UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

For the fiscal year ended                      December 31, 2004
                          ------------------------------------------------------
                                                     or

     [ ]  Transition  Report  Pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934 [Fee Required]

Commission File Number                            33-44413
                       ---------------------------------------------------------

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

                  Delaware                                     13-3635208
--------------------------------------------         ---------------------------
         (State or other jurisdiction of                   (I.R.S. Employer
         incorporation or organization)                 Identification Number)

             100 Fifth Avenue, 10th floor, New York, New York 10011
--------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:     None

Securities  registered  pursuant to Section  12(g) of the Act:  Units of limited
partnership interests

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 934 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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X] Yes [ ] No

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2) [ ] Yes [X] No

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last day of the registrant's most recently  completed second fiscal quarter:
Not applicable. There is no established market for units of the registrant.

<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>

Item

PART I

<S>                                                                              <C>
1. Business                                                                         3

2. Properties                                                                       4

3. Legal Proceedings                                                                4

4. Submission of Matters to a Vote of Security Holders                              4

PART II

5.   Market for the Registrant's Securities and Related Security Holder Matters     5

6.   Selected Consolidated Financial Data                                           6

7.   General Partner's Discussion and Analysis of Financial Condition and
     Results of Operations                                                        7-16

7A.  Qualitative and Quantitative Disclosures About Market Risk                     16

8.   Consolidated Financial Statements                                           17-35

9.   Changes in and Disagreements with Accountants on Accounting and Financial      35
     Disclosure

9A.  Controls and Procedures                                                        35

9B.  Other Information                                                              35

PART III

10. Directors and Executive Officers of the Registrant's General Partner         36-37

11. Executive Compensation                                                          37

12. Security Ownership of Certain Beneficial Owners and Management                  37

13. Certain Relationships and Related Transactions                                  38

14. Principal Accountant Fees and Services                                          38

PART IV

15.  Exhibits, Financial Statement Schedules                                        39

SIGNATURES                                                                          40

         Certifications                                                          41-44

</TABLE>


                                       2
<PAGE>

                                     PART I

Item 1. Business

     General Development of Business

     ICON Cash Flow Partners,  L.P., Series E (the  "Partnership") was formed in
November 1991 as a Delaware limited  partnership.  When used in this report, the
terms "we" "us" and "our" refers to the Partnership.

     Our maximum offering was $80,000,000 and we commenced  business  operations
on our initial  closing  date,  July 6, 1992,  with the  admission  of 13,574.17
limited  partnership units at $100 per unit  representing  $1,357,417 of capital
contributions.  Between July 7, 1992 and July 31, 1993 (the final closing date),
596,837.34  additional  units were  admitted  bringing the total  admissions  to
610,411.51 units aggregating $61,041,151 in capital contributions.  Between 1994
and 2004, we redeemed 2,556 limited partnership units leaving 607,855.51 limited
partnership units outstanding at December 31, 2004.

     The General  Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut  corporation.  The General Partner manages and controls
the business  affairs of our equipment leases and financing  transactions  under
the terms of a management agreement.

     Segment Information

     We have only one  operating  segment:  the  business  of  owning  equipment
subject to leases with companies that we believe to be creditworthy.

     Narrative Description of Business

     We are an equipment leasing income fund. Our principal investment objective
is to obtain the maximum economic return from our investments for the benefit of
our  partners.  To achieve this  objective we have:  (i) acquired a  diversified
portfolio  of  leases  and  financing  transactions;   (ii)  made  monthly  cash
distributions  to our partners  commencing with each partner's  admission to the
Partnership, continuing through the reinvestment period, which ended on July 31,
1998, (iii) re-invested substantially all undistributed cash from operations and
cash from sales of equipment and financing  transactions during the reinvestment
period;  and (iv) are selling our  investments  and  distributing  the cash from
sales of such  investments  to our  partners  after the end of the  reinvestment
period, which is the disposition period.

     Our reinvestment period ended July 31, 1998. During the disposition period,
we have and will continue to distribute  substantially  all  distributable  cash
from  operations  and  equipment  sales to the  partners  and begin the  orderly
termination of its  operations  and affairs.  We have not and will not invest in
any additional new finance or lease transactions during the disposition period.

     At  December  31, 2004 and 2003,  we had total  assets of  $11,762,907  and
$15,496,680,  respectively.  During the year ended  December 31, 2004, our total
revenue  was  $1,148,803,  which was  principally  derived  from one lease which
accounted  for 95% of our  rental  income.  We  incurred a net loss for the year
ended December 31, 2004 of $1,539,695. For the year ended December 31, 2003, our
total  revenue was  $2,172,265,  which was  principally  derived from two leases
which  accounted  for 85% of our rental  income.  We incurred a net loss for the
year ended  December  31, 2003 of  $2,892,420.  For the year ended  December 31,
2002, our total revenue was $5,853,738,  which was principally  derived from two
leases which accounted for 99% of our rental income.  We incurred net income for
the year ended December 31, 2002 of $2,301,648.

     We have no direct  employees.  The General  Partner has full and  exclusive
control over our management and operations.

                                       3
<PAGE>

     Our Competition

     The equipment leasing industry is highly competitive.  When seeking leasing
transactions  for  acquisition  or sale,  we  compete  with  leasing  companies,
manufacturers that lease their products directly,  equipment brokers and dealers
and financial institutions,  including commercial banks and insurance companies.
Many competitors are larger than us and have greater financial resources than we
do.

     Lease Transactions

     For the years ended December 31, 2004,  2003 and 2002 we did not finance or
purchase any new equipment.

     During January 2005 our lease, and the related  non-recourse  note payable,
for a McDonnell Douglas MD-83 Aircraft (the "Aircraft") with Aerovias de Mexico,
S.A. de C.V.  ("Aeromexico")  expired.  The lessee has  continued to operate the
Aircraft and has made monthly  rental  payments in accordance  with the terms of
the expired  lease.  The lender has a security  interest in the  Aircraft and an
assignment of the rental  payments under the lease so the payments being made by
the lessee are used to pay amounts due under the non-recourse  note payable that
was due January  2005.  We are currently  negotiating  to transfer  title of the
Aircraft to the lender in payment of the balance of the outstanding non-recourse
debt. The outstanding  balance of the non-recourse debt secured by this Aircraft
was $9,674,432 at December 31, 2004.

     Available Information

     Our Annual  Reports on Form 10-K and our most recent  Quarterly  Reports on
Form 10-Q and amendments to those reports,  if any, are available free of charge
on our  internet  website at  http://www.iconcapital.com  as soon as  reasonably
practicable after such reports are electronically filed with or furnished to the
Securities and Exchange Commission.  The information contained on our website is
not deemed to be part of this Annual Report on Form 10-K.  This  information  is
also  available  on  the  Securities  and  Exchange   Commission's  website,  at
http://www.sec.gov.

Item 2. Properties

         We neither own nor lease office space or any other real property in our
business at the present time.

Item 3. Legal Proceedings

     In the ordinary  course of conducting  our  business,  there may be certain
claims,  suits,  and complaints  filed against us. In the opinion of management,
the  outcome of such  matters,  if any,  will not have a material  impact on our
consolidated  financial  position or results of  operations.  No material  legal
proceedings are currently pending against us or against any of our assets.

Item 4. Submission of Matters to a Vote of Security Holders

     No matters were  submitted to a vote of security  holders during the fourth
quarter 2004.

                                       4
<PAGE>

                                     PART II

Item 5.  Market for the  Registrant's  Securities  and Related  Security  Holder
Matters

     Our  limited  partnership  units  are  not  publicly  traded  nor is  there
currently a market for our limited  partnership  units.  It is unlikely that any
such market will develop.

                                   Number of Equity Security Holders
       Title of Class                   as of March 18, 2005
 ---------------------------     -----------------------------------
       General Partner                              1
      Limited Partners                            3,710

     We do not, in the normal  course of  business,  pay  dividends.  We did pay
monthly  distributions  to our partners  beginning  with their  admission to the
Partnership through the termination of the operating period,  which was July 31,
1998. Since the termination of the operating  period we have paid  distributions
as our cash flow permits.  For the years ended December 31, 2004, 2003 and 2002,
we paid distributions to our limited partners totaling $299,372,  $1,621,978 and
$2,594,024,  respectively.  For the years ended December 31, 2004, 2003 and 2002
we paid  distributions  to our  general  partner  totaling  $3,024,  $16,383 and
$26,202, respectively.  During March 2005, we paid a distribution to our limited
partners of $499,969 and a distribution to our General Partner of $5,050.

     Our reinvestment period ended July 31, 1998. During the disposition period,
we have and will continue to distribute  substantially  all  distributable  cash
from  operations  and  equipment  sales to the  partners  and begin the  orderly
termination of our  operations  and affairs.  We have not and will not invest in
any additional new finance or lease transactions during the disposition period.

     In order for National  Association of Securities  Dealers  ("NASD") members
and their  associated  persons to have  participated in the offering and sale of
interests  in limited  partnership  units (the  "Units")  pursuant to the fourth
offering or to participate in any future  offering of our Units, we are required
pursuant to NASD Rule  2710(c)(6) to disclose in each annual report  distributed
to our limited  partners a per unit estimated value of our Units,  the method by
which we  developed  the  estimated  value  and the  date  used to  develop  the
estimated value. In addition, our General Partner must prepare annual statements
of our estimated Unit values to assist  fiduciaries of retirement  plans subject
to the annual reporting  requirements of the Employee Retirement Income Security
Act ("ERISA") in the  preparation of their reports  relating to an investment in
our Units. For these purposes,  the estimated value of our Units is deemed to be
$4.74 per Unit at September 30, 2004.

     This  estimate  was based on the  amount of  remaining  undiscounted  lease
payments on our existing  leases,  the booked  estimated  residual values of the
equipment held by us upon the  termination of those leases and our cash on hand.
From this amount we then subtracted our total debt  outstanding and then divided
that sum by the total  number of Units  outstanding.  This  valuation  was based
solely on the General  Partner's  perception of market  conditions and the types
and amounts of our assets. No independent valuation was sought.  However, as set
forth below, there is no significant public trading market for our Units at this
time,  and there can be no assurance  that limited  partners could receive $4.74
per Unit if such a market did exist and they sold their  Units or that they will
be able to receive  such  amount for their Units in the  future.  The  foregoing
valuation was performed solely for the ERISA and NASD purposes  described above.
There  is no  market  for our  Units,  and,  accordingly,  this  value  does not
represent an estimate of the amount a limited  partner  would receive if he were
to seek to sell his  Units.  Furthermore,  there can be no  assurance  as to the
amount we may actually  receive if and when we seek to  liquidate  our assets or
the amount of lease payments and equipment disposition proceeds we will actually
receive over our  remaining  term.  Our limited  partnership  interests  are not
publicly  traded nor is there  currently  a market for our  limited  partnership
units. It is unlikely that any such market will develop.

                                       5
<PAGE>

Item 6. Selected Consolidated Financial Data

     The Selected  Consolidated  Financial Data should be read together with our
audited  consolidated  financial  statements and accompanying  notes included in
Item 8, Financial Statements and Supplementary Data.


