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 [Fee Required]

For the fiscal year ended                   December 31, 1999
                          ------------------------------------------------------
                                       or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 [Fee Required]

For the transition period from                     to
                               -------------------    --------------------------

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)

              111 Church Street, White Plains, New York 10601-1505
--------------------------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code          (914) 993-1700
                                                   -----------------------------

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

Title of each class                    Name of each exchange on which registered

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Securities registered pursuant to Section 12(g) of the Act:
  Units of Limited Partnership Interests

--------------------------------------------------------------------------------
                                (Title of class)

--------------------------------------------------------------------------------
                                (Title of class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                                           [X] Yes       [  ] No


<PAGE>


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

                                December 31, 1999

                                TABLE OF CONTENTS

Item                                                                    Page

PART I

1.   Business                                                            3-4

2.   Properties                                                            5

3.   Legal Proceedings                                                     5

4.   Submission of Matters to a Vote of Security Holders                   5

PART II

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

6.   Selected Consolidated Financial and Operating Data                    6

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                 7-9

8.   Consolidated Financial Statements and Supplementary Data          10-29

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                  30

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                   30-31

11.  Executive Compensation                                               32

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                       32

13.  Certain Relationships and Related Transactions                       33

PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K      33

SIGNATURES                                                                34


<PAGE>


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

                                December 31, 1999

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.  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
December 31, 1992, 236,021.97 additional units were admitted and from January 1,
1993 to July 31, 1993 (the final closing date), 360,815.37 additional units were
admitted  bringing the final admission to 610,411.51 units totaling  $61,041,151
in capital contributions. From 1994 through 1998, the Partnership redeemed 2,556
limited  partnership  units. The Partnership did not redeem limited  partnership
units in 1999,  leaving  607,855.51  limited  partnership  units  outstanding at
December 31, 1999. The sole general  partner is ICON Capital Corp. (the "General
Partner").

     The Partnership's  reinvestment period ended July 31, 1998. The disposition
period began on August 1, 1998.  During the  disposition  period the Partnership
has 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.  The  Partnership  has not and will not invest in
any additional  finance or lease  transactions  during the  disposition  period.
During the disposition period the Partnership  expects to recover, at a minimum,
the carrying value of its assets.

Narrative Description of Business

     The  Partnership  is  an  equipment  leasing  income  fund.  The  principal
investment objective of the Partnership is to obtain the maximum economic return
from its  investments for the benefit of its limited  partners.  To achieve this
objective,  the Partnership has: (1) acquired a diversified  portfolio of leases
and financing  transactions;  (2) made monthly cash distributions to its limited
partners  from cash from  operations,  commencing  with each  limited  partner's
admission to the Partnership,  (3) re-invested  substantially  all undistributed
cash from  operations and cash from sales in additional  equipment and financing
transactions  during  the  reinvestment  period;  and  (4)  begun  to  sell  the
Partnership's investments and distribute the cash from sales of such investments
to its limited partners.

     The equipment  leasing  industry is highly  competitive.  In initiating its
leasing   transactions   the  Partnership   competed  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 the  Partnership  and have greater  financial
resources.




<PAGE>


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

                                December 31, 1999

     The Partnership has no direct  employees.  The General Partner has full and
exclusive discretion in management and control of the Partnership.

Lease and Financing Transactions

     For the years ended December 31, 1999 and 1998, the  Partnership  purchased
and leased or financed $0 and  $53,254,390  of equipment,  respectively,  with a
weighted average initial transaction term of 0 and 44 months, respectively,  and
invested  $84,535 and $87,185 in joint ventures in 1999 and 1998,  respectively.
Included  in the  summary of  equipment  cost by  category  below is 100% of the
equipment cost acquired by two joint ventures in which the Partnership has a 99%
and  75%  interest.   The   Partnership   accounts  for  these   investments  by
consolidating  100% of the  assets and  liabilities  of the joint  ventures  and
reflecting,  as a  liability,  the related  minority  interests.  The  equipment
purchased by three other joint ventures in which the Partnership has a less than
50% interest are not included in this table.  At December 31, 1999, the weighted
average initial  transaction  term of the portfolio was 50 months.  A summary of
the portfolio  equipment  cost by category held at December 31, 1999 and 1998 is
as follows:
<TABLE>

                                      December 31, 1999           December 31, 1998
                                 -------------------------    -------------------------
Category                              Cost         Percent        Cost         Percent

<S>                              <C>                <C>      <C>                <C>
Aircraft .....................   $ 23,010,250       22.3%    $ 23,010,250       19.1%
Retail Systems ...............     15,973,850       15.5       18,029,410       15.0
Computer systems .............     14,172,782       13.7       16,795,387       13.9
Manufacturing & production ...     12,901,249       12.5       18,915,472       15.7
Telecommunications ...........      9,976,789        9.7       11,218,104        9.3
Furniture and fixtures .......      9,497,699        9.2       11,068,318        9.2
Restaurant equipment .........      4,449,367        4.3        7,370,358        6.1
Medical ......................      3,087,242        3.0        3,215,121        2.7
Automotive ...................      2,240,961        2.2        2,311,216        1.9
Construction .................      1,554,753        1.5        1,594,293        1.3
Material handling ............      1,403,993        1.4        1,481,333        1.2
Sanitation ...................      1,054,294        1.0        1,054,294        0.9
Miscellaneous ................      3,776,956        3.7        4,521,350        3.7
                                 ------------      -----     ------------      -----

                                 $103,100,185      100.0%    $120,584,906      100.0%
                                 ============      =====     ============      =====
</TABLE>

     The Partnership has one lease which  individually  represents  greater than
10% of the total  portfolio  equipment  cost at December 31, 1999.  The lease is
with Aerovias de Mexico, S.A. de C.V. ("Aero Mexico").  The underlying equipment
is an aircraft and the asset  represented  20.1% of the total  portfolio cost at
December 31, 1999.



<PAGE>


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

                                December 31, 1999

Item 2.  Properties

     The  Partnership  neither owns nor leases office space or equipment for the
purpose of managing its day-to-day affairs.

Item 3.  Legal Proceedings

     The Partnership is not a party to any pending legal proceedings.

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 of 1999.

PART II

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

     The Partnership's limited partnership interests are not publicly traded nor
is there currently a market for the Partnership's limited partnership interests.
It is unlikely that any such market will develop.

