ICON CASH FLOW PARTNERS LP SERIES B
10-Q/A, 1999-02-23
EQUIPMENT RENTAL & LEASING, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q/A



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

For the period ended                        September 30, 1998
                     -----------------------------------------------------------

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

For the transition period from                           to
                               -------------------------    --------------------

Commission File Number                      0-27822
                       ---------------------------------------------------------

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


         Delaware                                          13-3518939
- --------------------------------------------------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)


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


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



         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>


PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements

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

                                 Balance Sheets

                                   (unaudited)
<TABLE>

                                                          September 30,  December 31,
                                                              1998           1997
Assets

<S>                                                       <C>            <C>        
Cash ..................................................   $    42,285    $   139,915
                                                          -----------    -----------

Investment in finance leases
   Minimum rents receivable ...........................       757,661      1,229,282
   Estimated unguaranteed residual values .............       240,689        251,860
   Unearned income ....................................      (121,408)      (220,468)
   Allowance for doubtful accounts ....................       (39,009)       (50,407)
                                                          -----------    -----------
                                                              837,933      1,210,267
                                                          -----------    -----------
Investment in financings
   Receivables due in installments ....................       485,683        805,841
   Unearned income ....................................       (50,971)       (97,213)
   Allowance for doubtful accounts ....................       (19,827)       (42,827)
                                                          -----------    -----------
                                                              414,885        665,801
                                                          -----------    -----------

Other assets ..........................................           100         50,650
                                                          -----------    -----------

Total assets ..........................................   $ 1,295,203    $ 2,066,633
                                                          ===========    ===========

 Liabilities and Partners' Equity

Notes payable .........................................   $   697,544    $ 1,048,541
Accounts payable to General Partner and affiliates, net       101,960        103,840
Accounts payable ......................................        14,772         58,953
Security deposits and deferred credits ................         9,293         13,541
                                                          -----------    -----------
                                                              823,569      1,224,875
                                                          -----------    -----------
Commitments and Contingencies

Partners' equity (deficiency)
  General Partner .....................................      (167,255)      (163,555)
  Limited partners (199,800 units outstanding,
     $100 per unit original issue price) ..............       638,889      1,005,313
                                                          -----------    -----------

Total partners' equity ................................       471,634        841,758
                                                          -----------    -----------

Total liabilities and partners' equity ................   $ 1,295,203    $ 2,066,633
                                                          ===========    ===========
</TABLE>

See accompanying notes to unaudited financial statements.


<PAGE>


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

                            Statements of Operations

                                   (unaudited)

<TABLE>

                                            For the Three Months      For the Nine Months
                                             Ended September 30,      Ended September 30,
                                             1998          1997       1998         1997
                                             ----          ----       ----         ----
Revenues
<S>                                       <C>          <C>         <C>          <C>      
   Net gain on sales or
     remarketing of equipment .........   $  98,473    $  86,828   $ 186,194    $ 129,348
   Finance income .....................      39,999       67,812     139,433      213,051
   Interest income and other ..........       2,610       16,448      27,002       36,628
   Income from equity investment
     in joint venture .................        --          2,586        --         12,241
                                          ---------    ---------   ---------    ---------

   Total revenues .....................     141,082      173,674     352,629      391,268
                                          ---------    ---------   ---------    ---------

Expenses

   Interest ...........................      16,839       28,531      63,296       81,474
   General and administrative .........      15,153       12,559      41,112       49,218
   Administrative expense reimbursement
     - General Partner ................       4,890        8,256      16,147       32,150
   Reversal of allowance for
     doubtful accounts ................     (36,892)        --       (36,892)        --
                                          ---------    ---------   ---------    ---------

   Total expenses .....................         (10)      49,346      83,663      162,842
                                          ---------    ---------   ---------    ---------

Net income ............................   $ 141,092    $ 124,328   $ 268,966    $ 228,426
                                          =========    =========   =========    =========

Net income allocable to:
   Limited partners ...................   $ 139,681    $ 123,085   $ 266,276    $ 226,142
   General Partner ....................       1,411        1,243       2,690        2,284
                                          ---------    ---------   ---------    ---------

                                          $ 141,092    $ 124,328   $ 268,966    $ 228,426
                                          =========    =========   =========    =========
Weighted average number of limited
   partnership units outstanding ......     199,800      199,800     199,800      199,800
                                          =========    =========   =========    =========

Net income per weighted average
   limited partnership unit ...........   $     .70    $     .62   $    1.33    $    1.13
                                          =========    =========   =========    =========
</TABLE>


See accompanying notes to unaudited financial statements.