<TABLE>
<CAPTION>

                                                                Year Ended December 31,
                                                        ---------------------------------------
                                      2004                   2003           2002            2001          2000
                                      ----                   ----           ----            ----          ----

<S>                             <C>                <C>                 <C>             <C>            <C>
 Total revenue                  $      1,148,803   $       2,172,265   $   5,853,738   $  5,387,932    $ 6,532,679
                                ================   =================   =============   ============    ==========
Net (loss) income (a)           $     (1,539,695)  $      (2,892,420)  $   2,301,648   $( 1,395,324)   $   96,430
                               ==================  ==================  =============   =============   ==========
 Net (loss) income allocable
to limited partners (a)         $     (1,524,298)  $      (2,863,496)  $   2,278,632   $(1,381,371)    $  392,466
                                =================  ==================  =============   =============   ==========
 Net (loss) income allocable
 to general partner (a)         $        (15,397)  $         (28,924)  $      23,016   $    (13,953)   $    3,964
                                =================  ==================  =============   =============   ==========
Weighted average number of limited
partnership units outstanding            607,856             607,856         607,856         607,856      607,856
                                ================   =================   =============   =============  ===========
 Net (loss) income per weighted
  average limited
    partnership unit (a)        $          (2.51)  $           (4.71)  $        3.75   $       (2.27)  $     0.65
                                ================   =================   =============   =============   ==========

 Distributions to
   limited partners             $        299,372   $        1,621,978  $    2,594,024  $   1,356,383   $ 3,672,173
                                ================   ==================  ==============  =============   ===========
 Distributions per weighted
   average limited partner unit $           0.49   $             2.67  $         4.27  $        2.23   $      6.04
                                ================   ==================  ==============  =============   ===========
 Distributions to the
   general partner              $          3,024   $           16,383  $       26,202  $      13,564   $    37,091
                                ================   ==================  ==============  =============   ===========

</TABLE>


<TABLE>
<CAPTION>

                                                         December 31,
                                                  ---------------------------
                           2004            2003              2002              2001           2000
                           ----            ----              ----              ----           ----

<S>                    <C>              <C>               <C>              <C>            <C>
 Total assets          $11,762,907      $15,496,680       $22,507,394      $32,783,624    $46,154,746
                       ===========      ===========       ===========      ===========    ============
 Notes payable         $ 9,674,432      $ 9,565,050       $11,352,510      $21,862,616    $32,116,840
                       ===========      ===========       ===========      ===========    ===========
 Partners' equity      $ 1,922,834      $ 3,764,925       $ 8,295,706      $ 8,614,284    $11,379,555
                       ===========       ===========      ===========      ===========    ===========

</TABLE>

     (a)  During the year ended December 31, 2003 we recorded an impairment loss
          of $1,500,000 or $2.47 per weighted average limited partnership unit.

                                       6
<PAGE>

Item 7. General  Partner's  Discussion  and Analysis of Financial  Condition and
Results of Operations

Forward-Looking  Information  - Certain  statements  within  this  document  may
constitute   forward-looking  statements  within  the  meaning  of  the  Private
Securities  Litigation  Reform Act of 1995.  These  statements are identified by
words  such  as  "anticipate,"   "believe,"   "estimate,"  "expects,"  "intend,"
"predict" or "project" and similar  expressions.  This  information  may involve
risks and  uncertainties  that could cause actual  results to differ  materially
from the forward-looking  statements. We believe that the expectations reflected
in such  forward-looking  statements are based on reasonable  assumptions.  Such
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ  materially  from those  projected.  Any such  forward-looking
statements  are  subject to risks and  uncertainties  and our future  results of
operations   could  differ   materially  from  historical   results  or  current
expectations.  Some of these risks are  discussed in this  report,  and include,
without limitation, fluctuations in oil and gas prices; level of fleet additions
by  competitors  and  industry  overcapacity;   changing  customer  demands  for
aircraft; acts of terrorism;  unsettled political conditions,  war, civil unrest
and governmental  actions,  and environmental and labor laws. Our actual results
could  differ  materially  from  those   anticipated  by  such   forward-looking
statements due to a number of factors,  some of which may be beyond our control,
including, without limitation:

     o    changes in our industry, interest rates or the general economy;

     o    the degree and nature of our competition;

     o    availability of qualified personnel;

     o    cash  flows from  operating  activities  may be less than our  current
          level of expenses and debt obligations;  o the financial  condition of
          lessees; and o lessee defaults.

     a.  Overview

     We are an equipment leasing business formed on November 7, 1991 which began
active  operations  in July 6, 1992.  We  primarily  engage in the  business  of
acquiring  equipment  subject  to  lease  and,  to a  lesser  degree,  acquiring
ownership rights to items of leased equipment at lease  expiration.  Some of our
equipment leases were acquired for cash and provided current cash flow, which we
refer to as "income"  leases.  The majority of the  purchase  price of our other
equipment  leases was financed,  so these leases  generated little or no current
cash flow  because  substantially  all of the rental  payments  received  from a
lessee were paid to a lender.  For these "growth" leases, we anticipate that the
future  value of the  leased  equipment  will  exceed  the cash  portion  of the
purchase  price paid for the  equipment.  We are  currently  in our  disposition
period,  wherein we are  seeking to sell our  assets in the  ordinary  course of
business.

                                        7
<PAGE>

     Capital Resources and Liquidity

     We  invested  most of the net  proceeds  from  our  offering  in  items  of
equipment  subject to a lease.  After the net offering  proceeds were  invested,
additional  investments  were  made  with the cash  generated  from our  initial
investments  to the extent that cash was not needed for  expenses,  reserves and
distributions  to investors.  The  investment  in  additional  equipment in this
manner  is called  "reinvestment."  After the  "reinvestment  period,"  we began
selling our assets in the ordinary course of business during a time frame called
the "disposition  period." If we believe it would benefit  investors to reinvest
our cash flow in equipment during the disposition  period,  we may do so, but we
will not incur any  additional  fees to the General  Partner in connection  with
such reinvestments.

     Our  current  portfolio,  which we own  directly or through  joint  venture
investments with affiliates, consists primarily of the following:

         Air Transportation Industry:

     o    We have a 99% interest in one McDonnell Douglas MD-83 aircraft subject
          to lease with Aerovias de Mexico, S.A. de C.V. ("Aeromexico") with the
          base term that  expired  in  January  2005.  Our  contribution  to the
          purchase price was approximately  $4,027,000 of cash and approximately
          $16,244,000 of non-recourse debt.

     o    Aircraft rotable parts  originally  leased to Sabena SA. The equipment
          is  currently  off lease and in the  process of being  remarketed.  We
          purchased the equipment for a cash contribution of $1,599,758.

         Chemical Industry:

     o    We  have a 25%  interest  in a  sodium  chlorate  production  facility
          subject to lease with EKA  Chemicals,  Inc.  The lease will  expire on
          July  2006,  at which  time  title in the  equipment  will pass to EKA
          Chemicals,  Inc. Our contribution to the purchase price was $1,402,960
          of cash and $526,499 of non-recourse debt.

         Information Technology Equipment:

     o    We have a 100% interest in a portfolio consisting of various equipment
          leases including information  technology equipment,  network equipment
          and machine  tooling  equipment.  The  original  transaction  involved
          acquiring a portfolio  of 44  equipment  lease  schedules  from Summit
          Asset  Management  Limited  ("Summit")  for  a  cash  contribution  of
          $2,077,181.  The schedules were  originally  subject to leases with 22
          lessees.

     Substantially all of our recurring  operating cash flows are generated from
the  operations of the  single-investor  leases in our  portfolio.  On a monthly
basis,  we deduct  the  expenses  related  to the  recurring  operations  of the
portfolio  from such revenues and assess the amount of the remaining  cash flows
that  will be  required  to fund  known  re-leasing  or  disposition  costs  and
equipment  management  costs.  Any residual  operating cash flows are considered
available for distribution to the investors.

     Portfolio Activity

     Aeromexico

     The McDonnell  Douglas MD-83  aircraft on lease to Aeromexico is subject to
non-recourse  debt with FINOVA,  bearing interest at 11.83% annually.  Given the
current  market for  aircraft,  the rent the lessee pays does not cover the loan
payments due,  resulting in negative principal  amortization.  The net effect is
that it is highly unlikely,  given the debt and aircraft market, that we will be
in a position to realize residual proceeds on this aircraft. Accordingly, we are
currently discussing with FINOVA the possibility of selling the aircraft back to
FINOVA in satisfaction of the outstanding non-recourse debt balance.

                                        8
<PAGE>

     Sodium Chlorate Production Facility

     This facility is currently on a one dollar buy out lease to EKA  Chemicals,
Inc. We expect to receive three more semi-annual  rental payments during January
2005, July 2005 and January 2006 for a total of $558,750.

     Boeing 737 and Airbus A310 rotables

     We currently own 65 Boeing 737 rotables and 58 Airbus A310  rotables  which
were formerly on lease to Sabena  Technics.  Aircraft  rotables are  replacement
spare parts that are held in inventory by an airline. In aggregate, the sales of
these parts should  generate  between  $2,000,000  and  $3,000,000 of additional
proceeds.  Subject to other risk factors described herein, we believe the values
to be relatively  steady.  The A310 rotables can be used on either  A310-200s or
A310-300s which are being used by over 60 operators  world-wide.  Currently,  we
are selling some of the rotables each month.

     Swapbody Containers

     We currently own 120 swapbody  containers leased to Nedlloyd Unitrans GmbH.
The containers  were purchased for a cash  contribution  of $721,413.  The lease
originally  expired on May 22,  2002 and has since  been  extended  twice  under
one-year  renewals  through May 22,  2004.  The lessee  agreed to  purchase  the
equipment  during October 2004 for  approximately  $150,000,  to be paid in four
equal  installments with the final payment in January 2005, at which point title
of the equipment passed to the lessee.

     Economic and Industry Factors

     Our results continue to be impacted by a number of factors  influencing the
United States of America's  economy as well as the equipment  leasing  industry,
some of which are discussed below.

     United States Economy

     The economy of the United States of America  appears to be recovering,  and
the leasing  industry's  outlook for the foreseeable  future is encouraging.  We
foresee an  increase  in capital  spending by  corporations  through  2007 which
should increase the pool of available leases,  and to that end, we believe there
will be more  opportunities  in this market.  Nonetheless,  a key obstacle still
facing the leasing  industry is the  continued  low interest  rate  environment,
which reduces  leasing  volume  inasmuch as customers are more prone to purchase
than lease.  Other factors which may negatively  affect the leasing industry are
the  proposed  legal and  regulatory  changes  that may affect tax  benefits  of
leasing and the  continued  misperception  by potential  lessees,  stemming from
Enron,  WorldCom and others,  that  leasing  should not play a central role as a
financing alternative.  However, as economic growth continues and interest rates
inevitably  begin to rise over time,  we are  optimistic  that more lessees will
return to the marketplace.

                                       9
<PAGE>

     Chemical Manufacturing Industry

     EKA Chemicals,  Inc. is the world's  largest  producer of sodium  chlorate,
which is an integral part of the bleaching  process for wood pulp.  EKA has nine
manufacturing  plants  throughout the United States of America as well as plants
in Brazil,  Canada,  Chile,  Finland,  France, Norway and Sweden. In general the
industries that use wood pulp; paper, paperboard and pulp products are expecting
the first half of 2005 to be  positive  and demand for these  products to remain
strong throughout 2005.

     Air Transportation Industry

     The aircraft  leasing industry has been on the downside of a business cycle
and continues to remain there.  This has resulted in depressed  sales prices for
assets such as our aircraft interests. It does not appear that the industry will
recover  significantly  in the very near future with the recent increases in the
price of gasoline and the fare wars within the air transportation  industry.  We
are optimistic that a recovery will occur within two to three years.  However, a
further  weakening of the industry  could cause the proceeds  realized  from the
future sale of our aircraft to be even less than suggested by recent appraisals.

     Critical Accounting Policies

     An  appreciation  of our  critical  accounting  policies  is  necessary  to
understand our financial results. These policies may require the General Partner
to make difficult and subjective  judgments  regarding  uncertainties,  and as a
result,  such  estimates may  significantly  impact our financial  results.  The
precision of these  estimates and the  likelihood of future  changes depend on a
number of underlying variables and a range of possible outcomes.  We applied our
critical accounting policies and estimation methods  consistently in all periods
presented.  We consider the following  accounting policies to be critical to our
business:

o        Lease classification and revenue recognition
o        Asset impairments
o        Depreciation

     Lease Classification and Revenue Recognition

     The equipment we lease to third  parties is classified  either as a finance
lease, a leveraged lease, or an operating lease,  which is determined based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the related  lease for both a finance  lease and a leveraged  lease.
For an operating  lease, the initial direct costs are included as a component of
the cost of the equipment and depreciated.

     For finance leases, we record, at lease inception,  the total minimum lease
payments receivable from the lessee, the estimated  unguaranteed  residual value
of the equipment at lease  termination,  the initial direct costs related to the
lease and the related unearned income. Unearned income represents the difference
between the sum of the minimum  lease  payments  receivable  plus the  estimated
unguaranteed residual minus the cost of the leased equipment. Unearned income is
recognized as finance income ratably over the term of the lease.

