ICON CASH FLOW PARTNERS L P SERIES C
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                           0-27904
                      ----------------------------------------------------------

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


         Delaware                                         13-3575099
- --------------------------------------------------------------------------------
(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 C
                        (A Delaware Limited Partnership)

                                 Balance Sheets

                                   (unaudited)
<TABLE>

                                                               September 30,  December 31,
                                                                   1998          1997
Assets

<S>                                                            <C>            <C>        
Cash .......................................................   $ 2,121,141    $ 2,186,149
                                                               -----------    -----------

Investment in financings
    Receivables due in installments ........................       760,693      1,212,649
    Unearned income ........................................       (77,411)      (149,103)
    Allowance for doubtful accounts ........................       (36,859)       (94,437)
                                                               -----------    -----------
                                                                   646,423        969,109
                                                               -----------    -----------

Investment in finance leases
    Minimum rents receivable ...............................       631,081      1,097,491
    Estimated unguaranteed residual values .................        79,219        189,833
    Unearned income ........................................       (56,606)      (125,351)
    Allowance for doubtful accounts ........................       (36,680)       (88,499)
                                                               -----------    -----------
                                                                   617,014      1,073,474

Other assets ...............................................          --           87,621
                                                               -----------    -----------

Total assets ...............................................   $ 3,384,578    $ 4,316,353
                                                               ===========    ===========

Liabilities and Partners' Equity

Accounts payable to General Partner and affiliates, net ....   $   101,055    $    36,234
Security deposits, deferred credits and accounts payable ...        53,869        418,625
                                                               -----------    -----------
                                                                   154,924        454,859
                                                               -----------    -----------
Commitments and Contingencies

Partners' equity (deficiency)
    General Partner ........................................      (140,107)      (133,798)
    Limited partners (198,245 and 198,470 units outstanding,
      $100 per unit original issue price in 1998 and 1997,
      respectively) ........................................     3,369,761      3,995,292
                                                               -----------    -----------

Total partners' equity .....................................     3,229,654      3,861,494
                                                               -----------    -----------

Total liabilities and partners' equity .....................   $ 3,384,578    $ 4,316,353
                                                               ===========    ===========
</TABLE>

See accompanying notes to unaudited financial statements.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series C
                        (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 ......................   $ 355,036    $  11,049    $ 441,906    $  34,170
   Finance income ......................      39,066       75,350      139,453      272,389
   Interest income and other ...........      23,889       32,141       91,107       73,034
   Income (loss) from equity investment
     in joint venture ..................        --         (4,267)        --         18,353
                                           ---------    ---------    ---------    ---------

   Total revenues ......................     417,991      114,273      672,466      397,946
                                           ---------    ---------    ---------    ---------

Expenses

   General and administrative ..........      21,798       21,638       58,766       51,091
   Administrative expense reimbursements
     - General Partner .................       6,641       11,708       23,435       48,572
   Management fees - General Partner ...        --         11,342         --         47,605
   Interest ............................        --           --           --          4,888
   Reversal of allowance for
     doubtful accounts .................    (130,000)        --       (130,000)        --
                                           ---------    ---------    ---------    ---------

   Total expenses ......................    (101,561)      44,688      (47,799)     152,156
                                           ---------    ---------    ---------    ---------

Net income .............................   $ 519,552    $  69,585    $ 720,265    $ 245,790
                                           =========    =========    =========    =========

Net income allocable to:
   Limited partners ....................   $ 514,356    $  68,889    $ 713,062    $ 243,332
   General Partner .....................       5,196          696        7,203        2,458
                                           ---------    ---------    ---------    ---------

                                           $ 519,552    $  69,585    $ 720,265    $ 245,790
                                           =========    =========    =========    =========

Weighted average number of limited
   partnership units outstanding .......     198,037      198,358      198,104      198,358
                                           =========    =========    =========    =========

Net income per weighted average
   limited partnership unit ............   $    2.60    $     .35    $    3.60    $    1.23
                                           =========    =========    =========    =========
</TABLE>


See accompanying notes to unaudited financial statements.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series C
                        (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                                 $ 7,137,914    $  (102,605)   $ 7,035,309
                                                   
Cash distributions                                 
   to partners .....   $ 7.01         $ 1.99          (1,796,363)       (18,144)    (1,814,507)
                                                   