                                           Number of Equity Security Holders
Title of Class                                    as of December 31,
--------------                             ---------------------------------
                                            1999                      1998
                                            ----                      ----

Limited partners                           3,753                     3,736
General Partner                                1                         1


<PAGE>


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

                                December 31, 1999

Item 6.  Selected Consolidated Financial and Operating Data
<TABLE>

                                                      Years Ended December 31,
                               -----------------------------------------------------------------
                                   1999         1998          1997         1996         1995
                                   ----         ----          ----         ----         ----

<S>                            <C>           <C>           <C>          <C>          <C>
Total revenues ............... $10,203,685   $10,087,667   $7,611,293   $9,849,216   $12,180,865
                               ===========   ===========   ==========   ==========   ===========

Net income ................... $ 2,242,510   $ 1,047,706   $2,368,585   $2,243,883   $ 1,585,802
                               ===========   ===========   ==========   ==========   ===========

Net income allocable
  to limited partners ........ $ 2,220,085   $ 1,037,229   $2,344,899   $2,221,444   $ 1,569,944
                               ===========   ===========   ==========   ==========   ===========

Net income allocable
  to the General Partner ..... $    22,425   $    10,477   $   23,686   $   22,439   $    15,858
                               ===========   ===========   ==========   ==========   ===========

Weighted average
  limited partnership
  units outstanding ..........     607,856       608,273      609,211      609,503       609,650
                               ===========   ===========   ==========   ==========   ===========

Net income per
  weighted average limited
  partnership unit ........... $      3.65   $      1.71   $     3.85   $     3.64   $      2.58
                               ===========   ===========   ==========   ==========   ===========

Distributions to
  limited partners ........... $ 4,381,933   $ 7,755,553   $7,768,316   $7,771,164   $ 7,773,082
                               ===========   ===========   ==========   ==========   ===========

Distributions to the
  General Partner ............ $    44,258   $    78,338   $   78,468   $   78,496   $    78,512
                               ===========   ===========   ==========   ==========   ===========
</TABLE>

                                     Years Ended December 31,
                   -------------------------------------------------------------
                      1999       1998         1997         1996          1995
                      ----       ----         ----         ----          ----

Total assets ...  $64,830,618 $86,918,230  $66,917,017  $77,934,170  $95,508,881
                  =========== ===========  ===========  ===========  ===========

Partners' equity  $14,692,389 $16,876,070  $23,689,694  $29,192,964  $34,807,701
                  =========== ===========  ===========  ===========  ===========

     The  above  selected   consolidated   financial  data  should  be  read  in
conjunction  with  the  consolidated  financial  statements  and  related  notes
appearing elsewhere in this report.


<PAGE>


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

                                December 31, 1999

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

     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases,  financings,  operating leases and equity  investments in joint ventures
representing  48%,  25%, 26% and 1% of total  investments  at December 31, 1999,
respectively,  and 50%,  28%,  20% and 2% of total  investments  at December 31,
1998, respectively.

Results of Operations

Years Ended December 31, 1999 and 1998

     For the year ended December 31, 1999 the  Partnership  did not purchase any
new equipment investments. For the year ended December 31, 1998, the Partnership
purchased and leased or financed  equipment  with an initial cost of $53,254,390
to 177 lessees or equipment users.

     Revenues  for  the  year  ended   December   31,  1999  were   $10,203,685,
representing  an  increase  of  $116,018  from 1998.  The  increase  in revenues
resulted  primarily  from an  increase  in  finance  income of  $463,085  and an
increase in gain on sales of equipment of $248,841. The increases were partially
offset by a decrease in interest  income and other of $317,254 and a decrease in
income from equity  investments in joint  ventures of $290,954.  The net gain on
sales of equipment increased due to an increase in the number of leases maturing
in which the underlying  equipment was sold. The decrease in interest income and
other was due primarily to decreased  average levels of debt outstanding in 1999
versus 1998.

     Expenses for the year ended December 31, 1999 were $7,961,175, representing
a decrease of $1,078,786 from 1998. The decrease in expenses resulted  primarily
from  decreases  in interest  expense of  $389,060,  provision  for bad debts of
$275,089, management fees of $278,814,  administrative expense reimbursements of
$117,474  and in  amortization  of  initial  direct  costs  of  $202,107.  These
decreases  were  partially  offset by  increases  in general and  administrative
expense of  $127,122,  depreciation  expense of $41,708  and  minority  interest
expense in joint ventures of $14,928.

     Interest  expense   decreased  due  to  a  decrease  in  the  average  debt
outstanding  from  1998  to  1999.  As a  result  of  the  ongoing  analysis  of
delinquency  trends,  loss  experience and an assessment of overall credit risk,
the Partnership  recorded  provisions for bad debts of $1,000,000 and $1,275,089
for 1999 and 1998.  Management fees and  administrative  expense  reimbursements
decreased  due to a decrease in the average size of the  portfolio  from 1998 to
1999.  Amortization  of initial direct costs  decreased due to a decrease in the
average size of the portfolio subject to initial direct costs from 1998 to 1999.

     Net income for the years ended  December  31, 1999 and 1998 was  $2,242,510
and  $1,047,706,  respectively.  The net income  per  weighted  average  limited
partnership unit was $3.65 and $1.71 for 1999 and 1998, respectively.



<PAGE>


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

                                December 31, 1999

Years Ended December 31, 1998 and 1997

     For the years ended December 31, 1998 and 1997, the  Partnership  purchased
and  leased or  financed  equipment  with an  initial  cost of  $53,254,390  and
$23,112,295,   respectively,   to  177  and  447  lessees  or  equipment  users,
respectively.

     Revenues  for  the  year  ended   December   31,  1998  were   $10,087,667,
representing  an  increase  of  $2,476,374  or 33% from 1997.  The  increase  in
revenues resulted  primarily from an increase in finance income of $2,796,741 or
83%, an increase in rental  income of $436,325 or 22%, and an increase in income
from equity  investments in joint ventures of $232,086 or 217%.  These increases
were  partially  offset by a  decrease  in net gain on sales or  remarketing  of
equipment  of $557,256  or 46% and a decrease  in  interest  income and other of
$431,522 or 46%. Finance income increased due to an increase in the average size
of the finance lease  portfolio from 1997 to 1998. The  Partnership's  operating
lease with Alaska Air  terminated  in April 1997 and the asset was  subsequently
released to Aero Mexico in June 1997. Rental income increased due to contractual
rents under the new Aero Mexico lease being greater than contractual rents under
the Alaska Air lease.  The Partnership  contributed  equipment lease and finance
receivables,  residuals and cash totaling $16,287,305 to ICON Receivables 1997-A
L.L.C.  ("1997-A"),  a joint venture,  in September 1997. Income from the equity
investments  in joint  ventures for 1997 includes three months of income related
to the 1997-A  investment  compared to twelve  months for 1998.  The net gain on
sales or remarketing  of equipment  decreased due to a decrease in the number of
leases  maturing in which the underlying  equipment was sold or remarketed,  for
which the proceeds  received were in excess of the average carrying value of the
equipment.  The decrease in interest  income and other was due  primarily to the
decrease  in  interest  income  related  to a loan  from the  Partnership  to an
affiliate, ICON Asset Acquisition L.L.C. The loan was repaid in August 1997.