     For leveraged leases, we record, at lease inception,  our net investment in
the equipment  which  consists of the minimum  lease  payments  receivable,  the
estimated  unguaranteed residual value of the equipment at lease termination and
the initial  direct costs related to the lease,  net of the unearned  income and
principal  and interest on the related  non-recourse  debt.  Unearned  income is
recognized  as income over the life of the lease at a constant rate of return on
the positive net investment.

     For operating leases, income is recorded as rental income and is recognized
on the straight line method over the lease term.

                                       10
<PAGE>


     Our General  Partner has an  Investment  Committee  that  approves each new
equipment  acquisition.  As part of their  process they  determine  the residual
value to be used once the acquisition has been approved.  The factors considered
in  determining  the  residual  value  include,  but are  not  limited  to,  the
creditworthiness   of  the  potential  lessee,   the  type  of  equipment  being
considered, how the equipment is integrated into the potential lessees business,
the length of the lease and  industry in which the  potential  lessee  operates.
Residual  values  are  reviewed  in  accordance  with our  policy to review  all
significant assets in our portfolio.

     Asset Impairments

     The significant assets in our asset portfolio are periodically reviewed, at
least  annually,  by  management,  to  determine  whether  events or  changes in
circumstances  indicate  that  the  carrying  value  of  an  asset  may  not  be
recoverable.  Management uses qualified third party  appraisers to assist in the
review process.  An impairment loss will be recognized if the carrying amount of
a  long-lived  asset is not  recoverable  and exceeds  its fair  value.  In such
circumstances,  we will estimate the future cash flows (undiscounted and without
interest  charges) expected to result from the use of the asset and its eventual
disposition.  Future  cash  flows are the future  cash  inflows  expected  to be
generated  by an asset less the future  outflows  expected  to be  necessary  to
obtain those inflows. An impairment loss will be measured as the amount by which
the carrying amount of a long-lived asset exceeds its fair value.

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than our  carrying  value or (ii) the lessee is  experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the  disposition  of the asset will be  sufficient to satisfy the remaining
obligation  to the lender and our residual  position in the asset.  Generally in
the latter  situation,  the residual  position  relates to equipment  subject to
third party notes payable where the lessee remits their rental payments directly
to the lender and we do not recover our residual position until the note payable
is repaid in full.

     Depreciation

     We record  depreciation  expense on  equipment  classified  as an operating
lease.  In order to calculate  depreciation  we first  determine the depreciable
equipment cost,  which is the cost less estimated  salvage value.  The estimated
salvage  value  is  our  estimate  of  the  value  of  the  equipment  at  lease
termination.  The estimated residual value is reviewed annually,  by management,
to  determine  whether an  impairment  charge may be required.  Management  uses
qualified third party  appraisers to assist in the review process.  Depreciation
expense is recorded ratably over the term of the related lease.

                                       11
<PAGE>

     New Accounting Pronouncements

     During   December  2004,  the  FASB  issued  SFAS  No.  153  "Exchanges  of
Nonmonetary  Assets--an  amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153
is based on the  principle  that  exchanges  of  nonmonetary  assets  should  be
measured  based on the fair  value of the  assets  exchanged.  The  guidance  in
Opinion  29,  however,  included  certain  exceptions  to that  principle.  This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges of nonmonetary assets that do not have commercial substance.  SFAS 153
is effective for  nonmonetary  exchanges  occurring in fiscal periods  beginning
after June 15, 2005. We do not expect the adoption of SFAS 153 to have an impact
on our financial position or results of operations.

     Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material effect on
the accompanying consolidated financial statements.

b. Results of Operations for the Years Ended December 31, 2004 ("2004") and 2003
("2003")

         Revenue for 2004 and 2003 are summarized as follows:

<TABLE>
<CAPTION>

                                                          Years Ended December 31,
                                                     ----------------------------------
                                                    2004              2003               Change
                                                    ----              ----               ------

<S>                                        <C>                <C>               <C>
 Total revenue                             $      1,148,803   $     2,172,265   $    (1,023,462)
                                           ================   ===============   ===============

 Rental income                             $        948,108   $     1,085,543   $      (137,435)
 Finance income                            $         38,951   $       466,013   $      (427,062)
 Net (loss) gain on sales of equipment     $       (939,642)  $       309,286   $    (1,248,928)
 Loss from investments in
    joint ventures                         $       (65,373)   $       (86,852)  $        21,479
 Interest income and other                 $      1,166,759   $       398,275   $       768,484

</TABLE>


     Revenues for 2004 decreased by $1,023,462, or 47%, as compared to 2003. The
decrease in rental income was due primarily to lease  terminations in the Summit
portfolio.  Finance  income  decreased  due to the  continued  reduction  in the
average  size of the  finance  lease  portfolio.  Net  (loss)  gain on  sales of
equipment decreased to a loss from a gain due to a larger number of terminations
in the current year, a number of which terminated at a loss. The majority of the
net loss on sales of  equipment,  approximately  $697,500,  originated  from our
majority owned  subsidiary,  ICON Receivables  1997-B LLC, and was the result of
approximately 170 small leases that were terminated during 2004. The increase in
interest  income and other  relates  primarily  to revised  estimates,  from our
majority  owned  subsidiary,  where certain  liabilities  relating to previously
terminated leases were deemed by us to no longer be valid at December 31, 2004.


         Expenses for 2004 and 2003 are summarized as follows:

<TABLE>
<CAPTION>

                                                        Years Ended December 31,
                                               ------------------------------------------
                                                    2004            2003            Change
                                                    ----            ----            ------

<S>                                         <C>               <C>             <C>
 Total expenses                             $     2,688,498   $   5,064,685   $   (2,376,187)
                                            ================  =============   ===============

 Depreciation                               $     1,199,900   $   1,599,866   $     (399,966)
 Impairment loss                            $            -    $   1,500,000   $   (1,500,000)
 Interest                                   $     1,175,309   $   1,160,763   $       14,546
 General and administrative                 $       218,354   $     575,104   $     (356,750)
 Management fees - General Partner          $        70,427   $     208,593   $     (138,166)
 Administrative expense reimbursements -
  General Partner                           $        32,923   $     128,341   $      (95,418)
 Amortization of initial direct costs       $         1,533   $      11,674   $      (10,141)
 Reversal of provision for bad debts        $       (27,928)  $          -    $      (27,928)
 Minority interest                          $        17,980   $    (119,656)  $      137,636

</TABLE>

                                       12
<PAGE>

     Expenses for 2004 decreased by $2,376,187,  or 47%, over 2003. The decrease
in  expenses  is a result of overall  reduced  fund  activity.  The  decrease in
depreciation is due to management's decision to discontinue  depreciation on the
Aeromexico  aircraft  at  October  1,  2004  due to the  value  of the  aircraft
approximating  its fair value at that time.  The decrease in impairment  loss is
due to an  impairment  charge on the  Aeromexico  aircraft in 2003 which was not
deemed  necessary in 2004. The decrease in general and  administrative  expenses
was primarily due to a reduction in professional fees due to the above mentioned
reduction in fund activity.  The decreases in management  fees - General Partner
and administrative expense reimbursements - General Partner were a result of the
reduction in the average size of the Partnership's lease portfolio. The increase
in  minority  interest  is a  function  of the  level of  income  or loss in the
consolidated joint ventures, particularly in 1997-B.

     Net Loss

     As a  result  of the  foregoing  factors,  net  loss in 2004  and  2003 was
$1,539,695  and  $2,892,420,  respectively.  The net loss per  weighted  average
number of limited  partnership  units  outstanding was $2.51 and $4.71, for 2004
and 2003, respectively.

c. Results of Operations for the Years Ended December 31, 2003 ("2003") and 2002
("2002")

Revenue for 2003 and 2002 are summarized as follows:

<TABLE>
<CAPTION>
                                                            Years Ended December 31,
                                                         ------------------------------
                                                     2003                  2002         Change
                                                     ----                  ----         ------

<S>                                         <C>                   <C>                <C>
Total revenue                               $        2,172,265    $      5,853,738   $  (3,681,473)
                                            ==================    ================   ==============

Rental income                               $        1,085,543    $      2,547,841   $  (1,462,298)
Finance income                              $          466,013    $        915,583   $    (449,570)
Net gain (loss) on sales of equipment       $          309,286    $        (14,300)  $     323,586
(Loss) income from investments
  in joint ventures                         $          (86,852)   $         49,797   $    (136,649)
Interest income and other                   $          398,275    $      2,354,817   $  (1,956,542)

</TABLE>


     Revenues for 2003 decreased by $3,681,473, or 63%, as compared to 2002. The
decrease in rental  income was due  primarily  to the  expiration  of  operating
leases and the  subsequent  sale of the  underlying  equipment.  Finance  income
decreased  due to the  reduction  in  the  average  size  of the  finance  lease
portfolio.  Net gain  (loss) on sales of  equipment  increased  from a loss to a
gain. (Loss) income from investments in joint ventures  decreased from income to
a loss.  Interest  income and other  decreased  primarily to a residual  sharing
adjustment in 2002, for which there was no corresponding transaction in 2003.


                                       13
<PAGE>

Expenses for 2003 and 2002 are summarized as follows:


<TABLE>
<CAPTION>
                                                Years Ended December 31,
                                             ------------------------------
                                             2003             2002          Change
                                             ----             ----          ------

<S>                                   <C>               <C>              <C>
 Total expenses                       $     5,064,685   $    3,552,090   $   1,512,595
                                      ===============   ==============   =============

 Depreciation                         $     1,599,866   $    1,553,222   $      46,644
 Impairment loss                      $     1,500,000   $           -    $   1,500,000
 Interest                             $     1,160,763   $    1,428,860   $    (268,097)
 General and administrative           $       575,104   $      606,778   $     (31,674)
 Management fees - General Partner    $       208,593   $      354,788   $    (146,195)
 Administrative expense
   reimbursements - General Partner   $       128,341   $      194,272   $     (65,931)
 Amortization of initial direct costs $      11,674     $       61,569   $     (49,895)
 Reversal of provision for bad debts  $       -         $     (700,000)  $     700,000
 Minority interest                    $      (119,656)  $       52,601   $    (172,257)

</TABLE>


     Expenses for 2003 increased by $1,512,595,  or 43%, over 2002. The increase
in impairment loss is due to an impairment charge on the Aeromexico  aircraft in
2003 which was not deemed  necessary in 2002. The decrease in interest is due to
a reduction in the average debt  outstanding from 2002 to 2003. The decreases in
management fees - General Partner and  administrative  expense  reimbursements -
General  Partner  were a result  of the  reduction  in the  average  size of the
Partnership's lease portfolio.  The provision for bad debts reversal in 2002 was
due to  management's  review of the  allowance  for  doubtful  accounts  and the
conclusion  that the allowance was overstated at that time. No such reversal was
deemed necessary in 2003. The decrease in minority interest is a function of the
level of income or loss in the  consolidated  joint ventures,  particularly  the
losses in 1997-B.

Net (Loss) Income

     As a result of the  foregoing  factors,  net (loss) income in 2003 and 2002
was  $(2,892,420)  and  $2,301,648,  respectively.  The net  (loss)  income  per
weighted average number of limited partnership units outstanding was $(4.71) and
$3.75, for 2003 and 2002, respectively.

     d.   Liquidity and Capital Resources

     Sources of Cash

     We believe that with the cash we have currently available,  from cash being
generated  from our  leases  and  sales  proceeds,  we have  sufficient  cash to
continue our operations into the foreseeable future.

     Our primary source of cash in 2004 and 2003 was from proceeds from sales of
equipment  of $592,744 and  $484,966,  respectively  and cash flows  provided by
operations of $421,499 and $1,616,579, respectively.

     Our primary  cash  outflows  were cash  distributions  to partners and debt
repayments.  We made  distributions  to  limited  partners  for the years  ended
December  31,  2004,  2003  and 2002 of  $299,372,  $1,621,978  and  $2,594,024,
respectively.  We made  distributions to the General Partner for the years ended
December 31, 2004, 2003 and 2002 of $3,024, $16,383, and $26,202,  respectively.
For additional information,  please refer to our consolidated statements of cash
flows located in Item 8, Financial Statements and Supplementary Data.


