ICON CASH FLOW PARTNERS L P SERIES D
10-Q, 1998-08-14
EQUIPMENT RENTAL & LEASING, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



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

For the period ended                         June 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                           0-27902
                       ---------------------------------------------------------

                     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             (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 D
                        (A Delaware Limited Partnership)

                           Consolidated Balance Sheets

                                   (unaudited)
<TABLE>

                                                                   June 30,    December 31,
                                                                     1998          1997
       Assets

<S>                                                             <C>            <C>        
Cash                                                            $    331,310   $ 1,154,378
                                                                ------------   -----------

Investment in finance leases
   Minimum rents receivable                                        5,239,345     8,243,812
   Estimated unguaranteed residual values                          5,167,106     5,916,727
   Initial direct costs                                               69,405       131,110
   Unearned income                                                (1,003,478)   (1,442,524)
   Allowance for doubtful accounts                                  (552,823)     (568,285)
                                                                ------------   -----------
                                                                   8,919,555    12,280,840

Investment in operating lease equipment, at cost                   6,819,250     6,819,250
Accumulated depreciation                                            (698,263)     (356,417)
                                                                ------------   -----------
                                                                   6,120,987     6,462,833

Investment in financings
   Receivables due in installments                                 3,364,326     3,397,740
   Initial direct costs                                                3,209        12,344
   Unearned income                                                (1,166,469)   (1,137,678)
   Allowance for doubtful accounts                                  (450,254)     (456,206)
                                                                ------------   ------------
                                                                   1,750,812     1,816,200

Equity investment in joint venture                                 1,184,169     1,155,072
                                                                ------------   -----------

Other assets                                                          47,815       130,155
                                                                ------------   -----------

Total assets                                                    $ 18,354,648   $22,999,478
                                                                ============   ===========

       Liabilities and Partners' Equity

Note payable - recourse                                         $  1,462,979   $ 2,027,139
Note payable - non-recourse - secured financing                      791,091     1,195,311
Notes payable - non-recourse                                       6,521,394     8,713,846
Accounts payable to General Partner and affiliates, net               54,398       164,151
Accounts payable - other                                              36,821        43,136
Security deposits and deferred credits                             2,289,023     1,767,386
                                                                ------------   -----------
                                                                  11,155,706    13,910,969
</TABLE>

                                                       (continued on next page)


<PAGE>


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

                     Consolidated Balance Sheets (Continued)

                                   (unaudited)
<TABLE>

                                                                   June 30,    December 31,
                                                                     1998          1997
<S>                                                                 <C>           <C>      
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                                  (272,629)     (253,733)
   Limited partners (399,118 units outstanding,
     $100 per unit original issue price                            7,471,571     9,342,242
                                                                ------------   -----------

Total partners' equity                                             7,198,942     9,088,509
                                                                ------------   -----------

Total liabilities and partners' equity                          $ 18,354,648   $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

                                   (unaudited)
<TABLE>

                                         For the Three Months         For the Six Months
                                            Ended June 30,              Ended June 30,
                                          1998         1997           1998          1997
                                          ----         ----           ----          ----

Revenue
<S>                                 <C>            <C>           <C>            <C>    
   Rental income                    $    303,387   $       -     $    645,387   $     -
   Finance income                        287,705        487,977       603,524     1,018,646
   Net gain on sales or
     remarketing of equipment            145,104         63,760       151,958       366,447
   Income from equity investment
     in a joint venture                   97,128        119,459       163,057       138,020
   Interest income and other               5,014         22,510        12,002        56,495
                                    ------------   ------------  ------------   -----------

   Total revenues                        838,338        693,706     1,575,928     1,579,608
                                    ------------   ------------  ------------   -----------

Expenses
   Interest                              202,345        250,752       441,943       516,611
   Depreciation                          189,096           -          341,846          -
   Amortization of initial direct costs   69,794         94,696       134,275       203,554
   Administrative expense
     reimbursement  - General Partner     53,312         74,022       125,290       138,577
   Management fees - General Partner      97,822        143,315       228,421       282,276
   General and administrative             75,765         70,971        93,981       108,820
                                    ------------   ------------  ------------   -----------