     Expenses for the year ended December 31, 1998 were $9,039,961, representing
an increase of  $3,797,253 or 72% from 1997.  The increase in expenses  resulted
primarily from an increase in interest expense of $2,024,584 or 82%, an increase
in the provision for bad debts of $1,275,088,  an increase in management fees of
$288,032  or 31%,  an  increase  in  administrative  expense  reimbursements  of
$171,074 or 35%, an increase in general and  administrative  expense of $187,820
or 51%, an increase in depreciation expense of $69,884 or 15% and an increase in
minority  interest in joint  ventures  of $7,088 or 12%.  These  increases  were
partially  offset by a  decrease  in  amortization  of initial  direct  costs of
$226,318 or 49%.

     Interest  expense  increased  due  to  an  increase  in  the  average  debt
outstanding  from  1997  to  1998.  As a  result  of  the  ongoing  analysis  of
delinquency  trends,  loss  experience and an assessment of overall credit risk,
the Partnership recorded a $1,275,089  provision for bad debt.  Management fees,
administrative  expense  reimbursements and general and administrative  expenses
increased due to an increase in the average size of the  portfolio  from 1997 to
1998. Depreciation expense increased due to the Partnership's 1998 restructuring
and releasing of its operating lease.  Minority  interest expense increased as a
result of an increase in the net income of its consolidated joint venture,  ICON
Receivables 1997-B ("1997-B").  Although 1997-B increased its bad debt provision
significantly  in 1998, the entity's net income increased due to the increase in
finance  income related to the increase in the average size of the finance lease
portfolio from 1997 to 1998.  Amortization of initial direct costs decreased due
to a decrease in the average  size of the  portfolio  subject to initial  direct
costs from 1997 to 1998.


<PAGE>



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

                                December 31, 1999

     Net income for the years ended  December  31, 1998 and 1997 was  $1,047,706
and  $2,368,585,  respectively.  The net income  per  weighted  average  limited
partnership unit was $1.71 and $3.85 for 1998 and 1997, respectively.

Liquidity and Capital Resources

     The Partnership's  reinvestment period ended July 31, 1998. The disposition
period began on August 1, 1998.  During the  disposition  period the Partnership
has 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.  The  Partnership  has not and will not invest in
any additional  finance or lease  transactions  during the  disposition  period.
During the disposition period the Partnership  expects to recover, at a minimum,
the carrying value of its assets.

     As a result of the  Partnership's  entering  into the  disposition  period,
future monthly  distributions are expected to fluctuate  depending on the amount
of asset sale and re-lease proceeds received during that period.

     The Partnership's  primary sources of funds in 1999, 1998 and 1997 were net
cash  provided  by  operations  of  $11,671,010,  $12,745,950  and  $20,898,350,
respectively,  proceeds from sales of equipment of  $3,776,513,  $2,476,110  and
$15,313,194,   respectively,  proceeds  from  a  warehouse  line  of  credit  of
$20,703,918  in 1998 and proceeds from  securitization  debt of  $41,175,000  in
1998.  These  funds were used to  purchase  equipment  in 1997 and 1998,  and to
provide for cash distributions and debt repayments in 1997, 1998 and 1999.

     Cash distributions to the limited partners for the years ended December 31,
1999, 1998 and 1997, which were paid monthly, totaled $4,381,933, $7,755,553 and
$7,768,316,  respectively  of which  $2,220,085,  $1,037,229  and $2,344,899 was
investment  income and  $2,161,848 and $6,718,324 and $5,423,417 was a return of
capital,  respectively. The monthly annualized cash distribution rate to limited
partners for the years ended December 31, 1999, 1998 and 1997 was 7.21%,  12.75%
and 12.75%,  of which 3.65%,  1.71% and 3.85% was  investment  income and 3.56%,
11.04%  and  8.90%  was a  return  of  capital,  respectively,  calculated  as a
percentage of each partners' initial capital contribution.

     As of December 31, 1999, except as noted above,  there were no known trends
or  demands,  commitments,  events or  uncertainties  which are likely to have a
material  effect on liquidity.  As cash is realized from operations and sales of
equipment,  the Partnership  will distribute  substantially  all available cash,
after retaining  sufficient cash to meet its reserve  requirements and recurring
obligations.


<PAGE>


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

                                December 31, 1999

Item 8.  Consolidated Financial Statements and Supplementary Data

                   Index to Consolidated Financial Statements

                                                                 Page Number

Independent Auditors' Report                                             12

Consolidated Balance Sheets as of December 31, 1999 and 1998          13-14

Consolidated Statements of Operations for the Years Ended
  December 31, 1999, 1998 and 1997                                       15

Consolidated Statements of Changes in Partners' Equity for
  the Years Ended December 31, 1999, 1998 and 1997                       16

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1999, 1998 and 1997                                    17-19

Notes to Consolidated Financial Statements                            20-29



<PAGE>






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

                        Consolidated Financial Statements

                                December 31, 1999

                   (With Independent Auditors' Report Thereon)



<PAGE>








                          INDEPENDENT AUDITORS' REPORT



The Partners
ICON Cash Flow Partners, L.P., Series E:

We have audited the accompanying  consolidated  balance sheets of ICON Cash Flow
Partners,  L.P.,  Series E (a Delaware  limited  partnership) as of December 31,
1999 and 1998, and the related consolidated statements of operations, changes in
partners'  equity and cash flows for each of the years in the three-year  period
ended  December  31,  1999.  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  generally   accepted  auditing
standards.  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.

As discussed  in Note 1, the  Partnership's  reinvestment  period ended July 31,
1998. The  disposition  period began on August 1, 1998.  During the  disposition
period the  Partnership  has 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.

