SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                         Date of Event: January 30, 2003
                        Date of Report: February 5, 2003


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

                                      Delaware
                          (State or other jurisdiction of
                           incorporation or organization)

           0-27902                                        13-3602979
(Commission File Number)                 (I.R.S. Employer Identification Number)

100 Fifth Avenue, Tenth Floor
New York, New York                                       10011
(Address of principal executive offices)              (Zip Code)

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

Item 4.           Changes in Registrant's Certifying Accountant.

On January 30, 2003, ICON Cash Flow Partners, L.P., Series D (the "Partnership")
engaged Hays & Company LLP ("Hays"), as the Partnership's  principal independent
auditors.  On January 30, 2003, the Partnership  dismissed KMPG LLP ("KPMG"), as
its principal independent auditors. The decision to change auditors was ratified
by the board of  directors  of ICON Capital  Corp.,  the general  partner of the
Partnership.

KMPG's reports on the  Partnership's  financial  statements for the fiscal years
ended  December  31,  2001 and  2000 do not  contain  an  adverse  opinion  or a
disclaimer  of  opinion  nor were  such  reports  qualified  or  modified  as to
uncertainty, audit scope, or accounting principles.

During the  Partnership's  fiscal  years  ended  December  31, 2001 and 2000 and
through  the  subsequent  interim  period to  January  30,  2003,  there were no
disagreements  with KPMG on any matter of  accounting  principles  or practices,
financial  statement  disclosure,  or auditing  scope of procedure  that, if not
resolved to KPMG's satisfaction, would have caused KPMG to make reference to the
subject matter of the disagreement in connection with its report.

In  connection  with  their  audit  of  the  Partnership's   December  31,  2001
consolidated  financial  statements,  KPMG submitted a letter to the Partnership
(the "Auditor's  Letter") describing certain matters involving internal controls
and its  operation  that they  considered  to be a  reportable  condition  under
standards established by the American Institute of Certified Public Accountants.
Reportable conditions are significant deficiencies in the design or operation of
internal  control  that  could  adversely  affect the  Partnership's  ability to
record,  process,  summarize and report  financial  data.  The Auditor's  Letter
specifically  stated  that  it did  not  affect  any of  KPMG's  reports  on the
financial statements of the Partnership for 2001.

The Auditor's Letter identified the following internal control deficiencies: (i)
reconciliations  were  not  prepared  and  reviewed  on a  timely  for all  cash
accounts,  lease subledgers,  aging reports and debt balances,  (ii) information
for all new  leases  was not  approved  on a timely  basis  by the  accountant's
supervisor  before being input into the lease system,  and (iii) manual  journal
entries  were not always  adequately  supported  with proper  documentation  and
reviewed before being processed.

At the time of receipt of the  Auditor's  Letter,  the  Partnership  had already
begun to improve the conditions identified by the Auditor's Letter and had hired
additional  staff  and  supervisors  to  facilitate  greater  timeliness  in the
accounting  function.  Reconciliations are prepared and reviewed more frequently
for all cash  accounts,  lease  subledgers,  aging  reports and debt balances in
order to have the detailed ledgers and schedules more  consistently in agreement
with the general ledger.  The recordations of new or renewal leases are reviewed
more  timely  by more  experienced  staff and  continue  to be  approved  by the
president of the general  partner in order to improve the efficacy in accounting
for each lease.  The  Partnership's  policy  regarding  the level of support and
detail for all  manual  journal  entries  has been  revised  to require  greater
documentation and review to support such entries prior to processing.

In addition,  the Partnership  established separate bank accounts for each joint
venture  receiving cash in which the  Partnership  has a fractional  interest to
improve cash  tracking  and is in the process of  establishing  separate  ledger
accounts  for  each  lender  to  improve  debt   accountability.   Further,  the
Partnership  is evaluating  whether  upgrading or replacing  the general  ledger
would allow for a decrease in the amount of reclassification entries required in
order to produce financial statements.

During the  Partnership's  fiscal  years  ended  December  31, 2001 and 2000 and
through the subsequent  interim period to January 30, 2003, the  Partnership did
not consult with Hays  regarding any of the matters  specified in Item 304(a)(2)
of Regulation S-K.

