UNITED STATES

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 Report (Date of earliest event reported): ~~November~~February 121, ~~2010~~2011

ICON Cash Flow Partners L.P. Seven Liquidating Trust

(Exact Name of Registrant as Specified in Charter)


Delaware	000-27926	20-7478738
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Fifth Avenue, 4th Floor

New York, New York 10011

(Address of Principal Executive Offices)

____________________

(212) 418-4700

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On February ~~November 12~~1, ~~2010~~2011, ICON ~~Securities~~Cash ~~Corp.,~~Flow anPartners ~~affiliate~~L.P. ofSeven ~~the~~Liquidating ~~managing~~Trust ~~trustee of~~ (the ~~Registrant,~~"Liquidating ~~notified~~Trust") ~~the~~distributed ~~registered~~its ~~representatives~~2010 ofYear ~~the~~End ~~beneficial~~Liquidation ~~owners~~Update of (the ~~Registrant~~“Liquidation ~~that~~Update”) ~~the managing trustee has contracted with DST Systems, Inc.~~ to, ~~among other things, process distributions to~~ the ~~beneficial~~broker-dealers ~~owners~~who ofsold the ~~Registrant~~original ~~and~~limited ~~assume~~partnership ~~all~~interests ~~investor~~in ~~relations~~ICON ~~reporting~~Cash ~~responsibilities~~Flow ofPartners ~~the~~L.P. ~~Registrant~~Seven. The ~~managing~~Liquidating ~~trustee~~Trust will ~~notify~~distribute the ~~Registrant's~~Liquidation ~~beneficial~~Update ~~owners of these changes by a letter~~ to the ~~Registrant~~Liquidating Trust's beneficial ~~owners~~interest holders on ~~November~~February 15, ~~2010~~2011. A copy of the ~~notice~~Liquidation toUpdate ~~the registered representatives of the beneficial owners, which includes a draft of the letter to the beneficial owners,~~ is ~~attached~~being ~~hereto~~furnished as ~~Exhibit~~an 99exhibit hereto.1.

The information in this Report is provided under Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibit is furnished herewith:

99.1 ~~Notice~~ 2010 toYear ~~the~~End ~~registered~~Liquidation ~~representative of the beneficial owners, which includes a draft of the letter to the beneficial owners of the Registrant, dated November 15, 2010.~~Update

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. SEVEN LIQUIDATING TRUST
	By: ICON CAPITAL CORP., its Managing Trustee
Dated: November 12, 2010	By: /s/ Michael A. Reisner
Dated: February 1, 2011	By: /s/ Michael A. Reisner
	Michael A. Reisner
	Co-President and Co-Chief Executive Officer

Filing Compare · ICON CASH FLOW PARTNERS L P SEVEN