                                       14
<PAGE>


     Financings and Recourse Borrowings

     At December 31, 2004, we are a party to non-recourse debt. The lender has a
security  interest in our equipment  and an  assignment  of the rental  payments
under the lease.  If the lessee  were to  default on the  non-recourse  debt the
equipment would be returned to the lender in  extinguishment of the non-recourse
debt. For a further  discussion of the non-recourse  debt refer to Note 6 in our
consolidated  financial  statements located in Item 8, Financial  Statements and
Supplementary Data.

     We have  not made any  recourse  borrowings,  and we do not plan to rely on
financing to meet our current cash needs.

     Distributions

     Our reinvestment  period ended on July 31, 1998, and the disposition period
commenced.  During the disposition  period we will distribute  substantially all
distributable  cash from operations and equipment sales to the partners and will
continue the orderly  termination of our operations and affairs. We have not and
will not  invest in any  additional  finance  or lease  transactions  during the
disposition  period.  As a result of our entering into the  disposition  period,
future monthly  distributions are expected to fluctuate  depending on the amount
of asset sale and re-lease proceeds generated during the period.

     We do not,  in the normal  course of  business,  pay  dividends.  We do pay
monthly  distributions  to our partners  beginning  with their  admission to the
Partnership through the termination of the operating period,  which was July 31,
1998. For the years ended December 31, 2004 and 2003, we paid  distributions  to
our limited partners  totaling  $299,372 and $1,621,978,  respectively.  For the
years ended  December 31, 2004 and 2003,  we paid  distributions  to our general
partner totaling $3,024 and $16,383, respectively.  During March 2005, we paid a
distribution  to our  limited  partners of $499,969  and a  distribution  to our
General Partner of $5,050.

     Commitments

     At  December  31,  2004 we are a party to  non-recourse  debt that  expired
during January 2005.  The lender has a security  interest in the Aircraft and an
assignment of the rental  payments  under the lease.  Payments are being made by
the lessee directly to the lender on the non-recourse  debt that was due January
2005.  We are  currently  negotiating  to transfer  title of the Aircraft to the
lender for the  outstanding  balance of the  non-recourse  debt. At December 31,
2004 we had an outstanding  balance of $9,674,432.  Principal  maturities of our
notes payable consist of the following at December 31, 2004:

              Year Ending
              December 31,
           -------------------
              January, 2005            $     9,674,432
                                       ===============


                                       15
<PAGE>


     Risks and Uncertainties

     At December  31, 2004,  except as noted above in the  Overview  section and
listed below,  and to the best of our  knowledge,  there were no known trends or
demands,  commitments,  events  or  uncertainties  which  are  likely  to have a
material effect on our liquidity.

     Set forth below and elsewhere in this report and in other documents we file
with the Securities and Exchange  Commission  are risks and  uncertainties  that
could  cause  our  actual  results  to  differ   materially   from  the  results
contemplated  by the  forward-looking  statements  contained  in this report and
other periodic statements we make, including but not limited to, the following:

     o    The market for aircraft is currently depressed due to an overabundance
          of aircraft on the market  resulting from the overall  downturn in the
          aviation  industry  following the events of September 11, 2001.  While
          the market for these  aircraft is cyclical,  there can be no assurance
          that the  market  will  recover.  Failure  of the  market  to  recover
          significantly may result in our inability to realize our investment in
          the residuals of the aircraft in our portfolio.

     o    We may face  difficulty  remarketing the aircraft  rotables.  Aircraft
          rotables are replacement  spare parts that are held in inventory by an
          airline.  We own rotables for both the Boeing 737-300 aircraft and the
          Airbus aircraft. We believe that over time we will be able to remarket
          these rotables,  but the aircraft industry has been in an overall down
          cycle and we may face difficulty in remarketing these assets.

     o    Our operations are subject to the  jurisdiction of a number of federal
          agencies,   including  the  Federal   Aviation   Administration.   New
          regulatory rulings may negatively impact our financial results and the
          economic value of our assets.

      e.  Inflation and Interest Rates

     The potential  effects of inflation on us are difficult to predict.  If the
general economy  experiences  significant rates of inflation,  however, it could
affect us in a number of ways. We do not  currently  have or expect to have rent
escalation  clauses tied to inflation in our leases.  The  anticipated  residual
values  to be  realized  upon the  sale or  re-lease  of  equipment  upon  lease
terminations (and thus the overall cash flow from our leases) may be expected to
increase with inflation as the cost of similar new and used equipment increases.

Item 7A. Qualitative and Quantitative Disclosures About Market Risk

     We, like most other companies,  are exposed to certain market risks,  which
includes changes in interest rates and the demand for equipment (and the related
residuals)  owned  by us.  We  believe  to the  best of our  knowledge  that our
exposure to other market risks,  including  foreign currency exchange rate risk,
commodity risk and equity price risk, are  insignificant,  at this time, to both
our financial position and our results of operations.

     In general, we manage our exposure to interest rate risk by obtaining fixed
rate  debt.  The fixed  rate debt is  structured  so as to match the cash  flows
required  to service  the debt to the  payment  streams  under  fixed rate lease
receivables.  The  payments  under the leases  are  assigned  to the  lenders in
satisfaction  of the debt. We may finance  leases with a floating  interest rate
and we are therefore exposed to interest rate risk until fixed rate financing is
arranged.

                                       16
<PAGE>

Item 8.  Consolidated Financial Statements

Index to Financial Statements                                                17

Report of Independent Registered Public Accounting Firm                      18

Consolidated Balance Sheets at December 31, 2004 and 2003                 19-20

Consolidated Statements of Operations for the Years Ended
  December 31, 2004, 2003 and 2002                                           21

Consolidated Statement of Changes in Partners' Equity for the Years Ended
  December 31, 2002, 2003 and 2004                                           22

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2004, 2003 and 2002                                        23-24

Notes to Consolidated Financial Statements                                25-35

                                       17
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying  consolidated  balance sheets of ICON Cash Flow
Partners, L.P., Series E (a Delaware limited partnership) and subsidiaries as of
December  31,  2004  and  2003  and  the  related  consolidated   statements  of
operations,  changes  in  partners'  equity and cash flows for each of the three
years in the period  ended  December  31,  2004.  These  consolidated  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.


We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.


In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of ICON Cash Flow
Partners,  L.P.,  Series E and subsidiaries as of December 31, 2004 and 2003 and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2004 in conformity with  accounting  principles
generally accepted in the United States of America.


As discussed  in Note 1, the  Partnership's  reinvestment  period ended July 31,
1998 and its disposition  period  commenced.  During the disposition  period the
Partnership will distribute substantially all distributable cash from operations
and  equipment  sales to the partners and begin the orderly  termination  of its
operations and affairs.


/s/ Hays & Company LLP

March 17, 2005
New York, New York


                                       18
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                           Consolidated Balance Sheets
                                  December 31,

                                     ASSETS

                                                   2004             2003
                                                   ----             ----


 Cash and cash equivalents                     $     598,455    $      80,318
                                               -------------    -------------

 Investments in finance leases:
    Minimum rents receivable                         617,849        1,466,112
    Estimated unguaranteed residual values            55,813        1,266,007
    Unearned income                                  (10,437)         (40,551)
    Allowance for doubtful accounts                  (59,094)        (578,391)
                                               --------------   --------------

      Net investments in finance leases              604,131        2,113,177
                                               -------------    --------------

 Investments in operating leases:
    Equipment, at cost                            19,207,984       19,207,984
    Accumulated depreciation                      (9,557,751)      (8,357,851)
                                               --------------   --------------

         Net investments in operating leases       9,650,233       10,850,133
                                               -------------    -------------

 Investments in financings:
    Receivables due in installments                    -            2,446,433
    Unearned income                                    -              (13,238)
    Allowance for doubtful accounts                    -           (1,405,763)
                                               ------------    ---------------

      Net investments in financings                    -            1,027,432
                                               ------------     -------------

 Equipment held for sale, net                        852,283        1,199,179
 Investments in joint ventures                        57,805          126,594
 Other assets, net                                     -               99,847
                                               ------------    --------------

      Total assets                             $  11,762,907    $  15,496,680
                                               =============    =============



See accompanying notes to consolidated financial statements.

                                       19
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                           Consolidated Balance Sheets
                                  December 31,

                        LIABILITIES AND PARTNERS' EQUITY


<TABLE>
<CAPTION>

                                                                 2004               2003
                                                                 ----               -----

<S>                                                        <C>              <C>
 Notes and accrued interest payable - non-recourse         $    9,674,432   $      9,565,050
 Security deposits, deferred credits and other payables           135,917            684,632
 Deferred rental income                                                -             828,530
 Due to affiliates, net                                             4,715            594,982
 Minority interests                                                25,009             58,561
                                                           --------------    ---------------

      Total liabilities                                         9,840,073         11,731,755
                                                           --------------   ----------------

 Commitments and Contingencies
 Partners' equity:
      General Partner                                            (500,496)          (482,075)
      Limited Partners (607,855.51 units outstanding,
     $100 per share original issue price)                       2,423,330          4,247,000
                                                           ---------------  ----------------

      Total partners' equity                                    1,922,834          3,764,925
                                                           --------------   ----------------

Total liabilities and partners' equity                     $   11,762,907   $     15,496,680
                                                           ===============  =================
</TABLE>




See accompanying notes to consolidated financial statements.

                                       20
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                     Consolidated Statements of Operations
                            Years Ended December 31,


<TABLE>
<CAPTION>

                                                                    2004                  2003                2002
                                                                    ----                  ----                ----
<S>                                                          <C>                 <C>                 <C>
 Revenue:
      Rental income                                          $         948,108   $      1,085,543    $      2,547,841
      Finance income                                                    38,951            466,013             915,583
      Net (loss) gain on sales of equipment                           (939,642)           309,286             (14,300)
      (Loss) income from investments in joint ventures                 (65,373)           (86,852)             49,797
      Interest income and other                                      1,166,759            398,275           2,354,817
                                                             -----------------   ----------------    ----------------

        Total revenue                                                1,148,803          2,172,265           5,853,738
                                                             -----------------   ----------------    ----------------

 Expenses:
      Depreciation                                                   1,199,900          1,599,866           1,553,222
      Impairment loss                                                     -             1,500,000                -
      Interest                                                       1,175,309          1,160,763           1,428,860
      General and administrative                                       218,354            575,104             606,778
      Management fees - General Partner                                 70,427            208,593             354,788
      Administrative expense reimbursements -
        General Partner                                                 32,923            128,341             194,272
      Amortization of initial direct costs                               1,533             11,674              61,569
      Reversal of provision for bad debts                              (27,928)              -               (700,000)
      Minority interest                                                 17,980           (119,656)             52,601
                                                             ------------------  -----------------   ----------------

        Total expenses                                               2,688,498          5,064,685           3,552,090
                                                             -----------------   ----------------    ----------------

 Net (loss) income                                           $      (1,539,695)  $     (2,892,420)   $      2,301,648
                                                             ==================  =================   ================

 Net (loss) income allocable to:
      Limited partners                                       $      (1,524,298)  $     (2,863,496)   $      2,278,632
      General Partner                                                  (15,397)           (28,924)             23,016
                                                             ------------------ ------------------   ----------------

                                                             $      (1,539,695)  $     (2,892,420)   $      2,301,648
                                                             ================== ==================   ================

 Weighted average number of
     limited partnership units outstanding                             607,856            607,856             607,856
                                                             =================   =================   ================

 Net (loss) income per weighted average
      limited partnership unit                               $          (2.51)   $          (4.71)   $           3.75
                                                             =================   =================    ===============

</TABLE>



See accompanying notes to consolidated financial statements.