   Total expenses                        688,134        633,756     1,365,756     1,249,838
                                    ------------   ------------  ------------   -----------

Net income                          $    150,204   $     59,950  $    210,172   $   329,770
                                    ============   ============  ============   ===========

Net income allocable to:
   Limited partners                 $    148,702   $     59,350  $    208,070   $   326,472
   General Partner                         1,502            600         2,102         3,298
                                    ------------   ------------  ------------   -----------

                                    $    150,204   $     59,950  $    210,172   $   329,770
                                    ============   ============  ============   ===========
Weighted average number of limited
   partnership units outstanding         399,118        399,158       399,118       399,158
                                    ============   ============  ============   ===========

Net income per weighted average
   limited partnership unit         $        .37   $        .15  $        .52   $        .82
                                    ============   ============  ============   ============
</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 Six Months Ended June 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                                $22,454,327   $   (121,285)  $22,333,042

Cash distributions
   to partners             $  7.07      $  6.93      (5,589,207)       (56,457)   (5,645,664)

Limited partnership
   units redeemed
   (25 units)                                              (764)            -           (764)

Net income                                            2,765,805         27,937     2,793,742
                                                    -----------   ------------   -----------

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






                                                                      (continued on next page)
</TABLE>




<PAGE>


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

       Consolidated Statements of Changes in Partners' Equity (Continued)

                   For the Six Months Ended June 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>        
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              $     4.69  $     .52     (2,078,741)      (20,998)   (2,099,739)

Net income                                              208,070         2,102       210,172
                                                    -----------   -----------   -----------

Balance at June 30, 1998                            $ 7,471,571   $   272,629   $ 7,198,942
                                                    ===========   ===========   ===========
</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 Six Months Ended June 30,

                                   (unaudited)
<TABLE>

                                                                    1998             1997
                                                                    ----             ----

Cash flows provided by operating activities:
<S>                                                            <C>              <C>         
   Net income                                                  $     210,172    $    329,770
                                                               -------------    ------------
   Adjustments to reconcile net income to net
     cash provided by operating activities:
     Depreciation                                                    341,846           -
     Finance income portion of receivables paid directly
       to lenders by lessees                                        (227,525)       (499,274)
     Rental income paid directly by lenders to lessees              (165,440)          -
     Amortization of initial direct costs                            134,275         203,554
     Net gain on sales or remarketing of equipment                  (151,958)       (366,447)
     Interest expense on non-recourse financing paid
       directly by lessees                                           320,389         371,045
     Interest expense accrued on non-recourse securitized debt         2,607           4,962
     Collection of principal - non-financed receivables              767,277         911,822
     Income from equity investment in joint venture                 (163,057)       (138,020)
     Distribution from investment in joint venture                   145,536         396,970
     Changes in operating assets and liabilities:
       Allowance for doubtful accounts                               (21,414)        (18,764)
       Accounts payable to General Partner
         and affiliates, net                                        (109,753)        (18,406)
       Accounts payable - other                                       (6,315)        (51,962)
       Security deposits and deferred credits                        257,441       1,023,084
       Other, net                                                    (58,920)        (24,662)
                                                               -------------    ------------

         Total adjustments                                         1,074,750       1,793,902
                                                               -------------    ------------

         Net cash provided by operating activities                 1,284,922       2,123,672
                                                               -------------    ------------

Cash flows from investing activities:
   Investment in joint venture                                       (11,576)
   Proceeds from sales of equipment                                  971,704       8,137,312
   Equipment and receivables purchased                                    -       (6,118,117)
                                                               -------------    ------------

       Net cash provided by  investing activities                    960,128       2,403,503
                                                               -------------    ------------



                                                                      (continued on next page)

</TABLE>

<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

                        For the Six Months Ended June 30,

                                   (unaudited)
<TABLE>

                                                                    1998             1997
                                                                    ----             ----