<PAGE>


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

                    Statements of Changes in Partners' Equity

                For the Nine Months Ended September 30, 1998 and
                the Years Ended December 31, 1997, 1996 and 1995

                                   (unaudited)
<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, 1994                                  $ 4,887,191    $  (124,383)   $ 4,762,808
                                                   
Cash distributions                                 
  to partners ......   $5.89        $3.11             (1,799,763)       (18,180)    (1,817,943)
                                                   
Limited partnership                                
  units redeemed                                   
  (200 units) ......                                      (3,967)          --           (3,967)
                                                   
Net income .........                                     621,599          6,279        627,878
                                                     -----------    -----------    -----------
                                                   
Balance at                                         
  December 31, 1995                                    3,705,060       (136,284)     3,568,776
                                                   
Cash distributions                                 
  to partners ......   $6.28        $2.72             (1,798,200)       (18,164)    (1,816,364)
                                                   
Net income .........                                     543,890          5,494        549,384
                                                     -----------    -----------    -----------
                                                   
Balance at                                         
  December 31, 1996                                    2,450,750       (148,954)     2,301,796
                                                   
Cash distributions                                 
  to partners ......   $7.23        $1.77             (1,798,200)       (18,164)    (1,816,364)
                                                   
Net income .........                                     352,763          3,563        356,326
                                                     -----------    -----------    -----------
                                                   
Balance at                                         
  December 31, 1997                                    1,005,313       (163,555)       841,758
                                                   
Cash distributions                                 
  to partners ......   $1.84        $1.33               (632,700)        (6,390)      (639,090)
                                                   
Net income .........                                     266,276          2,690        268,966
                                                     -----------    -----------    -----------
                                                   
Balance at                                         
  September 30, 1998                                 $   638,889    $  (167,255)   $   471,634
                                                     ===========    ===========    ===========
</TABLE>
                                               
See accompanying notes to unaudited financial statements.


<PAGE>


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

                            Statements of Cash Flows

                     For the Nine Months Ended September 30,

                                   (unaudited)
<TABLE>

                                                                       1998          1997
                                                                       ----          ----

Cash flows provided by operating activities:
<S>                                                                <C>            <C>        
   Net income ..................................................   $   268,966    $   228,426
                                                                   -----------    -----------
   Adjustments to reconcile net income to net cash
     provided by operating activities:
      Net gain on sales or remarketing of equipment ............      (186,194)      (129,348)
      Collection of principal - non-financed receivables .......       590,232        595,748
      Finance income portion of receivables paid
         directly to lenders by lessees ........................          --           (7,297)
      Interest expense on non-recourse financing paid
         directly by lessees ...................................          --            3,798
      Income from equity investment in joint venture ...........          --          (12,241)
      Distribution from investment in joint venture ............          --          154,408
      Changes in operating assets and liabilities:
         Security deposits, deferred credits and account payable       (48,429)        65,870
         Allowance for doubtful accounts .......................       (34,398)       (28,974)
         Accounts payable to General Partner and affiliates, net        (1,880)       (61,099)
         Other, net ............................................        (2,938)        50,701
                                                                   -----------    -----------

          Total adjustments ....................................       316,393        631,566
                                                                   -----------    -----------

      Net cash provided by operating activities ................       585,359        859,992
                                                                   -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment ............................       307,098        288,985
   Equipment and receivables purchased .........................          --         (822,592)
                                                                   -----------    -----------

      Net cash provided by (used in) investing activities ......       307,098       (533,607)
                                                                   -----------    -----------

Cash flows from financing activities:
   Cash distributions to partners ..............................      (639,090)    (1,362,273)
                                                                                  -----------
   Principal payments on note payable ..........................      (350,997)      (321,013)
   Proceeds from note payable ..................................          --        1,500,000
                                                                   -----------    -----------

      Net cash used in financing activities ....................      (990,087)      (183,286)
                                                                   -----------    -----------

Net increase (decrease) in cash ................................       (97,630)       143,099

Cash, beginning of period ......................................       139,915        123,486
                                                                   -----------    -----------

Cash, end of period ............................................   $    42,285    $   266,585
                                                                   ===========    ===========
</TABLE>

See accompanying notes to unaudited financial statements.