Limited partnership                                
   units redeemed                                  
   (1,100 units) ...                                    (38,256)          --          (38,256)
                                                   
Net income .........                                     396,876          4,009        400,885
                                                     -----------    -----------    -----------
                                                   
Balance at                                         
   December 31, 1995                                   5,700,171       (116,740)     5,583,431
                                                   
Cash distributions                                 
   to partners .....   $ 4.39         $ 4.61          (1,786,992)       (18,050)    (1,805,042)
                                                   
Limited partnership                                
   units redeemed                                  
   (330 units) .....                                     (10,369)          --          (10,369)
                                                   
Net income .........                                     914,490          9,237        923,727
                                                     -----------    -----------    -----------
                                                   
Balance at                                         
   December 31, 1996                                   4,817,300       (125,553)     4,691,747
                                                   
Cash distributions                                 
   to partners .....   $ 4.12         $ 4.88          (1,784,993)       (18,030)    (1,803,023)
                                                   
Limited partnership                                
   units redeemed                                  
   (225 units) .....                                      (5,763)          --           (5,763)

</TABLE>

                                                        (continued on next page)


<PAGE>


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

              Statements of Changes in Partners' Equity (continued)

                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>        
Net income ..................                                    968,748          9,785        978,533
                                                             -----------    -----------    -----------
                                                           
Balance at                                                 
   December 31, 1997 ........                                  3,995,292       (133,798)     3,861,494
                                                           
Cash distributions                                         
   to partners ..............   $ 3.15       $ 3.60           (1,337,201)       (13,512)    (1,350,713)
                                                           
Limited partnership                                        
   units redeemed (225 units)                                     (1,392)          --           (1,392)
                                                           
Net income ..................                                    713,062          7,203        720,265
                                                             -----------    -----------    -----------
                                                           
Balance at                                                 
   September 30, 1998 .......                                $ 3,369,761    $  (140,107)   $ 3,229,654
                                                             ===========    ===========    ===========
</TABLE>
                                                           
                                                      

















See accompanying notes to unaudited financial statements.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series C
                        (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 ...................................................   $   720,265    $   245,790
                                                                    -----------    -----------
   Adjustments to reconcile net income to net cash
     provided by operating activities:
      Net gain on sales or remarketing of equipment .............      (441,906)       (34,170)
      Collection of principal - non-financed receivables ........       794,907      1,182,147
      Finance income portion of receivables paid
         directly to lenders by lessees .........................          --          (14,028)
      Income from equity investment in joint venture ............          --          (18,353)
      Distribution from investment in joint venture .............          --          232,084
      Changes in operating assets and liabilities:
         Accounts payable to General Partner and affiliates, net         64,821        119,684
         Security deposits, deferred credits and accounts payable      (364,756)       352,650
         Allowance for doubtful accounts ........................      (109,397)        35,843
         Other, net .............................................         3,958        (48,431)
                                                                    -----------    -----------

          Total adjustments .....................................       (52,373)     1,807,426
                                                                    -----------    -----------

     Net cash provided by operating activities ..................       667,892      2,053,216
                                                                    -----------    -----------

Cash flows from investing activities:
   Proceeds from sales of equipment .............................       619,205         99,743
                                                                    -----------    -----------

     Net cash provided by investing activities ..................       619,205         99,743
                                                                    -----------    -----------

Cash flows from financing activities:
   Cash distributions to partners ...............................    (1,350,713)    (1,352,446)
   Redemption of limited partnership units ......................        (1,392)        (4,450)
                                                                    -----------    -----------

     Net cash used in financing activities ......................    (1,352,105)    (1,356,896)
                                                                    -----------    -----------

Net increase (decrease) in cash .................................       (65,008)       796,063

Cash, beginning of period .......................................     2,186,149      1,059,310
                                                                    -----------    -----------

Cash, end of period .............................................   $ 2,121,141    $ 1,855,373
                                                                    ===========    ===========
</TABLE>


See accompanying notes to unaudited financial statements.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series C
                        (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 finance
   receivables paid directly by lessees                $     --     $   414,864
Principal and interest on non-recourse
   financing paid directly by lessees                        --        (414,864)
                                                       -----------  ------------

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

   Interest  expense of $4,888 for the nine  months  ended  September  30,  1997
consisted of interest expense on non-recourse financing accrued or paid directly
to lenders by lessees.