Cash flows from financing activities:
<S>                                                                 <C>             <C>      
   Principal payments on non-recourse securitized debt              (404,220)       (520,483)
   Principal payments on note payable - recourse                    (564,160)        (64,188)
   Cash distributions to partners                                 (2,099,739)     (2,822,332)
   Proceeds from note payable - recourse                                  -        2,700,000
   Proceeds from note payable affiliate                                   -        3,500,000
   Principal payments on note payable affiliate                           -       (3,500,000)
   Principal payments on revolving line of credit                         -       (3,386,421)
   Redemption of limited partnership units                                -             (366)
                                                               -------------    ------------
       Net cash used in financing activities                      (3,068,119)     (4,093,790)
                                                               -------------    ------------

Net increase (decrease) in cash                                     (823,068)         49,077

Cash at beginning of period                                        1,154,378         413,845
                                                               -------------    ------------

Cash at end of period                                          $     331,310    $    462,922
                                                               =============    ============

</TABLE>


















See accompanying notes to consolidated financial statements.


<PAGE>


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

                Consolidated Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

   During  the six  months  ended June 30,  1998 and 1997,  non-cash  activities
included the following:
<TABLE>

                                                                  1998                1997
                                                                  ----                ----

<S>                                                          <C>                 <C>         
Decrease in notes payable non-recourse due to terminations   $   (264,196)       $  (164,183)
Increase in security deposits and deferred credits                264,196            164,183

Principal and interest on direct finance receivables
   paid directly to lenders by lessees                          1,969,901          3,389,111
Rental income assigned operating lease receivable                 165,440              -
Principal and interest on non-recourse financing
   paid directly by lessees                                    (2,135,341)        (3,389,111)

Fair value of equipment and receivables purchased
   for debt and payables                                            -             (3,200,000)
Non-recourse notes payable assumed
   in purchase price                                                -              3,200,000

Decrease in investments in finance leases and
   financings due to contribution to joint venture                  -              4,874,857
Increase in equity investment in joint venture                      -             (4,874,857)
                                                             ------------        -----------

                                                             $      -            $     -
                                                             ============        ===========
</TABLE>

    Interest  expense of $441,943 and $516,611 for the six months ended June 30,
1998 and 1997 consisted of: interest  expense on non-recourse  financing paid or
accrued  directly to lenders by lessees of $320,389 and $371,045,  respectively,
interest  expense on  non-recourse  securitized  note  payable  of  $39,338  and
$74,144, respectively,  interest expense on recourse note payable of $80,841 and
$20,813, respectively,  interest expense on note payable affiliate of $1,375 and
$26,370, respectively, and other interest of $0 and $24,239, respectively.


<PAGE>


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

                   Notes to Consolidated Financial Statements

                                  June 30, 1998

1.   Basis of Presentation

     The  consolidated  financial  statements of ICON Cash Flow Partners,  L.P.,
Series D (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
consolidated 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  represented  not  misleading.  The results for the interim
period are not  necessarily  indicative of the results for the full year.  These
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements and notes included in the Partnership's 1997
Annual Report on Form 10-K.

2.   Security Deposits and Deferred Credits

     Security  deposits and  deferred  credits at June 30, 1998 and December 31,
1997  include  $894,036  and  $22,610,  respectively,  of  proceeds  received on
residuals which will be applied upon final remarketing of the related equipment.

3.   Related Party Transactions

     During the six months ended June 30, 1998 and 1997, the Partnership paid or
accrued  to the  General  Partner  management  fees of  $228,421  and  $282,276,
respectively,   and  administrative   expense  reimbursements  of  $125,290  and
$138,577,   respectively.   These  fees  and  reimbursements   were  charged  to
operations.

4.   Investment in Joint Venture

     The  Partnership  Agreement  allows  the  Partnership  to  invest  in joint
ventures  with other  limited  partnerships  sponsored  by the  General  Partner
provided that the  investment  objectives of the joint  ventures are  consistent
with that of the Partnership.

     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  new leases,  managing  existing  contributed  assets and
eventually  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  (collectively  the
"1997-A  Members")  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.