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 as of December 31, 1999 and 1998,  and the results of
its operations and its cash flows for each of the years in the three-year period
ended  December 31, 1999,  in  conformity  with  generally  accepted  accounting
principles.




                                           /s/ KPMG LLP
                                           KPMG LLP



March 28, 2000
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>

                                                 1999           1998
                                                 ----           ----

       Assets

<S>                                         <C>             <C>
Cash ....................................   $  2,073,759    $  2,336,094
                                            ------------    ------------

Investment in finance leases
   Minimum rents receivable .............     26,598,335      39,904,532
   Estimated unguaranteed residual values      8,420,547      11,545,261
   Initial direct costs .................            194          11,986
   Unearned income ......................     (4,853,586)     (8,575,852)
   Allowance for doubtful accounts ......     (1,237,909)       (985,300)
                                            ------------    ------------
                                              28,927,581      41,900,627

Investment in financings
   Receivables due in installments ......     18,214,488      28,310,139
   Initial direct costs .................           --               106
   Unearned income ......................     (2,438,302)     (4,815,891)
   Allowance for doubtful accounts ......       (735,231)       (425,601)
                                            ------------    ------------
                                              15,040,955      23,068,753

Investment in operating leases
   Equipment at cost ....................     20,707,984      20,707,984
   Accumulated depreciation .............     (3,997,183)     (3,409,972)
                                            ------------    ------------
                                              16,710,801      17,298,012

Investments in joint ventures ...........        818,191       1,264,148
                                            ------------    ------------

Accounts receivable from affiliates .....           --           160,151
                                            ------------    ------------

Other assets ............................      1,259,331         890,445
                                            ------------    ------------

Total assets ............................   $ 64,830,618    $ 86,918,230
                                            ============    ============
</TABLE>




                                                        (continued on next page)



<PAGE>


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

                     Consolidated Balance Sheets (continued)

                                   (unaudited)
<TABLE>

                                                              1999            1998
                                                              ----            ----

       Liabilities and Partners' Equity

<S>                                                      <C>             <C>
Notes payable - securitized debt .....................   $ 25,691,428    $ 36,975,096
Notes payable - non-recourse .........................     21,127,810      28,492,442
Security deposits, deferred credits and other payables      2,758,365       4,014,873
Minority interests in consolidated joint ventures ....        560,626         559,749
                                                         ------------    ------------
                                                           50,138,229      70,042,160
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ...................................       (372,938)       (351,105)
   Limited partners (607,856 units outstanding,
     $100 per unit original issue price) .............     15,065,327      17,227,175
                                                         ------------    ------------

Total partners' equity ...............................     14,692,389      16,876,070
                                                         ------------    ------------

Total liabilities and partners' equity ...............   $ 64,830,618    $ 86,918,230
                                                         ============    ============

</TABLE>

















See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Operations

                        For the Years Ended December 31,

<TABLE>

                                               1999          1998          1997
                                               ----          ----          ----
Revenues

<S>                                        <C>           <C>           <C>
   Finance income ......................   $ 6,610,115   $ 6,147,030   $ 3,350,289
   Rental income .......................     2,460,000     2,447,700     2,011,375
   Gain on sales of equipment ..........       901,005       652,164     1,209,420
   Interest income and other ...........       184,354       501,608       933,130
   Income from investments in
     unconsolidated joint ventures .....        48,211       339,165       107,079
                                           -----------   -----------   -----------

   Total revenues ......................    10,203,685    10,087,667     7,611,293
                                           -----------   -----------   -----------

Expenses

   Interest ............................     4,106,569     4,495,629     2,471,045
   Provision for bad debts .............     1,000,000     1,275,089          --
   Management fees - General Partner ...       928,946     1,207,760       919,728
   Administrative expense reimbursements
     - General Partner .................       539,853       657,327       486,253
   Depreciation ........................       587,211       545,503       475,619
   General and administrative ..........       685,647       558,525       370,705
   Amortization of initial direct costs         33,195       235,302       461,620
   Minority interest expense in
     consolidated joint ventures .......        79,754        64,826        57,738
                                           -----------   -----------   -----------

   Total expenses ......................     7,961,175     9,039,961     5,242,708
                                           -----------   -----------   -----------

Net income .............................   $ 2,242,510   $ 1,047,706   $ 2,368,585
                                           ===========   ===========   ===========

Net income allocable to:
   Limited partners ....................   $ 2,220,085   $ 1,037,229   $ 2,344,899
   General Partner .....................        22,425        10,477        23,686
                                           -----------   -----------   -----------

                                           $ 2,242,510   $ 1,047,706   $ 2,368,585
                                           ===========   ===========   ===========

Weighted average number of limited
   partnership units outstanding .......       607,856       608,273       609,211
                                           ===========   ===========   ===========

Net income per weighted average
   limited partnership unit ............   $      3.65   $      1.71   $      3.85
                                           ===========   ===========   ===========
</TABLE>



See accompanying notes to consolidated financial statements.


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity

              For the Years Ended December 31, 1999, 1998 and 1997
<TABLE>

                             Limited Partner Distributions

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

<S>                            <C>                <C>           <C>             <C>         <C>
Balance at
   December 31, 1996                                           $29,421,426    $(228,462)   $29,192,964

Cash distribution
   to partners                 $ 8.90             $3.85         (7,768,316)     (78,468)    (7,846,784)

Limited partnership
   units redeemed
   (1,000 units)                                                   (25,071)         -          (25,071)

Net income                                                       2,344,899       23,686      2,368,585
                                                               -----------    ---------    -----------

Balance at
   December 31, 1997                                            23,972,938     (283,244)    23,689,694

Cash distribution
   to partners                 $11.04             $1.71         (7,755,553)     (78,338)    (7,833,891)

Limited partnership
   units redeemed
   (590 units)                                                     (27,439)         -          (27,439)

Net income                                                       1,037,229       10,477      1,047,706
                                                               -----------    ---------    -----------

Balance at
   December 31, 1998                                            17,227,175     (351,105)    16,876,070

Cash distribution
   to partners                 $ 3.56             $3.65         (4,381,933)     (44,258)    (4,426,191)

Net income                                                       2,220,085       22,425      2,242,510
                                                               -----------    ---------    -----------

Balance at
   December 31, 1999                                           $15,065,327    $(372,938)   $14,692,389
                                                               ===========    =========    ===========