<PAGE>


                     ICON Cash Flow Partners, L.P., Series C
                        (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 C (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 June 19, 1996,
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
accordingly.  These  amendments  are effective  from and after June 19, 1996 and
were as follows:  (1) extended the Reinvestment Period for a maximum of four and
one  half  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 $529,125 of the $634,125  accrued and unpaid  management fees as
of December 31, 1997 and all additional  management  fees which would  otherwise
accrue  during the future  Liquidation  Period.  The remaining  $105,000  unpaid
management  fees will be paid to the General Partner and  subsequently  remitted
back to the Partnership in the form of an additional capital contribution by the
General Partner.

3.     Related Party Transactions

     During the nine months ended  September 30, 1998 and 1997, the  Partnership
accrued to the General Partner management fees of $0 and $47,605,  respectively.
An amendment to the original  Partnership  Agreement was approved by the limited
partners  and became  effective  in June 1996.  This  amendment  eliminated  all
subsequent  accruals of  management  fees for the  remainder of the  Liquidation
Period.  (See Note 2 for further discussion of management fees.) The Partnership
paid or accrued  administrative  expense  reimbursements  of $23,435 and $48,572
during the nine months ended  September 30, 1998 and 1997,  respectively.  These
fees and reimbursements were charged to operations.

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

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.
<PAGE>


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

               Notes to Unaudited Financial Statements - Continued

     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.

     In May 1998 and July 1998,  the  Partnership  lent ICON Cash Flow Partners,
L.P., Series D ("Series D"), an affiliate, $100,000 and $115,000,  respectively.
These  loans bore  interest  at the rate of 11%.  The loans were paid in full in
June 1998 and July 1998,  respectively.  Series D paid $1,586 to the Partnership
for interest related to these notes.

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

4.   Security Deposits and Deferred Credits

     Security deposits and deferred credits at September 30, 1998 and December
31,  1997  include  $0 and  $133,787,  respectively,  of  proceeds  received  on
residuals which will be applied upon final remarketing of the related equipment.



<PAGE>


                     ICON Cash Flow Partners, L.P., Series C
                        (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 net  investment in  financings,
finance  leases,  and equity  investment in joint venture of 51%, 49%, and 0% of
total  investments  at September 30, 1998  respectively,  and 31%, 61% 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  $417,991,
representing an increase of $303,718 or 266% from 1997. The increase in revenues
resulted  primarily  from an  increase  in net gain on sales or  remarketing  of
equipment  of $343,987  and a change in income from equity  investment  in joint
venture  of $4,267  or 100%  from  1997.  The  increase  in net gain on sales or
remarketing  of equipment  and the change in equity  investment in joint venture
were  partially  offset by a decrease in finance  income of $36,284 or 48% and a
decrease  in interest  income and other of $8,252 or 26% from 1997.  Net gain on
sales or remarketing of equipment  increased due to an increase in the number of
leases  maturing,  and the underlying  equipment  being sold or remarketed,  for
which the proceeds  received were in excess of the remaining  carrying  value of
the  equipment.  The change in income from equity  investment  in joint  venture
resulted from the  Partnership's  1997  divestiture of its investment in a joint
venture.  The decrease in finance income resulted from 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 collection of late charges.

     Expenses  for the three months ended  September  30, 1998 were  $(101,561),
representing  a change of $146,249  from 1997.  The change in expenses  resulted
from  a  decrease  in  management  fees  of  $11,342  or  100%,  a  decrease  in
administrative  expense  reimbursements  of $5,067 or 43% and a reduction of the
allowance for doubtful  accounts of $130,000.  These  decreases  were  partially
offset by an increase in general and administrative  expenses of $160 or 1% from
1997.  The decrease in  management  fees resulted  from the  elimination  of the
Partnership's  obligation  to pay such fees as a result of an  amendment  to the
Partnership Agreement.  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.

     Net income  for the three  months  ended  September  30,  1998 and 1997 was
$519,552 and $69,585,  respectively. The net income per weighted average limited
partnership unit was $2.60 and $.35 for 1998 and 1997, respectively.