<PAGE>


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

                   Notes to Consolidated Financial Statements

     Information as to the audited financial  position and results of operations
of 1997-A as of and for the six months ended June 30, 1998 is summarized below:

                                          June 30, 1998

          Assets                          $ 41,416,082
                                          ============

          Liabilities                     $ 35,235,264
                                          ============

          Equity                          $  6,180,818
                                          ============

                                        Six Months Ended
                                          June 30, 1998

          Net income                      $    915,589
                                          ============


<PAGE>


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

                                  June 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,
operating lease,  financings and equity investment in joint venture of 50%, 32%,
12% and 6% of total investments at June 30, 1998, respectively, and 55%, 22%, 8%
and 15% of total investments at June 30, 1997, respectively.

Results of Operations

Three Months Ended June 30, 1998 and 1997

    For the three months ended June 30, 1998 and 1997, the Partnership leased or
financed equipment with an initial cost of $0 and $6,820,628, respectively, to 0
and 2 lessees or equipment users, respectively.

     Revenues  for  the  three   months  ended  June  30,  1998  were   $838,338
representing  an increase of $144,632 or 21% from 1997. The increase in revenues
was  attributable  to an  increase  in rental  income of $303,387 or 100% and an
increase in net gain on sales or  remarketing  of  equipment  of $81,344 or 13%.
These  increases  were  partially  offset by a  decrease  in  finance  income of
$200,272 or 41%, a decrease in income from equity investment in joint venture of
$22,331,  and a  decrease  in  interest  income and other of $17,496 or 78% from
1997.  The  increase in rental  income was due to the  Partnership's  additional
investment in operating leases. The increase in net gain on sales or remarketing
of  equipment  was due to an increase in the number of leases  maturing  and the
underlying equipment being sold or remarketed,  for which proceeds received were
in excess of the  remaining  carrying  value of the  equipment.  Finance  income
decreased  due to a decrease in the average size of the  portfolio  from 1997 to
1998. The decrease in income from equity  investment in joint venture  decreased
due to the 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.

    Expenses  for  the  three   months  ended  June  30,  1998  were   $688,134,
representing  an increase of $54,378 or 8% from 1997.  The  increase in expenses
was  primarily  attributable  to an increase in  depreciation  of  $189,096,  an
increase in general and administrative  expense of $4,794 or 7% from 1997. These
increases were partially off set by a decrease in interest expense of $48,407 or
19% from 1997,  a decrease in  management  fees of $45,493 or 32%, a decrease in
amortization  of  initial  direct  costs of  $24,902  or 26% and a  decrease  in
administrative  expense reimbursements of $20,710 or 28% from 1997. The increase
in depreciation  expense was due to the Partnership's  additional  investment in
operating  leases.  The decrease in interest expense resulted from a decrease in
the average debt outstanding from 1997 to 1998. Management fees,  administrative
expense  reimbursements and amortization of initial direct cost decreased due to
a decrease in the average size of the portfolio from 1997 to 1998.

    Net income for the three  months  ended June 30, 1998 and 1997 was  $150,204
and  $59,950,   respectively.  The  net  income  per  weighted  average  limited
partnership unit was $.37 and $.15 for 1998 and 1997, respectively.

Six Months Ended June 30, 1998 and 1997

    For the six months ended June 30, 1998 and 1997, the  Partnership  leased or
financed equipment with an initial cost of $0 and $10,230,433, respectively.


<PAGE>


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

                                  June 30, 1998

        Revenues  for the  six  months  ended  June  30,  1998  were  $1,575,928
representing  a decrease of $3,680  from 1997.  The  decrease  in  revenues  was
primarily  attributable  to a decrease  in finance  income of $415,122 or 40%, a
decrease in net gain on sales or remarketing of equipment of $214,489 or 59% and
a decrease  in  interest  income  and other of  $44,493 or 79% from 1997.  These
decreases were partially  offset by an increase in rental income of $645,387 and
an  increase  in income  from  equity  investment  in joint  venture of $25,037.
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,  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  decrease  in
interest  income and other  resulted from a decrease in the average cash balance
from 1997 to 1998. The increase in rental income was primarily due to the US Air
lease.  Income from investment in joint venture increased due to the increase in
income related to its consolidated investments in joint ventures.

