================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                _________________



                                    FORM 8-K

                                _________________

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 or 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT of 1934

                                 January 6, 2005
                                 Date of Report


                     ICON CASH FLOW PARTNERS, L.P., SERIES D
             (Exact name of registrant as specified in its charter)


        Delaware                    000-27902                    13-3602979
(State or other jurisdiction  (Commission File No.)          (I.R.S. Employer
      of incorporation)                                     Identification No.)


                          100 Fifth Avenue, 10th Floor
                            New York, New York 10011
                    (Address of principal executive offices)



                                 (212) 418-4700
              (Registrant's telephone number, including area code)


                                       N/A
          (former name or former address, if changed since last report)
================================================================================
<PAGE>

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
     APPOINTMENT OF PRINCIPAL OFFICERS

     On December 31, 2004,  Jeremiah  Silkowski,  resigned  from his position of
Senior Vice President of ICON Capital Corp., the Company's  general partner,  so
that he may pursue other opportunities.




<PAGE>

                                   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 hereunto duly authorized.


                                    ICON Cash Flow Partners, L.P., Series D

                                    By:  ICON Capital Corp., its General Partner


Dated:  January 6, 2005             By: /s/ Thomas W. Martin
                                        ------------------------------------
                                        Thomas W. Martin
                                        Executive Vice President
[{"type": "8-K", "sequence": "1", "filename": "seriesd.txt", "secsgml_size_bytes": 2472}]
{"company-data": {"conformed-name": "ICON CASH FLOW PARTNERS L P SERIES D", "cik": "0000874320", "assigned-sic": "7359", "irs-number": "133602979", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27902", "film-number": "05515377"}, "business-address": {"street1": "100 FIFTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10011", "phone": "2124184700"}, "mail-address": {"street1": "100 FIFTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10011"}}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                _________________

                                    FORM 8-K

                                _________________

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 or 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT of 1934

                                 January 6, 2005
                                 Date of Report

                     ICON CASH FLOW PARTNERS, L.P., SERIES D
             (Exact name of registrant as specified in its charter)

        Delaware                    000-27902                    13-3602979
(State or other jurisdiction  (Commission File No.)          (I.R.S. Employer
      of incorporation)                                     Identification No.)

                          100 Fifth Avenue, 10th Floor
                            New York, New York 10011
                    (Address of principal executive offices)

                                 (212) 418-4700
              (Registrant's telephone number, including area code)

                                       N/A
          (former name or former address, if changed since last report)
================================================================================
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
     APPOINTMENT OF PRINCIPAL OFFICERS

     On December 31, 2004,  Jeremiah  Silkowski,  resigned  from his position of
Senior Vice President of ICON Capital Corp., the Company's  general partner,  so
that he may pursue other opportunities.
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 hereunto duly authorized.

                                    ICON Cash Flow Partners, L.P., Series D

                                    By:  ICON Capital Corp., its General Partner

Dated:  January 6, 2005             By: /s/ Thomas W. Martin
                                        ------------------------------------
                                        Thomas W. Martin
                                        Executive Vice President