We have  provided KPMG with a copy of this Form 8-K prior to its filing with the
Securities and Exchange Commission (the "Commission"). KPMG has provided us with
a letter,  addressed to the  Commission,  which is filed as Exhibit 16.1 to this
Form 8-K.

Item 7.  Financial Statements and Exhibits

Exhibits:  16.1  Letter from KPMG to the Securities and Exchange Commission,
dated February 5, 2003.

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  in its  behalf by the
undersigned hereunto duly authorized.

                                         ICON cASH FLOW PARTNERS, L.P., SERIES D
                                                (a Delaware limited partnership)

                                         By:       ICON Capital Corp.
                                                   General Partner

DATE: February 5, 2003

                                         By:       /s/ Paul B. Weiss
                                                   Paul B. Weiss
                                                   President
<PAGE>

                                  EXHIBIT INDEX



Exhibit Designation                 Nature of Exhibit
-------------------                 -----------------

16.1                                Letter from KPMG to the Securities and
                                    Exchange  Commission,  dated February 5,
                                    2003

<PAGE>


                                                                    EXHIBIT 16.1





February 5, 2003

Securities and Exchange Commission

Washington, D.C.  20549

Ladies and Gentlemen:

We were previously principal accountants for ICON Cash Flow Partners L.P. Series
D and,  under  the date of April  15,  2002,  we  reported  on the  consolidated
financial statements of ICON Cash Flow Partners L.P. Series D as of December 31,
2001 and 2000 and for each of the years in the three-year  period ended December
31, 2001. On January 30, 2003,  our  appointment  as principal  accountants  was
terminated.  We have read ICON Cash Flow  Partners  L.P.  Series D's  statements
included  under Item 4 of its Form 8-K dated February 5, 2003, and we agree with
such statements,  except that we are not in a position to agree or disagree with
ICON Cash Flow Partners L.P.  Series D's  statements in paragraphs 6 and 7 under
Item 4.

Very truly yours,



KPMG LLP
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                         Date of Event: January 30, 2003
                        Date of Report: February 5, 2003

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

                                      Delaware
                          (State or other jurisdiction of
                           incorporation or organization)

           0-27902                                        13-3602979
(Commission File Number)                 (I.R.S. Employer Identification Number)

100 Fifth Avenue, Tenth Floor
New York, New York                                       10011
(Address of principal executive offices)              (Zip Code)

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

Item 4.           Changes in Registrant's Certifying Accountant.

On January 30, 2003, ICON Cash Flow Partners, L.P., Series D (the "Partnership")
engaged Hays & Company LLP ("Hays"), as the Partnership's  principal independent
auditors.  On January 30, 2003, the Partnership  dismissed KMPG LLP ("KPMG"), as
its principal independent auditors. The decision to change auditors was ratified
by the board of  directors  of ICON Capital  Corp.,  the general  partner of the
Partnership.

KMPG's reports on the  Partnership's  financial  statements for the fiscal years
ended  December  31,  2001 and  2000 do not  contain  an  adverse  opinion  or a
disclaimer  of  opinion  nor were  such  reports  qualified  or  modified  as to
uncertainty, audit scope, or accounting principles.

During the  Partnership's  fiscal  years  ended  December  31, 2001 and 2000 and
through  the  subsequent  interim  period to  January  30,  2003,  there were no
disagreements  with KPMG on any matter of  accounting  principles  or practices,
financial  statement  disclosure,  or auditing  scope of procedure  that, if not
resolved to KPMG's satisfaction, would have caused KPMG to make reference to the
subject matter of the disagreement in connection with its report.

In  connection  with  their  audit  of  the  Partnership's   December  31,  2001
consolidated  financial  statements,  KPMG submitted a letter to the Partnership
(the "Auditor's  Letter") describing certain matters involving internal controls
and its  operation  that they  considered  to be a  reportable  condition  under
standards established by the American Institute of Certified Public Accountants.
Reportable conditions are significant deficiencies in the design or operation of
internal  control  that  could  adversely  affect the  Partnership's  ability to
record,  process,  summarize and report  financial  data.  The Auditor's  Letter
specifically  stated  that  it did  not  affect  any of  KPMG's  reports  on the
financial statements of the Partnership for 2001.