Nine Months Ended September 30, 1998 and 1997


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


<PAGE>


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

                               September 30, 1998

     Revenues  for the nine  months  ended  September  30,  1998 were  $672,466,
representing an increase of $274,520 or 69% from 1997.  Results were affected by
an increase in net gain on sales or  remarketing of equipment of $407,736 and an
increase in interest  income and other of $18,073 or 25%.  These  increases were
partially  offset by a decrease in finance  income of $132,936 or 49% from 1997,
and a decrease in income from equity investment in a joint venture of $18,353 or
100% from 1997. Net gain on sales or  remarketing of equipment  increased due to
an increase in the number of leases maturing, and the underlying equipment being
sold or  remarketed  for  which  the  proceeds  received  were in  excess of the
remaining  carrying value of the equipment.  The increase in interest income and
other  resulted  from an increase in the average cash balance from 1997 to 1998.
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  divestiture  of its
investment in a joint venture.

      Expenses  for the nine months  ended  September  30, 1998 were  $(47,799),
representing  a change of $199,955  from 1997.  The change in expenses  resulted
from  a  decrease  in  management  fees  of  $47,605  or  100%,  a  decrease  in
administrative  expense reimbursements of $25,137 or 52%, a decrease in interest
expense of $4,888 and a reduction  of the  allowance  for  doubtful  accounts of
$130,000.  These  decreases were partially  offset by an increase in general and
administrative  expenses  of $7,675 or 15%.  The  decrease  in  management  fees
resulted from the elimination of the  Partnership's  obligation to pay such fees
as a result of an amendment to the Partnership Agreement. Administrative expense
reimbursements  decreased due to a decrease in the average size of the portfolio
from 1997 to 1998.  Interest expense  decreased due to a decrease in the average
debt  outstanding 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.  General and administrative expenses
increased  due to an increase in legal  expense and other  professional  service
expenses.

     Net  income  for the nine  months  ended  September  30,  1998 and 1997 was
$720,265 and $245,790, respectively. The net income per weighted average limited
partnership unit was $3.60 and $1.23 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 $667,892 and
$2,053,216,  respectively,  and proceeds from sales of equipment of $619,205 and
$99,743, respectively. These funds were used to fund cash distributions.

     Cash  distributions to limited partners for the nine months ended September
30, 1998 and 1997, which were paid monthly,  totaled  $1,337,201 and $1,338,922,
respectively,  of which $713,062 and $243,332 was investment income and $624,139
and $1,095,590  was a return of capital,  respectively.  The monthly  annualized
cash distribution rate to limited partners was 9.00% for 1998 and 1997, of which
4.80%  and  1.64%  was  investment  income  and  4.20% and 7.36% 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 $6.75, of
which $3.60 and $1.23 was investment  income and $3.15 and $5.52 was a return of
capital, respectively.


<PAGE>


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

                               September 30, 1998

       The Partnership's  original Reinvestment Period expired on June 19, 1996,
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 June 19, 1996 and were as follows:  (1)
extended the  Reinvestment  Period for a maximum of four and one half 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 future 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 a
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 C
                        (A Delaware Limited Partnership)


PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K

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


<PAGE>


                     ICON Cash Flow Partners, L.P., Series C
                        (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 C
                                    File No. 33-36376 (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
<CIK>                         0000866878
<NAME>                        ICON Cash Flow Partners, L.P., Series C

       
<S>                             <C>
<PERIOD-TYPE>                  9-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-END>                                   SEP-30-1998
<CASH>                                         2,121,141
<SECURITIES>                                           0
<RECEIVABLES>                                  1,391,774
<ALLOWANCES>                                      73,539
<INVENTORY>                                            0
<CURRENT-ASSETS> *                                     0
<PP&E>                                                 0
<DEPRECIATION>                                         0
<TOTAL-ASSETS>                                 3,384,578
<CURRENT-LIABILITIES> **                               0
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                               0
<OTHER-SE>                                     3,229,654
<TOTAL-LIABILITY-AND-EQUITY>                   3,384,578
<SALES>                                          581,359
<TOTAL-REVENUES>                                 672,466
<CGS>                                                  0
<TOTAL-COSTS>                                          0
<OTHER-EXPENSES>                                  82,201
<LOSS-PROVISION>                                (130,000)
<INTEREST-EXPENSE>                                     0
<INCOME-PRETAX>                                        0
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                                    0
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                     720,265
<EPS-PRIMARY>                                       3.60
<EPS-DILUTED>                                       3.60
<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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