</TABLE>





See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

                                                                       1999           1998            1997
                                                                       ----           ----            ----
Cash flows from operating activities:
<S>                                                               <C>             <C>             <C>
    Net income ................................................   $  2,242,510    $  1,047,706    $  2,368,585
                                                                  ------------    ------------    ------------
    Adjustments to reconcile net income to
    net cash provided by operating activities:
       Depreciation ...........................................        587,211         545,503         475,619
       Rental income-assigned operating lease receivables .....     (2,460,000)     (2,447,700)     (2,011,375)
       Provision for bad debt .................................      1,000,000       1,275,089            --
       Finance income portion of receivables paid directly
         to lenders by lessees ................................     (1,782,276)     (2,120,403)     (1,062,414)
       Amortization of initial direct costs ...................         33,195         235,302         461,620
       Net gain on sales or remarketing of equipment ..........       (901,005)       (652,164)     (1,209,420)
       Interest expense on non-recourse financing
         paid directly by lessees .............................      2,165,742       2,484,621       1,443,747
       Income from investments in
         unconsolidated joint ventures ........................        (48,211)       (339,165)       (107,079)
       Minority interest expense in consolidated joint ventures         79,754          64,826          57,738
       Changes in operating assets and liabilities:
          Collection of principal - non-financed receivables ..     11,607,999       8,535,799       8,224,989
          Allowance for doubtful accounts .....................       (437,761)       (678,451)       (452,294)
          Accounts receivable from affiliates .................        160,151        (153,048)           --
          Distributions received from
            unconsolidated joint ventures .....................        677,198         722,760      14,829,488
          Investments in unconsolidated joint ventures ........        (84,535)        (87,185)       (740,000)
          Other assets ........................................       (368,886)      1,027,060      (1,700,223)
          Security deposits, deferred credits and
            other payables ....................................     (1,256,508)      2,914,613        (248,106)
          Accounts payable to General Partner
              and affiliates, net .............................           --          (113,746)
          Minority interests in consolidated joint ventures ...            877        (359,206)        750,667
          Other, net ..........................................        455,556         729,993         (69,446)
                                                                  ------------    ------------    ------------
            Total adjustments .................................      9,428,500      11,698,244      18,529,765
                                                                  ------------    ------------    ------------

         Net cash provided by operating activities ............     11,671,010      12,745,950      20,898,350
                                                                  ------------    ------------    ------------

Cash flows from investing activities:
    Proceeds from sales of equipment ..........................      3,776,513       2,476,110      15,313,194
    Equipment and receivables purchased .......................           --       (35,359,198)    (23,183,848)
                                                                  ------------    ------------    ------------

          Net cash used in investing activities ...............      3,776,513     (32,883,088)     (7,870,654)
                                                                  ------------    ------------    ------------



                                                                                           (continued on next page)
</TABLE>


<PAGE>


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

                Consolidated Statements of Cash Flows (continued)

                        For the Years Ended December 31,
<TABLE>

                                                                     1999            1998            1997
                                                                     ----            ----            ----

Cash flows from financing activities:
<S>                                                              <C>             <C>               <C>
    Proceeds from warehouse line of credit ..................           --        20,703,918      16,365,451
    Principal payments on warehouse line of credit ..........           --       (36,804,788)       (264,581)
    Proceeds of securitized debt ............................           --        41,175,000            --
    Principal payments on securitized debt ..................    (11,283,667)     (4,199,905)           --
    Proceeds from revolving credit facility .................           --         4,400,000
    Principal payments on revolving credit facility .........           --       (17,400,000)
    Loans to affiliates .....................................           --       (11,280,328)
    Principal payments received on affiliate notes ..........           --        11,280,328
    Redemption of limited partnership units .................           --           (27,439)        (25,071)
    Cash distributions to partners ..........................     (4,426,191)     (7,833,891)     (7,846,784)
                                                                ------------    ------------    ------------

          Net cash provided by (used in) financing activities    (15,709,858)     13,012,895      (4,770,985)
                                                                ------------    ------------    ------------

    Net (decrease) increase in cash .........................       (262,335)     (7,124,243)      8,256,711

Cash at beginning of year ...................................      2,336,094       9,460,337       1,203,626
                                                                ------------    ------------    ------------

Cash at end of year .........................................   $  2,073,759    $  2,336,094    $  9,460,337
                                                                ============    ============    ============

</TABLE>



















See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

    Interest  expense of  $4,106,569,  $4,495,629  and  $2,471,045 for the years
ended  December  31,  1999,  1998 and 1997  consisted  of:  interest  expense on
non-recourse  financing  accrued  or paid  directly  to  lenders  by  lessees of
$2,165,742,  $2,484,621  and  $1,443,747,  respectively;  interest on  revolving
credit  facility of $0, $0, and $866,922,  respectively,  interest on the 1997-B
warehouse  facility of $951,005,  $985,698  and  $160,376,  respectively;  other
interest  of $0, $132 and $0,  respectively;  interest  on  securitized  debt of
$989,822, $1,025,178 and $0, respectively.

     For the years ended December 31, 1999, 1998 and 1997,  non-cash  activities
included the following:
<TABLE>

                                                         1999           1998            1997
                                                         ----           ----            ----
<S>                                                <C>             <C>             <C>
Decrease in investments in finance leases and
  financings due to contribution to
  unconsolidated joint venture .................   $     98,474    $       --      $ 15,547,305
Increase in investments in
  unconsolidated joint venture .................        (98,474)           --       (15,547,305)

Principal and interest on finance receivables
  paid directly to lender by lessees ...........           --        12,172,619       7,212,307
Rental Income
  - assigned operating lease receivables .......      2,460,000       2,447,700       2,011,375
Principal and interest on non-recourse financing
  paid directly by lessees .....................     (2,460,000)    (14,620,319)     (9,223,682)

Decrease in investment in finance leases due
  to terminations ..............................       (644,704)      2,439,116       1,216,922
Decrease in notes payable-non-recourse due to
  terminations .................................        644,704      (2,439,116)     (1,216,922)

Non-recourse notes payable assumed in
  purchase price - finance and operating leases            --        17,895,192            --
Fair value of equipment and receivables
  purchased for debt and payables ..............           --       (17,895,192)           --
                                                   ------------    ------------    ------------

                                                   $       --      $       --      $       --
                                                   ============    ============    ============

</TABLE>


<PAGE>


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

                   Notes to Consolidated Financial Statements

                                December 31, 1999

1.   Organization

     ICON Cash Flow Partners,  L.P., Series E (the  "Partnership") was formed on
November   7,  1991  as  a  Delaware   limited   partnership   with  an  initial
capitalization  of $2,000.  It was formed to acquire various types of equipment,
to lease such equipment to third parties and, to a lesser degree,  to enter into
secured financing  transactions.  The Partnership's offering period commenced on
June 5, 1992 and by its final  closing on July 31,  1993,  610,411.51  units had
been admitted into the Partnership with aggregate gross proceeds of $61,041,151.
From 1994 through 1997,  the  Partnership  redeemed  1,966  limited  partnership
units. The Partnership  redeemed 590 limited  partnership  units in 1998 leaving
607,856 limited partnership units outstanding at December 31, 1999 and 1998.