        Expenses  for the six  months  ended  June  30,  1998  were  $1,365,756,
representing  an increase of $115,918 or 9% from 1997.  The increase in expenses
was  primarily  attributable  to an increase in  depreciation  of $341,846.  The
increase was  partially  offset by a decrease in interest  expense of $74,668 or
14%, a decrease  in  amortization  of initial  direct  cost of $69,279 or 34%, a
decrease  in  management  fees of $53,855 or 19% and a decrease  in general  and
administrative   expense  of  $14,839,  A  decrease  in  administrative  expense
reimbursements of $13,287 or 5% from 1997. The increase in depreciation  expense
was due to the  Partnership's  additional  investment in operating  leases.  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,  general  and   administrative   expense,   and   administrative   expense
reimbursements  decreased due to a decrease in the average size of the portfolio
from 1997 to 1998.

    Net income for the six months  ended June 30, 1998 and 1997 was $210,172 and
$329,770,  respectively. The net income per weighted average limited partnership
unit was $.52 and $.82 for 1998 and 1997, respectively.

Liquidity and Capital Resources

    The Partnership's primary sources of funds for the six months ended June 30,
1998 and 1997 were net cash provided by operations of $1,284,922 and $2,123,672,
respectively,  proceeds  from sales of  equipment  of $971,704  and  $8,137,312,
respectively, and proceeds from recourse borrowings of $2,700,000 in 1997. These
funds were used to purchase equipment, fund cash distributions and make payments
on borrowings.

    Cash  distributions  to limited  partners  for the six months ended June 30,
1998 and 1997,  which were paid  monthly,  totaled  $2,078,741  and  $2,794,108,
respectively,   of  which  $208,070  and  $326,472  was  investment  income  and
$1,870,671  and $2,467,636  was a return of capital,  respectively.  The monthly
annualized cash  distribution  rate to limited  partners was 10.42% for 1998 and
14.00% for 1997,  of which 1.04% and 1.64% was  investment  income and 9.38% and
12.36% 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 six months ended June 30, 1998 and
1997 was $5.21 and $7.00, of which $.52 and $.82 was investment income and $4.69
and $6.18 was a return of capital, respectively.



<PAGE>


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

                                  June 30, 1998

    The  Partnership's  Reinvestment  Period ended June 5, 1997. The Disposition
Period  began 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 sales to the
Partners and begin the orderly  termination of its  operations and affairs.  The
Partnership  has not, and will not reinvest in any leased  equipment  during the
Disposition  Period.  As  a  result  of  the  Partnership's  entering  into  the
Disposition  Phase,  future  monthly  distributions  could,  and are expected to
fluctuate  depending on the amount of asset sale and re-lease  proceeds received
during that period.

    As of June 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 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 D
                        (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 during the quarter ended June 30, 1998.


<PAGE>


                     ICON Cash Flow Partners, L.P., Series D
                        (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 D
                              File No. 33-40044 (Registrant)
                              By its General Partner,
                              ICON Capital Corp.




August 14, 1998               /s/ Gary N. Silverhardt
- ---------------               --------------------------------------------------
    Date                      Gary N. Silverhardt
                              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>                         0000874320
<NAME>                        ICON Cash Flow Partners, L.P., Series D

       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-END>                                   JUN-30-1998
<CASH>                                            331,310
<SECURITIES>                                            0
<RECEIVABLES>                                   8,603,671
<ALLOWANCES>                                    1,003,077
<INVENTORY>                                             0
<CURRENT-ASSETS> *                                      0
<PP&E>                                          6,819,250
<DEPRECIATION>                                    698,263
<TOTAL-ASSETS>                                 18,354,648
<CURRENT-LIABILITIES> **                                0
<BONDS>                                         8,775,465
                                   0
                                             0
<COMMON>                                                0
<OTHER-SE>                                      7,198,942
<TOTAL-LIABILITY-AND-EQUITY>                   18,354,648
<SALES>                                         1,560,886
<TOTAL-REVENUES>                                1,572,888
<CGS>                                                   0
<TOTAL-COSTS>                                           0
<OTHER-EXPENSES>                                  923,813
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                441,943
<INCOME-PRETAX>                                         0
<INCOME-TAX>                                            0
<INCOME-CONTINUING>                                     0
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                      207,132
<EPS-PRIMARY>                                        0.51
<EPS-DILUTED>                                        0.51
<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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