                                       21
<PAGE>

                    ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
              Consolidated Statement of Changes in Partners' Equity
                  Years Ended December 31, 2002, 2003 and 2004



<TABLE>
<CAPTION>

                                               Limited Partner Distributions
                                                (Per weighted average unit)                               Total
                                           Return of    Investment         Limited         General       Partners'
                                           Capital       Income            Partners        Partner        Equity
                                           -------       ------            --------        -------        ------

<S>                                       <C>            <C>           <C>            <C>              <C>
Balance at January 1, 2002                                             $   9,047,866   $    (433,582)  $   8,614,284

 Cash distributions to partners           $0.52          $3.75            (2,594,024)        (26,202)     (2,620,226)

Net income                                                                 2,278,632          23,016       2,301,648
                                                                       -------------   -------------   -------------

Balance, December 31, 2002                                                 8,732,474       (436,768)       8,295,706

 Cash distributions to partners           $2.67          $   -            (1,621,978)       (16,383)      (1,638,361)
 Net loss                                                                 (2,863,496)       (28,924)      (2,892,420)
                                                                       -------------   -------------   -------------

Balance, December 31, 2003                                                 4,247,000       (482,075)       3,764,925

 Cash distributions to partners           $0.49          $   -              (299,372)        (3,024)        (302,396)
 Net loss                                                                 (1,524,298)       (15,397)      (1,539,695)
                                                                       --------------  -------------   -------------

Balance, December 31, 2004                                             $    2,423,330  $    (500,496)  $    1,922,834
                                                                       ==============  =============   =============
</TABLE>


See accompanying notes to consolidated financial statements.

                                       22
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,

<TABLE>
<CAPTION>


                                                                                  2004             2003             2002
                                                                                  ----             ----             ----

 Cash flows from operating activities:
<S>                                                                   <C>                  <C>               <C>
      Net (loss) income                                               $       (1,539,695)  $    (2,892,420)  $  2,301,648
      Adjustments to reconcile net (loss) income to
        net cash provided by operating activities:
          Rental income paid directly to lenders by lessees                     (900,000)         (900,000)    (2,200,000)
          Finance income portion of receivables
            paid directly to lenders by lessees                                    -               (41,561)      (193,939)
          Interest expense on non-recourse financing
            paid directly to lenders by lessees                                  900,000         1,129,191      1,206,993
          Accrued interest expense                                               275,309              -              -
          Depreciation                                                         1,199,900         1,599,866      1,553,222
          Impairment loss                                                          -             1,500,000           -
          Amortization of initial direct costs                                     1,533            11,674         61,569
          Reversal of provision for bad debts                                    (27,928)             -          (700,000)
          Net loss (gain) loss on sales of equipment                             939,642          (309,286)        14,300
          Loss (income) from investments in joint ventures                        65,373            86,852        (49,797)
          Non-cash portion of interest income and other                       (1,039,562)             -              -
          Minority interest                                                       17,980          (119,656)        52,601
        Changes in operating assets and liabilities:
          Collection of principal - non-financed receivables                     372,500         1,371,885      2,605,127
          Other assets, net                                                        -               462,791         54,550
          Security deposits, deferred credits and other payables                  92,743          (983,321)       (20,521)
          Deferred rental income                                                 111,784           635,154        306,576
          Due to affiliates, net                                                 (48,080)           65,410        262,854
                                                                      -------------------  ---------------  -------------

 Net cash provided by operating activities                                       421,499         1,616,579      5,255,183
                                                                      ------------------   ---------------  -------------

 Cash flows from investing activities:
      Proceeds from sales of equipment                                           592,744           484,966      2,394,019
      Distributions received from joint ventures                                   3,416             3,043           -
      Distributions to minority interest holders                                 (51,532)             -           (49,056)
                                                                      -------------------  ---------------  --------------

 Net cash provided by investing activities                                       544,628           488,009      2,344,963
                                                                      ------------------   ---------------  --------------

 Cash flows from financing activities:
      Principal payments on non-recourse debt                                   (145,594)       (1,132,717)    (5,597,034)
      Cash distributions to partners                                            (302,396)       (1,638,361)    (2,620,226)
                                                                      -------------------  ---------------- --------------

 Net cash used in financing activities                                          (447,990)       (2,771,078)    (8,217,260)
                                                                      -------------------  ---------------- --------------

 Net increase (decrease) in cash and cash equivalents                            518,137          (666,490)      (617,114)
 Cash and cash equivalents, beginning of the year                                 80,318           746,808      1,363,922
                                                                      ------------------   ---------------  -------------

 Cash and cash equivalents, end of the year                           $          598,455   $        80,318   $    746,808
                                                                      ==================   ===============   ============

</TABLE>


See accompanying notes to consolidated financial statements.

                                       23
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                      Consolidated Statements of Cash Flows
                            Years Ended December 31,


<TABLE>
<CAPTION>


                                                                              2004             2003              2002
                                                                              ----             ----              -----
 Supplemental disclosure of cash flow information:

<S>                                                                     <C>                <C>               <C>
    Cash paid during the year for interest                              $           -      $          -      $       -
                                                                        ================   ===============   =============


 Supplemental disclosure of non-cash investing and financing activities:
    Principal and interest from finance leases
     paid directly to lenders by lessees                                $           -      $       279,009   $  3,920,065
                                                                        ================   ===============   ============
    Rental income from operating leases
     paid directly to lenders by lessees                                $        900,000   $       900,000   $  2,200,000
                                                                        ================   ===============   =============
    Principal and interest on non-recourse financing
    paid directly  to lenders by lessees                                $        900,000   $     1,179,009   $  6,120,065
                                                                        ================   ===============   ============
</TABLE>



See accompanying notes to consolidated financial statements.

                                       24
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(1)    Organization

     ICON Cash Flow Partners,  L.P., Series E (the  "Partnership") was formed in
November 1991 as a Delaware limited  partnership.  The Partnership is engaged in
one business segment, the business of acquiring equipment subject to leases.

     The  principal  objective  of the  Partnership  is to  obtain  the  maximum
economic return from its investments for the benefit of its partners. To achieve
this objective, the Partnership:  (i) acquired a diversified portfolio of leases
and financing transactions; (ii) made monthly cash distributions to its partners
commencing with each partner's admission to the Partnership,  continuing through
the  reinvestment  period,  which  ended  on July  31,  1998  (iii)  re-invested
substantially  all  undistributed  cash from  operations  and cash from sales of
equipment and financing transactions during the reinvestment period; and (iv) is
selling the Partnership's investments and is distributing the cash from sales of
such investments to its partners during the disposition period.

     The  Partnership's   reinvestment  period  ended  July  31,  1998  and  the
Partnership  commenced its disposition period. During the disposition period the
Partnership is distributing substantially all distributable cash from operations
and equipment sales to the partners and will continue the orderly termination of
its operations and affairs.  The  Partnership  will not invest in any additional
finance or lease transactions during the disposition period.

     The  Partnership's  maximum  offering  was  $80,000,000.   The  Partnership
commenced  business  operations on its initial  closing date, July 6, 1992, with
the admission of 13,574.17 limited  partnership units.  Between July 7, 1992 and
July 31,  1993 (the  final  closing  date),  596,837.34  additional  units  were
admitted bringing the total admissions to 610,411.51 units totaling  $61,041,151
in capital contributions.  Between 1994 and 2004, the Partnership redeemed 2,556
limited  partnership  units resulting in 607,855.51  limited  partnership  units
outstanding at December 31, 2004.

     The General  Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut  corporation.  The General Partner manages and controls
the  business  affairs  of the  Partnership's  equipment  leases  and  financing
transactions  under the terms of a management  agreement  with the  Partnership.
Additionally,   the  General  Partner  has  a  1%  ownership   interest  in  the
Partnership.

     Profits,  losses, cash distributions and disposition proceeds are allocated
99% to the limited  partners  and 1% to the General  Partner  until each limited
partner has received cash distributions and disposition  proceeds  sufficient to
reduce  its  adjusted  capital  contribution  account  to zero and  receive,  in
addition,  other  distributions  and  allocations  which would provide a 10% per
annum  cumulative  return on their  outstanding  adjusted  capital  contribution
account. After such time, the distributions will be allocated 90% to the limited
partners and 10% to the General Partner.

                                       25
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)    Summary of Significant Accounting Policies

     Consolidation and Minority Interest

     The  consolidated   financial   statements  include  the  accounts  of  the
Partnership and its majority owned subsidiaries.  All intercompany  accounts and
transactions have been eliminated in consolidation. The Partnership accounts for
its  interests  in minority  owned  joint  ventures  under the equity  method of
accounting.  In such cases, the Partnership's  original investments are recorded
at cost and  adjusted for its share of earnings,  losses and  distributions.  In
joint ventures where the  Partnership's  ownership  interest is majority  owned,
minority  interest  represents the minority  venturer's  proportionate  share of
their equity in the joint  venture.  The  minority  interest is adjusted for the
minority venturer's share of the earnings or loss of the joint venture.

     Cash and Cash Equivalents

     Cash  and  cash  equivalents  include  cash  in  banks  and  highly  liquid
investments with original maturity dates of three months or less.

     Concentration of Credit Risk

     Concentrations  of credit risk with respect to lessees are dispersed across
different  industry  segments within the United States of America and throughout
the world;  accordingly,  the  Partnership  is exposed to business  and economic
risk.  Although the Partnership does not currently foresee a concentrated credit
risk  associated  with  its  lessees,  lease  payments  are  dependent  upon the
financial stability of the segments in which they operate.

     Allowance for Doubtful Accounts

     The  Partnership  estimates  collectibility  of  receivables  by  analyzing
historical bad debts,  lessee  concentrations  and credit worthiness and current
economic  trends when  evaluating  the  adequacy of the  allowance  for doubtful
accounts.  The Partnership  records an allowance for doubtful  accounts when the
analysis indicates that the probability of full collection is unlikely.

      Investments in Operating Leases

     Operating  leases  are  stated  at  cost  less  accumulated   depreciation.
Depreciation is being provided using the  straight-line  method over the term of
the related  equipment lease to its estimated  residual value at lease end. Upon
final   disposition  of  the  equipment,   the  cost  and  related   accumulated
depreciation  will be removed from the accounts and the resulting profit or loss
will be reflected in the  consolidated  statement of  operations.  Revenues from
operating  leases are  recognized on a straight line basis over the lives of the
related leases.

                                       26
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)    Summary of Significant Accounting Policies - continued

     Asset Impairments

     The  Partnership's  asset  portfolio  is  periodically  reviewed,  at least
annually, to determine whether events or changes in circumstances  indicate that
the carrying value of an asset may not be  recoverable.  An impairment loss will
be recognized if the carrying  amount of a long-lived  asset is not  recoverable
and exceeds its fair value. In such circumstances, the Partnership estimates the
future cash flows (undiscounted and without interest charges) expected to result
from the use of the asset and its  eventual  disposition.  Future cash flows are
the cash inflows  expected to be generated by an asset less the future  outflows
expected to be necessary to obtain those  inflows.  An  impairment  loss will be
measured  as the  amount by which the  carrying  amount  of a  long-lived  asset
exceeds its fair value.

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than its  carrying  value or (ii) the lessee is  experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the  disposition  of the asset will be  sufficient to satisfy the remaining
obligation to the lender and the  Partnership's  residual position in the asset.
Generally in the latter  situation,  the residual  position relates to equipment
subject to third  party  notes  payable  where the lessee  remits  their  rental
payments  directly  to the lender and we do not recover  our  residual  position
until the note payable is repaid in full.

     Equipment Held for Sale

     Equipment  held for sale is  recorded  at the  lower of cost or fair  value
expected to be realized upon sale and consists of equipment previously leased to
end users which has been returned to the Partnership following lease expiration.

     Estimated Unguaranteed Residual Values

     The Partnership carries its estimated  unguaranteed  residual values at the
estimated  unrecovered cost at lease termination.  The value is equal to or less
than  market  value,  and is subject to the  Partnership's  policy  relating  to
impairment review.

     Redemption of Limited Partnership Units

     The Partnership may, at its discretion,  redeem units from a limited number
of its  limited  partners,  in any  one  year,  as  defined  in the  partnership
agreement.  The  redemption  amounts  are  calculated  following  the  specified
redemption formula in accordance with the partnership agreement.  Redeemed units
have no  voting  rights  and do not  share in  distributions.  Redeemed  limited
partnership units are accounted for as a deduction from partners' equity.