The Auditor's Letter identified the following internal control deficiencies: (i)
reconciliations  were  not  prepared  and  reviewed  on a  timely  for all  cash
accounts,  lease subledgers,  aging reports and debt balances,  (ii) information
for all new  leases  was not  approved  on a timely  basis  by the  accountant's
supervisor  before being input into the lease system,  and (iii) manual  journal
entries  were not always  adequately  supported  with proper  documentation  and
reviewed before being processed.

At the time of receipt of the  Auditor's  Letter,  the  Partnership  had already
begun to improve the conditions identified by the Auditor's Letter and had hired
additional  staff  and  supervisors  to  facilitate  greater  timeliness  in the
accounting  function.  Reconciliations are prepared and reviewed more frequently
for all cash  accounts,  lease  subledgers,  aging  reports and debt balances in
order to have the detailed ledgers and schedules more  consistently in agreement
with the general ledger.  The recordations of new or renewal leases are reviewed
more  timely  by more  experienced  staff and  continue  to be  approved  by the
president of the general  partner in order to improve the efficacy in accounting
for each lease.  The  Partnership's  policy  regarding  the level of support and
detail for all  manual  journal  entries  has been  revised  to require  greater
documentation and review to support such entries prior to processing.

In addition,  the Partnership  established separate bank accounts for each joint
venture  receiving cash in which the  Partnership  has a fractional  interest to
improve cash  tracking  and is in the process of  establishing  separate  ledger
accounts  for  each  lender  to  improve  debt   accountability.   Further,  the
Partnership  is evaluating  whether  upgrading or replacing  the general  ledger
would allow for a decrease in the amount of reclassification entries required in
order to produce financial statements.

During the  Partnership's  fiscal  years  ended  December  31, 2001 and 2000 and
through the subsequent  interim period to January 30, 2003, the  Partnership did
not consult with Hays  regarding any of the matters  specified in Item 304(a)(2)
of Regulation S-K.

We have  provided KPMG with a copy of this Form 8-K prior to its filing with the
Securities and Exchange Commission (the "Commission"). KPMG has provided us with
a letter,  addressed to the  Commission,  which is filed as Exhibit 16.1 to this
Form 8-K.

Item 7.  Financial Statements and Exhibits

Exhibits:  16.1  Letter from KPMG to the Securities and Exchange Commission,
dated February 5, 2003.

                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  in its  behalf by the
undersigned hereunto duly authorized.

                                         ICON cASH FLOW PARTNERS, L.P., SERIES D
                                                (a Delaware limited partnership)

                                         By:       ICON Capital Corp.
                                                   General Partner

DATE: February 5, 2003

                                         By:       /s/ Paul B. Weiss
                                                   Paul B. Weiss
                                                   President
EXHIBIT INDEX

Exhibit Designation                 Nature of Exhibit
-------------------                 -----------------

16.1                                Letter from KPMG to the Securities and
                                    Exchange  Commission,  dated February 5,
                                    2003
EXHIBIT 16.1

February 5, 2003

Securities and Exchange Commission

Washington, D.C.  20549

Ladies and Gentlemen:

We were previously principal accountants for ICON Cash Flow Partners L.P. Series
D and,  under  the date of April  15,  2002,  we  reported  on the  consolidated
financial statements of ICON Cash Flow Partners L.P. Series D as of December 31,
2001 and 2000 and for each of the years in the three-year  period ended December
31, 2001. On January 30, 2003,  our  appointment  as principal  accountants  was
terminated.  We have read ICON Cash Flow  Partners  L.P.  Series D's  statements
included  under Item 4 of its Form 8-K dated February 5, 2003, and we agree with
such statements,  except that we are not in a position to agree or disagree with
ICON Cash Flow Partners L.P.  Series D's  statements in paragraphs 6 and 7 under
Item 4.

Very truly yours,

KPMG LLP