SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) March 29, 1996
CYPRESS EQUIPMENT FUND, LTD.
(Exact Name of Registrant as Specified in its Charter)
Florida 0-19021 59-2927387
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
880 Carillon Parkway, St. Petersburg, Florida 33716
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number (Including Area Code) (813) 573-3800
Item 2. Acquisition or Disposition of Assets
On March 29, 1996, Cypress Equipment Fund, Ltd., a limited partnership
organized under the laws of the State of Florida (the "Seller"), sold to ICON
Cash Flow Partners, L.P., Series D, a Delaware limited partnership, (the
"Buyer"), two oil storage tank facilities and two parcels of real property.
The cash proceeds received by the Seller were $2,369,615.92.
Item 7. Financial Statements and Exhibits
(a) Exhibits
28.81 Purchase and Assignment Agreement dated as of this January 31, 1996
by and between Cypress Equipment Fund, Ltd., a Florida limited
partnership with its principal office and place of business at 880
Carillion Parkway, St. Petersburg, Florida ("Seller"), and ICON Cash
Flow Partners, L.P., Series D, a Delaware limited partnership with
its principal office and place of business at 600 Mamaroneck Avenue,
Harrison, NY 10528, ("Buyer").
28.82 Bill of Sale dated as of January 31, 1996 between Cypress Equipment
Fund, Ltd., a Florida limited partnership ("Seller"), and ICON Cash
Flow Partners, L.P., Series D, a Delaware limited partnership
("Buyer").
28.83 Assignment and Assumption Agreement dated January 31, 1996 between
between Cypress Equipment Fund, Ltd., a Florida limited partnership
("Seller"), and ICON Cash Flow Partners, L.P., Series D, a Delaware
limited partnership ("Buyer").
28.84 Assignment of Warranties and Consent dated January 31, 1996, between
Cypress Equipment Fund, Ltd., a Florida limited partnership
"Seller"), and ICON Cash Flow Partners, L.P., Series D, a Delaware
limited partnership ("Buyer").
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
Cypress Equipment Fund, Ltd.
A Florida Limited Partnership
RJ Leasing - 2, Inc.
A General Partner
Date: June 3, 1996 By: /s/ J. Davenport Mosby, III
J. Davenport Mosby, III
President