     Per Unit Data

     Net income  (loss) and  distributions  per unit are based upon the weighted
average number of units outstanding during the period.

                                       27
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)    Summary of Significant Accounting Policies - continued

     Revenue Recognition

     The Partnership  leases  equipment to third parties which may be classified
as either a finance lease or an operating lease,  which is determined based upon
the terms of each lease. Initial direct costs are capitalized and amortized over
the term of the related lease for a finance lease.  For an operating  lease, the
initial  direct costs are  included as a component of the cost of the  equipment
and depreciated.

     For finance leases, the Partnership records, at lease inception,  the total
minimum lease payments  receivable from the lessee,  the estimated  unguaranteed
residual value of the equipment at lease  termination,  the initial direct costs
related to the lease and the related unearned income. Unearned income represents
the difference between the sum of the minimum lease payments receivable plus the
estimated unguaranteed residual minus the cost of the leased equipment. Unearned
income is  recognized  as finance  income  over the term of the lease  using the
effective interest rate method.

     For  operating  leases,  rental  income is  recognized on the straight line
method over the lease term.  Billed and uncollected  operating lease receivables
are included in other  assets.  Deferred  income is the  difference  between the
timing of the cash payments and the income recognized on a straight line basis.

     Fair Value of Financial Instruments

     Statement of Financial Accounting Standards ("SFAS") No. 107,  "Disclosures
About Fair Values of Financial Instruments," requires disclosures about the fair
value of financial instruments, except for lease related assets and liabilities.
Separate disclosure of fair value information at December 31, 2004 and 2003 with
respect to the Partnership's  assets and liabilities is not separately  provided
since  (i)  SFAS No.  107  does not  require  fair  value  disclosures  of lease
arrangements and (ii) the carrying value of financial  assets,  other than lease
related  investments,  and the recorded  value of payables  approximates  market
value. The Partnership's notes payable - non-recourse approximates fair value at
December 31, 2004 due to its near term maturity.

     Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial  statements and revenues and
expenses during the reporting period.  Significant  estimates  primarily include
the  allowance  for  doubtful  accounts and  unguaranteed  residual  values.  In
addition,  management is required to disclose  contingent  assets and contingent
liabilities. Actual results could differ from those estimates.

                                       28
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(2)    Summary of Significant Accounting Policies - continued

     Recent Accounting Pronouncements

     During   December  2004,  the  FASB  issued  SFAS  No.  153  "Exchanges  of
Nonmonetary  Assets--an  amendment of APB Opinion No. 29" ("SFAS 153"). SFAS 153
is based on the  principle  that  exchanges  of  nonmonetary  assets  should  be
measured  based on the fair  value of the  assets  exchanged.  The  guidance  in
Opinion  29,  however,  included  certain  exceptions  to that  principle.  This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges of nonmonetary assets that do not have commercial substance.  SFAS 153
is effective for  nonmonetary  exchanges  occurring in fiscal periods  beginning
after June 15, 2005. We do not expect the adoption of SFAS 153 to have an impact
on our financial position or results of operations.

     Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if currently adopted, would have a material effect on
the accompanying consolidated financial statements.

     Reclassifications

     Certain  reclassifications have been made to the accompanying  consolidated
financial  statements  for prior years in order to conform to the  current  year
presentation.

(3)    Joint Ventures

     The Partnership and its affiliates,  entities managed and controlled by the
General Partner, formed five joint ventures, discussed below, for the purpose of
acquiring and managing various assets. The Partnership and these affiliates have
substantially  identical investment objectives and participate on the same terms
and  conditions.  The  Partnership and the other joint venturers have a right of
first  refusal to purchase the  equipment,  on a pro-rata  basis,  if any of the
other joint  venturers  desire to sell their interests in the equipment or joint
venture.

     The two joint ventures  described below are majority owned and consolidated
with the Partnership.

     ICON Cash Flow Partners L.L.C.

     The Partnership  and an affiliate,  ICON Cash Flow Partners L.P. Six ("L.P.
Six"),  formed a joint venture,  ICON Cash Flow Partners L.L.C. ("ICON LLC") for
the purpose of acquiring and managing a McDonnell  Douglas  MD-83  Aircraft (the
"Aircraft").  The  Aircraft  was  leased to  Aerovias  de Mexico,  S.A.  de C.V.
("Aeromexico")  for $75,000 per month.  This lease expired  during January 2005.
The lessee  continues  to operate  the  Aircraft  and is making  monthly  rental
payments directly to the non-recourse lender in accordance with the terms of the
expired  lease.  The General  Partner is having  discussions  with the lender to
transfer title of the Aircraft to the lender for the outstanding  balance of the
non-recourse  debt. The Partnership  and L.P. Six acquired  interests of 99% and
1%, respectively,  in ICON LLC. The outstanding balance of the non-recourse debt
secured by this Aircraft was $9,674,432 at December 31, 2004.

                                       29
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(3)    Joint Ventures - continued

     ICON Receivables 1997-B LLC

     The Partnership  and two  affiliates,  L.P. Six and ICON Cash Flow Partners
L.P. Seven ("L.P. Seven"),  formed ICON Receivables 1997-B L.L.C. ("1997-B") and
contributed or assigned equipment leases,  finance  receivables and residuals to
1997-B  for the  purpose  of  securitizing  their  cash  flow  collections.  The
Partnership, L.P. Six and L.P. Seven each contributed cash, equipment leases and
residuals to 1997-B and own 75.00%, 8.33% and 16.67% interests, respectively, in
1997-B. The General Partner expects to liquidate 1997-B during 2005.

     For the  year  ended  December  31,  2004,  approximately  $912,000  of the
Partnership's  interest and other income  originated from 1997-B,  which was the
result of revised  estimates  for certain  liabilities  relating  to  previously
terminated leases which were deemed to no longer be valid at December 31, 2004.

     For the  year  ended  December  31,  2004,  approximately  $698,000  of the
Partnership's net loss on sales of equipment  originated from 1997-B,  which was
the result of approximately 170 leases that were terminated during 2004.

     The  three  joint  ventures  described  below  are  minority  owned  by the
Partnership  and  are  accounted  for  under  the  equity  method,  whereby  the
Partnership's  original  investment  was recorded at cost and is adjusted by its
share of earnings, losses and distributions of the joint ventures.

     ICON Cash Flow Partners L.L.C. II

     The  Partnership and an affiliate,  L.P. Six, formed a joint venture,  ICON
Cash Flow  Partners  L.L.C.  II ("LLC  II") for the  purpose  of  acquiring  and
managing a McDonnell Douglas MD-83 Aircraft (the  "Aircraft").  The Aircraft was
leased to Aeromexico  for $75,000 per month.  This lease expired  during January
2005. The lessee  continues to operate the Aircraft and is making monthly rental
payments directly to the non-recourse lender in accordance with the terms of the
expired  lease.  The General  Partner is having  discussions  with the lender to
transfer  title of the  Aircraft to the lender for the  non-recourse  debt.  The
Partnership and L.P. Six acquired interests of 1% and 99%, respectively,  in LLC
II.

     Information as to the financial  position and results of operations of ICON
LLC II at December  31, 2004 and 2003 and for the years ended  December 31, 2004
and 2003 are summarized below:

                                               December 31,
                                          2004              2003
                                      -------------    -------------
  Assets                              $  12,015,524     $ 12,736,517
                                      =============     ============
  Liabilities                         $   9,377,232     $  9,091,902
                                      =============     ============
  Equity                              $   2,638,292     $  3,644,615
                                      =============     ============
  Partnership's share of equity       $      26,383     $     36,446
                                      =============     ============

                                         Years Ended December 31,
                                          2004              2003
                                      -------------     ------------
  Net loss                            $  (1,006,323)    $ (3,173,263)
                                      ==============    ============
  Partnership's share of net loss     $     (10,063)    $    (31,733)
                                      ==============    =============
                                       30
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(3)    Joint Ventures - continued

     ICON Cash Flow L.L.C. III

     The  Partnership  and an  affiliate,  L.P.  Seven,  formed  ICON  Cash Flow
Partners  L.L.C.  III,  ("LLC III") for the purpose of acquiring  and managing a
1976 McDonnell Douglas DC-10-30 (the "Aircraft").  The original lease expired on
April 30, 2003. Effective May 1, 2003, the Aircraft was leased to World Airways,
Inc. on a "power-by-the-hour" basis until December 31, 2004. Effective September
1, 2004,  the lease was  modified to a fixed  rental of $50,000 per month,  plus
maintenance  reserves,  and the lease term has been extended  through  September
2006. LLC III acquired the Aircraft,  assuming  non-recourse  debt and utilizing
contributions  received from the Partnership and L.P. Seven. The Partnership and
L.P.  Seven  contributed  1% and 99% of the cash required for such  acquisition,
respectively.  LLC III has since fully repaid the  non-recourse  debt secured by
the Aircraft.

     Information as to the financial  position and results of operations of ICON
LLC III at December 31, 2004 and 2003 and for the years ended  December 31, 2004
and 2003 are summarized below:

                                                 December 31,
                                            2004              2003
                                        -------------    -------------
Assets                                  $   1,731,690    $   2,287,230
                                        =============    =============
Liabilities                             $        -       $        -
                                        =============    =============
Equity                                  $   1,731,690    $   2,287,230
                                        =============    =============
Partnership's share of equity           $      17,317    $      22,872
                                        =============    =============

                                             Years Ended December 31,
                                            2004              2003
                                        -------------    -------------
Net loss                                $   (213,893)    $ (2,746,103)
                                        ============     ============
Partnership's share of net loss         $     (2,139)    $     (27,461)
                                        ============     =============
Distributions                           $    341,647     $     304,270
                                        ============     =============
Partnership's share of distributions    $      3,416     $       3,043
                                        ============     =============

     ICON Receivables 1997-A LLC

     The Partnership and three affiliates, ICON Cash Flow Partners, L.P., Series
D ("Series  D"), L.P. Six and L.P.  Seven,  contributed  and assigned  equipment
leases,  finance  receivables  and  residuals  to ICON  Receivables  1997-A  LLC
("1997-A")  for the  purpose of  securitizing  their cash flow  collections.  At
December  31, 2004,  the  Partnership,  Series D, L.P.  Six and L.P.  Seven own,
31.19%, 17.81%, 31.03%, and 19.97%, respectively, in 1997-A.

     At December 31, 2004,  1997-A's operations have been liquidated as the note
holders have been fully repaid for their  investment in 1997-A and the remaining
receivables  relating  to the  securitizations  totaling  $345,152,  due from an
affiliate of the General Partner relating to lease receivables, were written-off
as  uncollectible.  The  remaining  cash is being  reserved to pay for potential
property tax; sales tax and other liabilities, if any.

                                       31
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(3)    Joint Ventures - continued

     Information  as to the  financial  position  and results of  operations  of
1997-A at December  31, 2004 and 2003 and for the years ended  December 31, 2004
and 2003 are summarized below:

                                            December 31,
                                       2004              2003
                                   -------------    -------------
Assets                             $     107,229    $     810,802
                                   =============    =============
Liabilities                        $      62,005    $     595,106
                                   =============    =============
Equity                             $      45,224    $     215,696
                                   =============    =============
Partnership's share of equity      $      14,105    $      67,276
                                   =============    =============

                                      Years Ended December 31,
                                       2004              2003
                                   -------------    -------------
Net loss                           $   (170,469)    $    (88,676)
                                   =============    =============
Partnership's share of net loss    $    (53,171)    $    (27,658)
                                   =============    =============

(4)    Investments in Operating Leases

     Investments in operating leases,  which now consists solely of the aircraft
owned by ICON LLC, is summarized as follows at December 31:

<TABLE>
<CAPTION>


                                                           2004             2003              2002
                                                      -------------     -------------    -------------
<S>                                                   <C>               <C>              <C>
 Equipment, beginning of year                         $  20,707,984     $  21,554,842    $  21,554,842
 Equipment dispositions                                        -             (846,858)            -
                                                      -------------     -------------    -------------

 Equipment, end of year                                  20,707,984        20,707,984       21,554,842
                                                      -------------     -------------    -------------

 Impairment, beginning of year                          (1,500,000)              -                -
 Impairment loss                                               -          (1,500,000)             -
                                                      -------------     ------------     -------------

 Impairment, end of year                                (1,500,000)       (1,500,000)             -
                                                      ------------      ------------     -------------

 Equipment at cost, end of year                          19,207,984        19,207,984       21,554,842
                                                      -------------     -------------    -------------

 Accumulated depreciation, beginning of year            (8,357,851)       (7,261,999)      (5,708,777)
 Accumulated depreciation on equipment
   dispositions                                                 -            504,014                -
 Depreciation expense                                   (1,199,900)       (1,599,866)      (1,553,222)
                                                      ------------      ------------     ------------
 Accumulated depreciation, end of year                  (9,557,751)       (8,357,851)      (7,261,999)
                                                      ------------      ------------     ------------


 Net investment in operating leases, end of year      $   9,650,233     $  10,850,133    $  14,292,843
                                                      =============     =============    =============
</TABLE>


     During 2003 the  Partnership  recorded an  impairment  loss relating to the
Aeromexico  aircraft  of  $1,500,000.  This  impairment  loss was a result of an
appraisal  which indicated a lower fair market value at lease  termination  than
initially estimated.