     The Partnership's  reinvestment period ended July 31, 1998. The disposition
period began on August 1, 1998.  During the  disposition  period the Partnership
has 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.  The  Partnership  has not and will not invest in
any additional  finance or lease  transactions  during the  disposition  period.
During the disposition period, the Partnership expects to recover, at a minimum,
the carrying value of its assets.

     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 a management agreement with the Partnership.

     ICON  Securities  Corp., an affiliate of the General  Partner,  received an
underwriting commission on the gross proceeds from sales of all units. The total
underwriting  compensation  paid  by  the  Partnership,  including  underwriting
commissions,   sales  commissions,   incentive  fees,  public  offering  expense
reimbursements and due diligence  activities was limited to 13 1/2% of the gross
proceeds  received from the sale of the units.  Such offering  costs  aggregated
$8,240,555  (including $3,362,551 paid to the General Partner or its affiliates)
and were charged directly to limited partners' equity.

     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,  compounded daily, on its outstanding  adjusted capital
contribution  account.  After such time, the distributions will be allocated 90%
to the limited partners and 10% to the General Partner.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

2.   Significant Accounting Policies

     Basis of  Accounting  and  Presentation  - The  Partnership's  records  are
maintained on the accrual  basis.  The  preparation  of financial  statements in
conformity with generally accepted accounting  principles 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.  Actual results could differ from those estimates.
In  addition,   management  is  required  to  disclose   contingent  assets  and
liabilities.

     Consolidation - The consolidated  financial statements include the accounts
of the Partnership and its majority owned subsidiaries,  ICON E Corp., ICON Cash
Flow  Partners  L.L.C.  I ("ICON Cash Flow LLC I") and ICON  Receivables  1997-B
L.L.C.  ("1997-B").  All  inter-company  accounts  and  transactions  have  been
eliminated.  The  Partnership  accounts for its interests in less than 50% 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 thereafter.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties as finance  leases or  operating  leases,  as  appropriate.  For finance
leases,  the  Partnership  records,  at the  inception  of the lease,  the total
minimum lease payments receivable,  the estimated  unguaranteed residual values,
the initial direct costs related to the leases 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
terms of the related  leases using the interest  method.  For operating  leases,
equipment is recorded at cost and is  depreciated  on the  straight-line  method
over  the  lease  terms  to  their   estimated   fair  market  values  at  lease
terminations.  Related lease rentals are recognized on the straight-line  method
over the lease terms. Billed and uncollected operating lease receivables, net of
allowance for doubtful  accounts,  are included in other assets.  Initial direct
costs of finance leases are  capitalized and are amortized over the terms of the
related  leases using the  interest  method.  Initial  direct costs of operating
leases are capitalized and amortized on the straight-line  method over the lease
terms. The Partnership's leases have terms ranging from two to eight years. Each
lease is  expected  to provide  aggregate  contractual  rents  that,  along with
residual  proceeds,  return the Partnership's cost of its investments along with
investment income.

     Investment in  Financings - Investment  in  financings  represent the gross
receivables  due from the financing of equipment  plus the initial  direct costs
related  thereto  less the  related  unearned  income.  The  unearned  income is
recognized as finance income,  and the initial direct costs are amortized,  over
the terms of the receivables using the interest method.  Financing  transactions
are supported by a written promissory note evidencing the obligation of the user
to repay the  principal,  together  with  interest,  which will be sufficient to
return the Partnership's  full cost associated with such financing  transaction,
together with some investment income.  Furthermore,  the repayment obligation is
collateralized  by a security  interest in the tangible or  intangible  personal
property.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Disclosures  About Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments.  Separate  disclosure of fair value  information as of December 31,
1999 and 1998 with  respect  to the  Company's  assets  and  liabilities  is not
provided  because (i) SFAS No. 107 does not require  disclosures  about the fair
value of lease arrangements,  (ii) the carrying value of financial assets, other
than lease related investments, and payables approximates market value and (iii)
fair  value  information   concerning   non-recourse  debt  obligations  is  not
practicable  to estimate  without  incurring  excessive  costs to obtain all the
information that would be necessary to derive a market interest rate.

     Redemption of Limited  Partnership Units - The General Partner consented to
the  partnership  redeeming  590 limited  partnership  units  during  1998.  The
redemption amount was calculated  following the specific  redemption  formula in
accordance with the Partnership agreement.  Redeemed units have no voting rights
and do not share in distributions.  The Partnership  agreement limits the number
of units  which can be redeemed  in any one year and  redeemed  units may not be
reissued.  Redeemed limited  partnership  units are accounted for as a deduction
from partners' equity.

     Allowance for Doubtful  Accounts - The Partnership  records a provision for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful  accounts is based on the ongoing  analysis of delinquency  trends,
loss  experience  and an assessment of overall  credit risk.  The  Partnership's
write-off  policy  is based on an  analysis  of the  aging of the  Partnership's
portfolio,  a review of the  non-performing  receivables  and leases,  and prior
collection experience.  An account is fully reserved for or written off when the
analysis indicates that the probability of collection of the account is remote.

     Impairment of Estimated  Residual Values -- The  Partnership's  policy with
respect to impairment of estimated  residual values is to review,  on a periodic
basis,  the  carrying  value of its  residuals on an  individual  asset basis to
determine whether events or changes in circumstances  indicate that the carrying
value of an asset may not be  recoverable  and,  therefore,  an impairment  loss
should be recognized.  The events or changes in  circumstances  which  generally
indicate  that the  residual  value of an asset  has been  impaired  are (i) the
estimated fair value of the underlying  equipment is less than the Partnership's
carrying value or (ii) the lessee is experiencing  financial difficulties and it
does not appear likely that the estimated proceeds from disposition of the asset
will be  sufficient  to satisfy the  remaining  obligation  to the  non-recourse
lender  and  the  Partnership's  residual  position.  Generally  in  the  latter
situation,  the residual  position  relates to equipment  subject to third party
non-recourse  notes  payable  where the  lessee  remits  their  rental  payments
directly to the lender and the  Partnership  does not recover its residual until
the non-recourse note obligation is repaid in full.

