURES


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

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


Date: March 30, 1999         /s/ Beaufort J.B. Clarke
                             ------------------------
                             Beaufort J.B. Clarke
                             Chairman, Chief Executive Officer and Director

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

ICON Capital Corp.
sole General Partner of the Registrant

Date:  March 30, 1999        /s/ Beaufort J.B. Clarke
                             ---------------------------------------------------
                             Beaufort J.B. Clarke
                             Chairman, Chief Executive Officer and Director


Date:  March 30, 1999        /s/ Paul B. Weiss
                             ---------------------------------------------------
                             Paul B. Weiss
                             President and Director


Date:  March 30, 1999        /s/ Kevin F. Redmond
                             ---------------------------------------------------
                             Kevin F. Redmond
                             Chief Financial Officer
                             (Principal Financial and Account Officer)

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

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


<PAGE>