                                       32
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(5)    Allowance for Doubtful Accounts

     The allowance for doubtful  accounts relating to the investments in finance
lease receivables consisted of the following at December 31:


<TABLE>
<CAPTION>


                                                          2004              2003             2002
                                                     -------------     -------------    -------------
<S>                                                  <C>               <C>              <C>
Balance, beginning of year                           $   (578,391)     $   (566,551)    $ (1,888,318)

Reversal of allowance for doubtful accounts                 27,928            2,577        1,400,153
Write offs (recoveries)                                    491,369          (14,417)         (78,386)
                                                     -------------     --------------   -------------

Balance, end of year                                 $     (59,094)    $   (578,391)    $   (566,551)
                                                     =============     ============     ============
</TABLE>



     The  allowance  for  doubtful  accounts  relating  to  the  investments  in
financings consisted of the following at December 31:


<TABLE>
<CAPTION>

                                         2004             2003              2002
                                    -------------     -------------    -------------
<S>                                 <C>               <C>              <C>
 Balance, beginning of year         $  (1,405,763)    $ (1,403,186)    $  (1,214,557)

 Allowance for doubtful accounts             -              (2,577)         (700,153)
 Write offs                             1,405,763             -              511,524
                                    -------------     ------------     -------------

 Balance, end of year               $        -        $ (1,405,763)    $  (1,403,186)
                                    =============     ============     =============
</TABLE>


 (6)   Note Payable - Non Recourse

     At December  31,  2004 and 2003,  the  Partnership  had  outstanding  notes
payable - non-recourse  of $9,674,432  and  $9,565,050,  respectively.  The note
payable is secured by the Aircraft on lease with Aeromexico, accrues interest at
11.83% per annum and was due during  January  2005.  As discussed in Note 3, the
lender has a security  interest in the Aircraft and an  assignment of the rental
payments under the lease.  Rental payments are being made by the lessee directly
to the lender on the note payable non-recourse. The General Partner is currently
negotiating to transfer title of the Aircraft to the lender in  satisfaction  of
the outstanding balance of the non-recourse debt.

(7) Income Taxes (Unaudited)

     No provision  for income taxes has been  recorded  since the  liability for
such  taxes  is  that  of  each  of the  individual  partners  rather  than  the
Partnership.  The Partnership's income tax returns are subject to examination by
the Federal and state taxing authorities,  and changes, if any, could adjust the
individual income tax of the members.

     At December 31, 2004 and 2003, the partners'  equity  accounts  included in
the  consolidated   financial  statements  totaled  $1,922,834  and  $3,764,925,
respectively.  The partners'  equity for Federal income tax purposes at December
31,  2004  and  2003  totaled  $1,307,793  and  $4,575,065,   respectively.  The
difference  arises primarily from sales expenses  reported as a reduction in the
partners' capital accounts for financial  reporting purposes but not for Federal
income  tax  reporting  purposes,  and  differences  in direct  finance  leases,
depreciation  and  amortization,  recovery  for  losses  and  gain on  sales  of
equipment between financial reporting purposes and Federal income tax purposes.

                                       33
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(7)    Income Taxes (Unaudited) - continued

     The following  table  reconciles net (loss) income for financial  statement
reporting purposes to the loss for Federal income tax purposes as follows:


<TABLE>
<CAPTION>


                                                      Years Ended December 31,
                                          ------------------------------------------------
                                               2004             2003              2002
                                          -------------     -------------    -------------
<S>                                       <C>               <C>              <C>
Net (loss) income per
consolidated financial statements         $ (1,539,695)     $  (2,892,420)   $   2,301,648

Differences due to:
  Direct finance leases                       (632,568)           492,161         (141,396)
  Depreciation and amortization                (18,484)         2,608,644         (841,698)
  Recovery for losses                              -           (1,814,907)        (700,000)
  Gain on sales of equipment                 1,377,847            341,527            3,872
  Other                                     (2,151,976)           554,888       (1,767,921)
                                          -------------     -------------    ------------

Net loss for Federal income tax purposes  $ (2,964,876)     $   (710,107)    $  (1,145,495)
                                          =============     =============    =============

</TABLE>


(8)      Transactions with Related Parties

     In  accordance  with the  terms of the  management  agreement  between  the
Partnership and the General  Partner,  the Partnership  pays the General Partner
management  fees  ranging  from 1% to 7% based on a  percentage  of the  rentals
received  either  directly by the  Partnership  or through  joint  ventures.  In
addition, the General Partner is reimbursed for administrative expenses incurred
in connection with the Partnership's operations.

     Fees and other  expenses paid to the General  Partner or its affiliates and
charged to  operations  for the years ended  December 31,  2004,  2003 and 2002,
respectively, were as follows:

<TABLE>
<CAPTION>

                                                  Years Ended December 31,
                                      ------------------------------------------------
                                           2004             2003              2002
                                      -------------     -------------    -------------
<S>                                   <C>               <C>              <C>
Management fees                       $      70,427     $     208,593    $     354,788
Administrative expense reimbursements        32,923           128,341          194,272
                                      -------------     -------------    -------------

   Total                              $     103,350     $     336,934    $     549,060
                                      =============     =============    =============

</TABLE>


     At December 31, 2004, the  Partnership  had a net payable due to affiliates
of $4,715,  of which  $4,685 was owed the  General  Partner  for  administrative
expense reimbursements.  At December 31, 2003 amounts due to General Partner and
affiliates  of $594,982  consisted of  approximately  $43,000 due to the General
Partner  for  management  fees and  administrative  expense  reimbursements  and
approximately  $552,000  due to  affiliates  that  relates to rents  received on
behalf of such affiliates.

(9)    Concentration Risks

     The  Partnership's  cash and cash  equivalents are held  principally at one
financial  institution and at times may exceed insured  limits.  The Partnership
has placed  these funds in a high quality  institution  in order to minimize its
risk.

     For the years ended  December  31,  2004,  2003 and 2002 the  Partnership's
lease with Aeromexico represents  approximately 95%, 83% and 86%,  respectively,
of the Partnership's rental income.

                                       34
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2004 and 2003

(10) Selected Quarterly Financial Data (Unaudited)

     The following  table is a summary of selected  financial  data, by quarter,
for the years ended December 31, 2004 and 2003:

<TABLE>
<CAPTION>
                                                                 Quarters Ended in 2004
                                                --------------------------------------------------------
                                              March 31,          June 30,     September 30,  December 31,
                                              ---------          --------     -------------  -----------

<S>                                        <C>                 <C>            <C>               <C>
 Revenue                                   $      450,994      $   (358,884)  $     873,306     $   183,387
                                           ==============      =============  =============     ===========
 Net loss allocable to limited partners    $     (385,875)     $   (898,993)  $     (65,634)    $  (173,796)
                                           ==============      =============  =============     ===========
 Net loss per weighted average
   limited partnership unit                $        (0.63)     $      (1.48)  $      (0.11)     $     (0.29)
                                           ==============      =============  =============     ===========

</TABLE>

<TABLE>
<CAPTION>

                                                                    Quarters Ended in 2003
                                                        ---------------------------------------------------
                                                         March 31,    June 30, September 30,   December 31,
                                                         --------     -------  ------------    ------------

<S>                                                   <C>          <C>          <C>             <C>
 Revenue                                              $1,051,615   $  365,481   $ 343,652       $   411,517
                                                      ===========  ==========   =========       ===========
 Net income (loss) allocable to limited partners      $   14,052   $ (505,165)  $(469,935)      $(1,902,448)
                                                      ==========   ==========   =========       ===========
 Net income (loss) per weighted average
   limited partnership unit                           $     0.02  $     (0.82)  $   (0.77)      $     (3.14)
                                                      ==========  ===========   ==========      ===========

</TABLE>
Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

         During the year ended December 31, 2004 we had no disagreements with
     our accountants on any matters of accounting or financial reporting.

Item 9A. Controls and Procedures

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of  management  of  ICON  Capital  Corp.,  our  General  Partner,
including the Principal  Executive Officer and the Principal  Financial Officer,
of the effectiveness of the design and operation of our disclosure  controls and
procedures  as of the end of the period  covered by this report  pursuant to the
Securities  Exchange  Act of 1934.  Based  upon the  evaluation,  the  Principal
Executive  Officer  and the  Principal  Financial  Officer  concluded  that  our
disclosure controls and procedures were effective.

     There were no  significant  changes in our internal  control over financial
reporting during our fourth fiscal quarter that have materially affected, or are
likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

         Not applicable.

                                       35
<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant's General Partner

     The General  Partner,  a Connecticut  corporation,  was formed in 1985. The
General Partner's principal offices are located at 100 Fifth Avenue, 10th Floor,
New York,  New York  10011,  and its  telephone  number is (212)  418-4700.  The
officers of the General  Partner have  extensive  experience  with  transactions
involving the  acquisition,  leasing,  financing and  disposition  of equipment,
including  acquiring  and  disposing  of  equipment  subject  to leases and full
financing transactions.

     The manager of our business is the General Partner.  The General Partner is
engaged in a broad range of equipment leasing and financing activities.  Through
its sales  representatives and through various broker  relationships  throughout
the United States, the General Partner offers a broad range of equipment leasing
services.

     The General Partner performs certain  functions  relating to the management
of our  equipment.  Such services  include the collection of lease payments from
the lessees of the equipment,  re-leasing  services in connection with equipment
which is  off-lease,  inspections  of the  equipment,  liaison  with and general
supervision of lessees to assure that the equipment is being  properly  operated
and maintained, monitoring performance by the lessees of their obligations under
the leases and the payment of operating expenses.

    Our officers and directors are:

 Beaufort J.B. Clarke  Chairman, Chief Executive Officer and Director
 Paul B. Weiss         President and Director
 Thomas W. Martin      Executive Vice President, Chief Financial Officer and
                       Director
 Michael A. Reisner    Senior Vice President and General Counsel
 Sean E. Hoel          Senior Vice President

     Beaufort J. B. Clarke,  58, has been our Chairman,  Chief Executive Officer
and Director  since  August of 1996.  He was our  President  from August of 1996
until December 31, 1998. Prior to his present positions, Mr. Clarke was founder,
President  and Chief  Executive  Officer of Griffin  Equity  Partners,  Inc.  (a
purchaser  of equipment  leasing  portfolios)  from October 1993 through  August
1996. Prior to that, Mr. Clarke was President of Gemini Financial Holdings, Inc.
(an  equipment   leasing  company)  from  June  1990  through   September  1993.
Previously,  Mr. Clarke was a Vice President of AT&T Systems Leasing. Mr. Clarke
formerly was an attorney with Shearman and Sterling.  Mr. Clarke received a B.A.
degree  from  the  George  Washington  University  and a J.D.  degree  from  the
University  of South  Carolina.  Mr.  Clarke has been in the  equipment  leasing
business, as a business person and lawyer, since 1979.