<PAGE>


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

                      Statements of Cash Flows (continued)

Supplemental Disclosures of Cash Flow Information

      During  the nine  months  ended  September  30,  1998 and  1997,  non-cash
activities included the following:

                                                           1998          1997
                                                           ----          ----

Principal and interest on direct finance
   receivables paid directly to lenders by lessees            --      $ 268,952
Principal and interest on non-recourse financing
 paid directly by lessees                                     --       (268,952)
                                                        ----------    ---------

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

        Interest  expense of  $63,296  and  $81,474  for the nine  months  ended
September  30, 1998 and 1997  consisted of interest  expense on notes payable of
$62,058 and $77,676,  interest  expense on affiliate  note of $1,238 and $0, and
interest expense on non-recourse  financing  accrued or paid directly to lenders
by lessees of $0 and $3,798 respectively.


<PAGE>


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

                     Notes to Unaudited Financial Statements

                               September 30, 1998


1.    Basis of Presentation

      The financial  statements of ICON Cash Flow Partners,  L.P., Series B (the
"Partnership")  have been prepared  pursuant to the rules and regulations of the
Securities  and  Exchange   Commission  (the  "SEC")  and,  in  the  opinion  of
management,  include  all  adjustments  (consisting  only  of  normal  recurring
accruals)  necessary  for a fair  statement  of income  for each  period  shown.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or  omitted  pursuant  to such SEC rules and  regulations.
Management  believes  that  the  disclosures  made  are  adequate  to  make  the
information presented not misleading. The results for the interim period are not
necessarily  indicative  of the  results  for the  full  year.  These  financial
statements should be read in conjunction with the financial statements and notes
included in the Partnership's 1997 Annual Report on Form 10-K.

2.    Amendment to Partnership Agreement

     The  Partnership's  original  Reinvestment  Period  expired on November 15,
1995, five years after the Final Closing Date. The General Partner distributed a
Definitive  Consent Statement to the Limited Partners to solicit approval of two
amendments to the Partnership  Agreement.  A majority of the limited partnership
units  outstanding  responded  affirmatively,  and the amendments  were adopted.
These  amendments  are  effective  from and after  November 15, 1995 and were as
follows:  (1) extended the Reinvestment  Period for a maximum of four additional
years and likewise delayed the start and end of the Liquidation  Period, and (2)
eliminated the Partnership's  obligation to pay the General Partner a portion of
accrued and unpaid  management  fees, and any additional  management  fees which
would otherwise accrue during the present Liquidation Period. The portion of the
accrued and unpaid  management fees that would be payable to the General Partner
will  be  returned  to the  Partnership  in the  form of an  additional  Capital
Contribution by the General Partner.

3.    Related Party Transactions

      For the nine months ended  September 30, 1998 and 1997, no management fees
were  accrued  or  paid  to the  General  Partner.  (See  Note 2 for  additional
information  regarding management fees.) For the nine months ended September 30,
1998  and  1997,  the  Partnership  paid  or  accrued  to  the  General  Partner
administrative  expense  reimbursements  of $16,147 and  $32,150,  respectively,
which were charged to operations.

         In March 1998, an affiliate,  ICON Cash Flow Partners,  L.P., Series C,
lent the  Partnership  $150,000.  The loan bore interest at the rate of 11%. The
loan was  repaid  in June  1998.  The  Partnership  paid  $1,238 to Series C for
interest related to the note.


     For the nine months ended  September 30, 1998 and 1997 no acquisition  fees
were paid or accrued by the Partnership.

4.  Year 2000

     The Partnership relies on computer  information systems for its transaction
processing  and for general data  processing.  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,  the program 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.

     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 parties 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 B
                        (A Delaware Limited Partnership)

                               September 30, 1998

Item 2. 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, financings and equity investment in joint venture of 67%, 33% and 0%, of
total  investments at September 30, 1998,  respectively,  and 58%, 34% and 8% of
total investments at September 30, 1997, respectively.

Results of Operations

Three Months Ended September 30, 1998 and 1997

     The Partnership did not lease or finance any equipment for the three months
ended September 30, 1998 and 1997.

     Revenues  for the three  months  ended  September  30, 1998 were  $141,082,
representing  a decrease of $32,592 or 19% from 1997.  The  decrease in revenues
was  attributable  to a decrease in finance income of $27,813 or 41%, a decrease
in  interest  income and other of $13,838 or 84%,  and a decrease in income from
joint venture of $2,586 or 100% from 1997. These decreases were partially offset
by an increase in net gain on sale or  remarketing  of  equipment  of $11,645 or
13%.  Finance  income  decreased  due to a decrease in the  average  size of the
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.  The decrease in
income from equity  investment in joint venture resulted from the  Partnership's
1997 sale of its investment in the joint  venture.  The increase in the net gain
on sales or  remarketing  of  equipment  resulted  from an increase in the total
number of leases maturing and the underlying  equipment being sold or remarketed
for which proceeds received were in excess of the remaining carrying value.