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from release or resale of the equipment.  Generally,
quoted market  prices are used as the basis for measuring  whether an impairment
loss should be recognized.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the partners rather than the Partnership.

     New Accounting  Pronouncements - In June 1998 the FASB issued SFAS No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities."  SFAS No. 133
requires that an entity recognize all derivative instruments as either assets or
liabilities  in the balance sheet and measure those  instruments  at fair value.
SFAS No. 133 as amended, is effective for all quarters of fiscal years beginning
after June 15,  2000.  The  adoption  of SFAS No. 133 is not  expected to have a
material  effect on the  Partnership's  net  income,  partners'  equity or total
assets.

3.   Investments in Joint Ventures

     The Partnership  and affiliates  formed five joint ventures for the purpose
of acquiring and managing various assets.

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

     ICON Cash Flow Partners L.L.C. I

     In September 1994 the Partnership and an affiliate, ICON Cash Flow Partners
L.P. Six ("L.P.  Six"),  formed a joint  venture,  ICON Cash Flow LLC I, for the
purpose of  acquiring  and  managing  an  aircraft  which was on lease to Alaska
Airlines,  Inc. The  Partnership and L.P. Six contributed 99% and 1% of the cash
required for such acquisition,  respectively, to ICON Cash Flow LLC I. ICON Cash
Flow LLC I acquired  the  aircraft,  assuming  non-recourse  debt and  utilizing
contributions  received  from the  Partnership  and L.P.  Six.  The  lease is an
operating  lease.  Profits,  losses,  excess cash and  disposition  proceeds are
allocated  99%  to  the  Partnership  and  1% to  L.P.  Six.  The  Partnership's
consolidated  financial statements include 100% of the assets and liabilities of
ICON  Cash Flow LLC I. L.P.  Six's  investment  in ICON Cash Flow LLC I has been
reflected  as "Minority  interest in joint  venture."  The  original  lease term
expired in April 1997 and Alaska Airlines,  Inc. returned the aircraft.  In June
1997 ICON Cash Flow LLC I released the aircraft to Aero Mexico. The new lease is
an operating lease which expires in October 2002.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     ICON Receivables 1997-B L.L.C.

     In August 1997 the  Partnership,  L.P. Six and ICON Cash Flow Partners L.P.
Seven ("L.P.  Seven")  formed  1997-B,  a special  purpose entity formed for the
purpose of originating  leases and securitizing its portfolio.  The Partnership,
L.P. Six and L.P.  Seven  contributed  $2,250,000  (75.00%  interest),  $250,000
(8.33%  interest) and $500,000  (16.67%  interest),  respectively to 1997-B.  In
order to fund the acquisition of leases,  1997-B obtained a warehouse  borrowing
facility from Prudential Securities Credit Corporation.  In October 1998, 1997-B
completed an equipment securitization.  The net proceeds from the securitization
of these assets were used to pay-off the  remaining  1997-B  warehouse  facility
balance and any remaining  proceeds were  distributed  to the 1997-B  members in
accordance  with their  membership  interests.  The  Partnership's  consolidated
financial  statements include 100% of the assets and liabilities of 1997-B. L.P.
Six and L.P.  Seven's  interests  in 1997-B  have been  reflected  as  "minority
interests in consolidated joint ventures."

     The three joint  ventures  described  below are less than 50% owned and are
accounted for following the equity method.

     ICON Cash Flow Partners L.L.C. II

     In March 1995 the Partnership and an affiliate,  L.P. Six, formed ICON Cash
Flow Partners L.L.C. II, ("ICON Cash Flow LLC II"), for the purpose of acquiring
and  managing  an  aircraft  which was on lease to  Alaska  Airlines,  Inc.  The
Partnership  and L.P. Six  contributed  1% and 99% of the cash required for such
acquisition,  respectively,  to ICON  Cash  Flow LLC II.  ICON  Cash Flow LLC II
acquired the aircraft,  assuming  non-recourse debt and utilizing  contributions
received from the  Partnership  and L.P.  Six. The lease is an operating  lease.
Profits,  losses,  excess cash and disposition  proceeds are allocated 1% to the
Partnership  and 99% to L.P.  Six.  The  Partnership's  investment  in the joint
venture  is  accounted  for under the equity  method.  The  original  lease term
expired in April 1997 and Alaska Airlines,  Inc. returned the aircraft.  In June
1997 ICON Cash Flow LLC II released the  aircraft to Aero Mexico.  The new lease
is an operating lease which expires in September 2002.

     Information as to the financial  position and results of operations of ICON
Cash Flow LLC II is summarized below:

                                        December 31, 1999      December 31, 1998
                                        -----------------      -----------------

Assets                                    $15,508,243            $16,133,442
                                          ===========            ===========

Liabilities                               $ 9,602,139            $11,161,002
                                          ===========            ===========

Equity                                    $ 5,906,100            $ 4,972,440
                                          ===========            ===========

Partnership's share of equity             $    59,061            $    49,724
                                          ===========            ===========

Net income                                $   933,664            $   675,034
                                          ===========            ===========

Partnership's share of net income         $     9,337            $     6,750
                                          ===========            ===========


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     ICON Cash Flow Partners L.L.C. III

     In December 1996 the Partnership and an affiliate,  L.P. Seven, formed ICON
Cash Flow  Partners  L.L.C.  III ("ICON Cash Flow LLC III"),  for the purpose of
acquiring and managing an aircraft  currently on lease to Continental  Airlines,
Inc. The Partnership and L.P. Seven  contributed 1% and 99% of the cash required
for such  acquisition,  respectively,  to ICON Cash Flow LLC III. ICON Cash Flow
LLC  III  acquired  the  aircraft,  assuming  non-recourse  debt  and  utilizing
contributions  received from the Partnership and L.P.  Seven.  Profits,  losses,
excess cash and disposition proceeds are allocated 1% to the Partnership and 99%
to L.P. Seven.  The  Partnership's  investment in the joint venture is accounted
for under the equity method.