     Paul B. Weiss,  44, has been our  President  and Director  since January 1,
1999. Mr. Weiss was our Director and Executive Vice  President  responsible  for
lease  acquisitions  from  November of 1996 until  December 31, 1998.  Mr. Weiss
served as Executive Vice  President and  co-founder of Griffin Equity  Partners,
Inc. from October of 1993 through November of 1996. Prior to that, Mr. Weiss was
Senior Vice President of Gemini Financial  Holdings,  Inc. from 1991 to 1993 and
Vice President of Pegasus  Capital  Corporation (an equipment  leasing  company)
from 1988 through 1991. Mr. Weiss received a B.A. in Economics from  Connecticut
College. Mr. Weiss has been in the equipment leasing business since 1988.

     Thomas  W.  Martin,  51,  has  been our  Executive  Vice  President,  Chief
Financial  Officer and Director (and  Director,  President  and Chief  Financial
Officer of the  dealer-manager as well) since August of 1996. Mr. Martin was the
Executive Vice President,  Chief  Financial  Officer and a co-founder of Griffin
Equity  Partners,  Inc.  from October 1993 to August  1996.  Prior to that,  Mr.
Martin was Senior Vice President of Gemini Financial  Holdings,  Inc. from April
1992 to October  1993 and he held the position of Vice  President at  Chancellor
Corporation (an equipment  leasing  company) for 7 years.  Mr. Martin received a
B.S.  degree from the  University of New  Hampshire.  Mr. Martin has been in the
equipment leasing business since 1983.

     Michael  A.  Reisner,  Esq.,  34, has been our Senior  Vice  President  and
General  Counsel  since  January 2004.  Mr.  Reisner was our Vice  President and
Associate General Counsel from March 2001 until December 2003. Previously,  from
1996 to 2001, Mr. Reisner was an attorney with Brodsky Altman & McMahon,  LLP in
New York, concentrating on commercial transactions.  Mr. Reisner received a J.D.
from New York Law School and a B.A. from the University of Vermont.

     Sean E. Hoel, 35, has been our Senior Vice  President  since June 1999. Mr.
Hoel is responsible for the acquisition of equipment  subject to lease. Mr. Hoel
has a Masters Degree in Finance from Seattle University,  preceded by Law School
at the  University of Oslo, a B.A. in Finance at the  University of Wyoming,  as
well as three years of military service as a naval officer.

                                       36
<PAGE>

     Code of Ethics

     The General  Partner,  on our behalf,  has adopted a code of ethics for its
Chief Executive Officer,  Chief Financial Officer and Chief Accounting  Officer.
The Code of Ethics is available  free of charge by requesting it in writing from
our General Partner.  The General  Partner's  address is 100 Fifth Avenue,  10th
Floor, New York, New York 10011.

Item 11. Executive Compensation

     We have no directors or officers.  The General  Partner and its  affiliates
were paid or accrued the following  compensation and reimbursement for costs and
expenses for the years ended December 31, 2004, 2003 and 2002.

<TABLE>
<CAPTION>


        Entity               Capacity            Compensation            2004           2003       2002
----------------------  ------------------  ------------------------  -----------  -----------  -----------
<S>                     <C>                 <C>                       <C>          <C>          <C>
ICON Capital Corp.      General Partner     Management fees           $    70,427  $   208,593  $   354,788
                                                                      ===========  ===========  ===========
ICON Capital Corp.      General Partner     Administrative fees       $    32,923  $   128,341  $   194,272
                                                                      ===========  ===========  ===========
</TABLE>


     The   General   Partner   also  has  a  1%  interest  in  our  profits  and
distributions.  We paid distributions to the General Partner of $3,024,  $16,383
and $26,202, respectively, for the years ended December 31, 2004, 2003 and 2002.
Additionally,  the  General  Partner's  interest  in our net  (loss)  income was
$(15,397), $(28,924) and $23,016, respectively, for the years ended December 31,
2004,  2003 and 2002.  During March 2005, we paid a distribution  to our General
Partner of $5,050.

Item 12. Security Ownership of Certain Beneficial Owners and Management

     (a)  We are a limited  partnership  and therefore do not have voting shares
          of  stock.  No  person  of  record  owns,  or is  known  by us to  own
          beneficially, more than 5% of any class of our securities.

     (b)  As of March 31, 2005, Directors and Officers of the General Partner do
          not own any of our equity securities.

     (c)  The General Partner owns our equity securities,  as follows; a General
          Partner Interest which represents initially a 1% and potentially a 10%
          interest in our income, gain and losses. The General Partner owns 100%
          of the General Partner Interest.


                                       37
<PAGE>

Item 13. Certain Relationships and Related Transactions

     See Item 11 for a discussion of our related party transactions. See Notes 3
and 7 to our consolidated  financial  statements for a discussion of our related
party activity and investments in joint ventures.

Item 14. Principal Accountant Fees and Services

     During the years ended  December  31, 2004 and 2003 our  auditors  provided
audit  services  relating  to our annual  report on Form 10-K and our  quarterly
reports on Form 10-Q. Additionally,  our auditors provided other services in the
form of tax compliance work. Their fees are shown in the table below:

                                    2004              2003
                                -------------    -------------
  Audit fees                    $      27,000    $      24,000
  Audit related fees                     -                -
  Tax fees (for compliance)            17,900            1,000
                                -------------    -------------

                                $      44,900    $      25,000
                                =============    =============

                                       38
<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) 1. Financial Statements - See Part II, Item 8 hereof.

2. Financial  Statement  Schedules - None.

Schedules not listed above have been omitted  because they are not applicable or
are not required or the information required to be set forth therein is included
in the consolidated financial statements or notes thereto.

3. Exhibits - The following exhibits are incorporated herein by reference:

(i) Form of Dealer-Manager  Agreement  (Incorporated by reference to Exhibit 1.1
to Amendment No. 2 to Form S-1  Registration  Statement No.  33-44413 filed with
the Securities and Exchange Commission on June 4, 1992)

(ii) Form of Selling Dealer Agreement  (Incorporated by reference to Exhibit 1.2
to Amendment No. 2 to Form S-1  Registration  Statement No.  33-44413 filed with
the Securities and Exchange Commission on June 4, 1992)

(iii) Amended and Restated Agreement of Limited Partnership (Incorporated herein
by reference to Exhibit A to Amendment No. 2 to Form S-1 Registration  Statement
No. 33-44413 filed with the Securities and Exchange Commission on June 4, 1992)

(iv) Unconsolidated  Joint Venture Financial  Statements ICON Receivables 1997-A
LLC - at and for the  year  ended  December  31,  2002  incorporated  herein  by
reference to the Form 10-K No. 33-44413.

(v) 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  (incorporated  by reference to Current
Report on Form 8-K, dated January 6, 2005).

 (c) Exhibits

31.1 Rule 13a-14(a)/15d-14(a) certifications

31.2 Rule 13a-14(a)/15d-14(a) certifications

32.1 Certification of Chairman and Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002.

32.2  Certification  of Executive  Vice  President and  Principal  Financial and
Accounting  Officer  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.

                                       39
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Partnership  has duly  caused this report to be signed on its
behalf by the undersigned,  thereunto duly authorized.  ICON Cash Flow Partners,
L.P.,  Series E File No.  33-44413  (Registrant)  By its General  Partner,  ICON
Capital Corp.

Date:    April 22, 2005      /s/ Beaufort J.B. Clarke
                             Beaufort J.B. Clarke
                             Chairman, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacity and on the dates  indicated.  ICON  Capital  Corp.  sole General
Partner of the Registrant


Date:    April 22, 2005     /s/ Beaufort J.B. Clarke
                            Beaufort J.B. Clarke
                            Chairman, Chief Executive Officer and Director


Date:    April 22, 2005     /s/ Paul B. Weiss
                            Paul B. Weiss
                            President and Director


Date:    April 22, 2005     /s/ Thomas W. Martin
                            Thomas W. Martin
                            Executive Vice President and Director
                           (Principal Financial and Accounting Officer)

Supplemental Information to be furnished with reports filed pursuant to Section
15(d) of the Act by Registrant which have not registered securities pursuant to
Section 12 of the Act

     No annual report or proxy  material has been sent to security  holders.  An
annual report will be sent to the limited  partners and a copy will be forwarded
to the Commission.

                                       40
<PAGE>

Exhibit 31.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley  Act of 2002 (18 U.S.C.  1350) I, Beaufort J.B.  Clarke,  certify
that:

1. I have reviewed  this annual report on Form 10-K of ICON Cash Flow  Partners,
L.P., Series E;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statements of a material fact or omit to state a material fact necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on  my  knowledge,  the  financial  statements  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant,  including its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the period in which this  annual  report is
     being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
     procedures  and presented in this annual report our  conclusions  about the
     effectiveness  of the  disclosure  controls and procedures as of the end of
     the period covered by this annual report based on such evaluation; and

     c) presented in this annual report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's  auditors and the board of directors of the  Corporate  Manager (or
persons performing the equivalent function):

     a) all significant  deficiencies  and material  weaknesses in the design or
     operation of internal  control,  are reasonably likely to materially affect
     the  Partnership's  ability  to  record,  process,   summarize  and  report
     financial information; and

     b) any fraud,  whether or not material,  that involves  management or other
     employees who have a significant role in the registrant's internal controls
     over financial reporting.

Dated: April 22, 2005

/s/ Beaufort J.B. Clarke
-----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Cash Flow Partners, L.P., Series E


                                       41
<PAGE>

Exhibit 31.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) I, Thomas W. Martin, certify that:

1. I have reviewed  this annual report on Form 10-K of ICON Cash Flow  Partners,
L.P., Series E;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statements of a material fact or omit to state a material fact necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on  my  knowledge,  the  financial  statements  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this annual report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and  procedures  and presented in this annual  report our  conclusions
          about the  effectiveness of the disclosure  controls and procedures as
          of the end of the period  covered by this annual  report based on such
          evaluation; and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the  registrant's  auditors  and the board of  directors  of the  Corporate
     Manager (or persons performing the equivalent function):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation of internal  control,  are  reasonably  likely to materially
          affect the  Partnership's  ability to record,  process,  summarize and
          report financial information and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls over financial reporting.

Dated:
April 22, 2005


/s/ Thomas W. Martin
----------------------------------------
Thomas W. Martin
Executive Vice President
(Principal Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Cash Flow Partners, L.P., Series E

                                       42
<PAGE>

Exhibit 32.1

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley  Act of 2002 (18 U.S.C.  1350)

I, Beaufort J.B.  Clarke,  Chairman and Chief Executive  Officer of ICON Capital
Corp,  the General  Partner,  in connection  with the Annual Report of ICON Cash
Flow  Partners,  L.P.,  Series E (the  "Partnership")  on Form 10-K for the year
ended December 31, 2004, as filed with the Securities and Exchange Commission on
the date hereof (the "Annual  Report")  certify,  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

     (1) the Annual Report fully complies with the requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

     (2) the information  contained in the Annual Report fairly presents, in all
     material respects, the financial condition and results of operations of the
     Partnership.

Dated: April 22, 2005

/s/ Beaufort J.B. Clarke
------------------------------------------------------
Beaufort J.B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
Manager of ICON Cash Flow Partners, L.P., Series E


                                       43
<PAGE>


Exhibit 32.2

Principal  Executive  Officer  Certification  Pursuant  to  Section  302  of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

I,  Thomas  W.  Martin,   Executive  Vice  President  (Principal  Financial  and
Accounting  Officer) of ICON Capital Corp,  the General  Partner,  in connection
with  the  Annual  Report  of ICON  Cash  Flow  Partners,  L.P.,  Series  E (the
"Partnership")  on Form 10-K for the year ended December 31, 2004, as filed with
the Securities and Exchange  Commission on the date hereof (the "Annual Report")
certify,  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the
best of my knowledge and belief:

     (1) the Annual Report fully complies with the requirements of Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and

     (2) the information  contained in the Annual Report fairly presents, in all
     material respects, the financial condition and results of operations of the
     Partnership.

Dated: April 22, 2005

/s/ Thomas W. Martin
-------------------------------------------------------
Thomas W. Martin
Executive Vice President (Principal
Financial and Accounting Officer)
ICON Capital Corp.
Manager of ICON Cash Flow Partners, L.P., Series E

                                       44