      Expenses  for the three  months  ended  September  30,  1998  were  $(10),
representing  a change of $49,356  from  1997.  The  decrease  in  expenses  was
attributable  to a decrease in interest  expense of $11,692 or 41%,a decrease in
administrative  expense  reimbursements  of $3,366 or 41% and a reduction of the
allowance  for doubtful  accounts of $36,892.  These  decreases  were  partially
offset by an increase in general  and  administrative  expense of $2,594 or 21%.
The decrease in interest  expense  resulted  from a decrease in the average debt
outstanding from 1997 to 1998.  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  resulted from an analysis of
delinquency,  an  assessment  of overall  risk and a review of  historical  loss
experience. The increase in general and administrative expenses resulted from an
increase in professional services.

      Net income for the three  months  ended  September  30,  1998 and 1997 was
$141,092 and $124,328, respectively. The net income per weighted average limited
partnership unit was $.70 and $.62 for 1998 and 1997, respectively.

Nine Months Ended September 30, 1998 and 1997

      For the nine months ended  September  30, 1998 and 1997,  the  Partnership
leased  or  financed  equipment  with  an  initial  cost  of  $0  and  $822,592,
respectively, to 0 and 10 lessees or equipment users, respectively. The weighted
average initial  transaction term relating to these  transactions in 1997 was 37
months.


<PAGE>


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

                               September 30, 1998

      Revenues  for the nine months  ended  September  30,  1998 were  $352,629,
representing  a decrease of $38,639 or 10% from 1997.  The  decrease in revenues
was  attributable  to a decrease in finance income of $73,618 or 35%, a decrease
in income  from equity  investment  in joint  venture of $12,241 or 100%,  and a
decrease in interest  income and other of $9,626 or 26%.  These  decreases  were
partially offset by an increase in net gain on sales or remarketing of equipment
of $56,846 or 44%. The decrease in finance  income  resulted  from a decrease in
the average size of the portfolio from 1997 to 1998. The decrease in income from
equity investment in joint venture resulted from the Partnership's  1997 sale of
its investment in the joint venture.  The decrease in interest  income and other
was a result of a decrease in the average cash  balance  from 1997 to 1998.  The
increase  in net gain on sales or  remarketing  of  equipment  resulted  from an
increase in the total  number of leases  maturing and the  underlying  equipment
being  sold or  remarketed  for which  proceeds  received  were in excess of the
remaining carrying value.

      Expenses  for the nine  months  ended  September  30,  1998 were  $83,663,
representing  a decrease of $79,179 or 49% from 1997.  The  decrease in expenses
was attributable to a decrease in interest expense of $18,178 or 22%, a decrease
in  administrative  expense  reimbursements  of $16,003  or 50%,  a decrease  in
general  and  administrative  expense  of $8,106 or 16% and a  reduction  of the
allowance for doubtful accounts of $36,892.  Interest expense decreased due to a
decrease  in the  average  debt  outstanding  from 1997 to 1998.  Administrative
expense reimbursements and general and administrative expense decreased due to a
decrease in the average size of the portfolio  from 1997 to 1998.  The reduction
of the allowance for doubtful accounts resulted from an analysis of delinquency,
an assessment of overall risk and a review of historical loss experience.

      Net income  for the nine  months  ended  September  30,  1998 and 1997 was
$268,966 and $228,426, respectively. The net income per weighted average limited
partnership unit was $1.33 and $1.13 for 1998 and 1997, respectively.

Liquidity and Capital Resources

      The  Partnership's  primary  sources  of funds for the nine  months  ended
September 30, 1998 and 1997 were net cash provided by operations of $585,359 and
$859,992,  respectively,  and  proceeds  from sales of equipment of $307,098 and
$288,985,  respectively. These funds were used to purchase equipment in 1997, to
fund cash  distributions  and to make payments on  borrowings.  The  Partnership
intends to fund future cash  distributions,  to the extent funds are  available,
utilizing cash provided by operations and proceeds from sales of equipment.

      Cash distributions to limited partners for the nine months ended September
30, 1998 and 1997, which were paid monthly, totaled $632,700 and $1,348,650,  of
which  $266,276 and $226,142 was  investment  income and $366,424 and $1,122,508
was a return of capital,  respectively. The monthly annualized cash distribution
rate to  limited  partners  was  4.22%  and  9.00% of which  1.78% and 1.67% was
investment  income  and 2.44% and 7.33% was a return of  capital,  respectively,
calculated as a percentage of each partner's initial capital  contribution.  The
limited partner  distribution per weighted average unit outstanding for the nine
months ended September 30, 1998 and 1997 was $3.17 and $6.75, of which $1.33 and
$1.13 was  investment  income and $1.84 and $5.62 was a return of capital.  As a
result of a review and analysis of the  Partnership's  projected  cash flow, the
Partnership  has decreased the  distribution  rate to an annualized  rate of 1%.
This change was effective for the September 1, 1998 distribution.



<PAGE>


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

                               September 30, 1998

     The  Partnership's  original  Reinvestment  Period  expired on November 15,
1995, five years after the Final Closing Date. The General Partner distributed a
Definitive  Consent Statement to the Limited Partners to solicit approval of two
amendments to the Partnership  Agreement.  A majority of the limited partnership
units  outstanding  responded  affirmatively,  and the amendments  were adopted.
These  amendments  are  effective  from and after  November 15, 1995 and were as
follows:  (1) extended the Reinvestment  Period for a maximum of four additional
years and likewise delay the start and end of the  Liquidation  Period,  and (2)
eliminated the Partnership's  obligation to pay the General Partner a portion of
accrued and unpaid  management  fees, and any additional  management  fees which
would otherwise accrue during the present Liquidation Period. The portion of the
accrued and unpaid  management fees that would be payable to the General Partner
will  be  returned  to the  Partnership  in the  form of an  additional  capital
contribution by the General Partner.

     The Partnership relies on computer  information systems for its transaction
processing  and for general data  processing.  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,  the program 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.

     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 parties 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.

      As of  September  30,  1998,  except as noted  above,  there were no known
trends or demands, commitments, events or uncertainties which are likely to have
any material effect on liquidity.  As cash is realized from operations and sales
of equipment, the Partnership will invest in equipment leases and financings and
make  cash  distributions  where  it  deems it to be  prudent,  while  retaining
sufficient cash to meet its reserve  requirements  and recurring  obligations as
they become due.


<PAGE>


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


PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K

No reports or Form 8-K were filed by the  Partnership  during the quarter  ended
September 30, 1998.



<PAGE>


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



                                   SIGNATURES


      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 thereunto duly authorized.

                                         ICON CASH FLOW PARTNERS, L.P., SERIES B
                                         File No. 33-28145 (Registrant)
                                         By its General Partner,
                                         ICON Capital Corp.





  February 18, 1999                      /s/ Kevin F. Redmond
- --------------------                     ---------------------------------------
        Date                             Kevin F. Redmond
                                         Vice President and Chief
                                           Financial Officer
                                         (Principal financial and account 
                                          officer of the General Partner
                                          of the Registrant)



<PAGE>



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>                     5
<NAME>                        ICON Cash Flow Partners, L.P., Series B
<CIK>                         0000849278

       
<S>                            <C>
<PERIOD-TYPE>                                  9-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-END>                                   SEP-30-1998
<CASH>                                            42,285
<SECURITIES>                                           0
<RECEIVABLES>                                  1,243,344
<ALLOWANCES>                                      58,836
<INVENTORY>                                            0
<CURRENT-ASSETS> *                                     0
<PP&E>                                                 0
<DEPRECIATION>                                         0
<TOTAL-ASSETS>                                 1,295,203
<CURRENT-LIABILITIES> **                               0 
<BONDS>                                          697,544
                                  0
                                            0
<COMMON>                                               0
<OTHER-SE>                                       471,634
<TOTAL-LIABILITY-AND-EQUITY>                   1,295,203
<SALES>                                          325,627
<TOTAL-REVENUES>                                 352,629
<CGS>                                                  0
<TOTAL-COSTS>                                          0
<OTHER-EXPENSES>                                  57,259
<LOSS-PROVISION>                                 (36,892)
<INTEREST-EXPENSE>                                63,296
<INCOME-PRETAX>                                        0
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                                    0
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                     268,966
<EPS-PRIMARY>                                       1.33
<EPS-DILUTED>                                       1.33
<FN>
*    The  Partnership  has  an  unclassified  balance  sheet  in  its  financial
     statements due to the nature of its industry.  A value of "0" was used for
     current assets and liabilities.

**   The  Partnership  has  an  unclassified  balance  sheet  in  its  financial
     statements due to the nature of its industry.  A value of "0" was used for
     current assets and liabilities.
</FN>

        


</TABLE>


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