     Information as to the financial  position and results of operations of ICON
Cash Flow LLC III is summarized below:

                                        December 31, 1999     December 31, 1998
                                        -----------------     -----------------
Assets                                     $9,240,416            $10,166,470
                                           ==========            ===========

Liabilities                                $5,394,669            $ 6,810,691
                                           ==========            ===========

Equity                                     $3,845,747            $ 3,355,779
                                           ==========            ===========

Partnership's share of equity              $   38,457            $    33,558
                                           ==========            ===========

Net income                                 $  489,968            $   461,083
                                           ==========            ===========

Partnership's share of net income          $    4,900            $     4,611
                                           ==========            ===========

     ICON Receivables 1997-A L.L.C.

     In March 1997 three affiliates of the Partnership, ICON Cash Flow Partners,
L.P.,  Series D ("Series D"), L.P. Six and L.P. Seven,  contributed and assigned
equipment lease and finance receivables and residuals to ICON Receivables 1997-A
L.L.C.("1997-A"),   a  special   purpose  entity  created  for  the  purpose  of
originating  leases,  managing existing  contributed assets and securitizing its
portfolio.  In  September  1997  the  Partnership,   L.P.  Six  and  L.P.  Seven
contributed and assigned additional  equipment lease and finance receivables and
residuals to 1997-A. The Partnership, Series D, L.P. Six and L.P. Seven received
a 31.19%, 17.81%, 31.03% and 19.97% interest,  respectively,  in 1997-A based on
the  present   value  of  their   related   contributions.   The   Partnership's
contributions amounted to $15,547,305 in assigned leases and $740,000 of cash in
1997, $87,185 of cash in 1998 and $84,535 of cash and $98,474 in assigned leases
in  1999.  In  September  1997,  1997-A  securitized  substantially  all  of its
equipment  leases and  finance  receivables  and  residuals.  1997-A  became the
beneficial owner of a trust. The Partnership's  original investment was recorded
at cost and is  adjusted  by its share of  earnings,  losses  and  distributions
thereafter.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Information  as to the  financial  position  and results of  operations  of
1997-A is summarized below:

                                     December 31, 1999      December 31, 1998
                                     -----------------      -----------------
Assets                                  $17,967,441            $31,845,710
                                        ===========            ===========

Liabilities                             $14,701,353            $27,065,004
                                        ===========            ===========

Equity                                  $ 3,266,388            $ 4,780,706
                                        ===========            ===========

Partnership's share of equity           $   720,673            $ 1,180,866
                                        ===========            ===========

Net income                              $   108,923            $ 1,050,957
                                        ===========            ===========

Partnership's share of net income       $    33,974            $   327,804
                                        ===========            ===========

Distributions                           $ 2,171,133            $ 2,367,147
                                        ===========            ===========

Partnership's share of distributions    $   677,198            $   722,760
                                        ===========            ===========

4.   Receivables Due in Installments

     Non-cancelable  minimum  annual  amounts  receivable on finance  leases and
financings are as follows:

                       Finance
Year                   Leases          Financings            Total

2000                $11,636,224       $ 7,311,890        $18,948,114
2001                  7,995,160         5,285,500         13,280,660
2002                  3,121,993         3,482,731          6,604,724
2003                  1,003,699               -            1,003,699
2004                  2,841,260         2,134,367          4,975,627
                    -----------       -----------        -----------
                    $26,598,336       $18,214,488        $44,812,824
                    ===========       ===========        ===========



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

5.   Investment in Operating Lease

     The  investment  in operating  lease at December  31,  1999,  1998 and 1997
consisted of the following:
<TABLE>

                                                  1999          1998             1997
                                                  ----          ----             ----

<S>                                          <C>             <C>             <C>
Equipment cost, beginning of year ........   $ 20,707,984    $ 20,707,984    $ 20,771,628

End of lease settlement proceeds .........           --              --           (63,644)
                                             ------------    ------------    ------------

Equipment cost, end of year ..............     20,707,984      20,707,984      20,707,984
                                             ------------    ------------    ------------

Accumulated depreciation,
  beginning of year ......................     (3,409,972)     (2,864,469)     (2,388,850)

Depreciation .............................       (587,211)       (545,503)       (475,619)
                                             ------------    ------------    ------------

Accumulated depreciation, end of year ....     (3,997,183)     (3,409,972)     (2,864,469)
                                             ------------    ------------    ------------

Investment in operating lease, end of year   $ 16,710,801    $ 17,298,012    $ 17,843,515
                                             ============    ============    ============
</TABLE>

6.   Allowance for Doubtful Accounts

     The Allowance for Doubtful  Accounts  related to the investments in finance
leases, financings and operating lease consisted of the following:
<TABLE>

                                          Finance                     Operating
                                          Leases      Financings        Lease         Total

<S>                                    <C>            <C>            <C>            <C>
Balance at December 31, 1996 ......   $   844,709    $   263,231    $   158,617    $ 1,266,557

     Accounts written off .........      (402,260)      (200,744)          --         (603,004)
     Recovery on account previously
       written off ................       110,665         40,045           --          150,710
                                      -----------    -----------    -----------    -----------

Balance at December 31, 1997 ......       553,114        102,532        158,617        814,263

     Provision for bad debt .......       689,585        744,121       (158,617)     1,275,089
     Accounts written-off .........      (322,004)      (443,453)          --         (765,457)
     Recovery on account previously
       written-off ................        64,605         22,401           --           87,006
                                      -----------    -----------    -----------    -----------

Balance at December 31, 1998 ......       985,300        425,601           --        1,410,901

     Provision for bad debt .......       476,143        523,857           --        1,000,000
     Accounts written-off .........      (277,732)      (241,094)          --         (518,826)
     Recovery on account previously
       written-off ................        54,198         26,867         81,065
                                      -----------    -----------    -----------    -----------

Balance at December 31, 1999 ......   $ 1,237,909    $   735,231    $      --      $ 1,973,140
                                      ===========    ===========    ===========    ===========
</TABLE>


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

7.   Notes Payable

     As  discussed  in Note 3, in order to fund the  acquisition  of  additional
leases,   1997-B  obtained  a  warehouse   borrowing  facility  from  Prudential
Securities Credit Corporation (described herein as notes  payable-warehouse line
of credit).  In October  1998,  1997-B  completed  an  equipment  securitization
resulting in net proceeds of  $41,175,000.  These  proceeds were used to pay-off
$36,804,788 outstanding under the 1997-B warehouse line of credit. The remaining
proceeds  were  distributed  to the  1997-B  members  in  accordance  with their
membership interests. The new securitized debt bears interest at a fixed rate of
6.19% and is payable from receivables  related to the portfolio that secures it.
At  December  31,  1999,  there  was  $25,691,428  outstanding  under  the notes
payable-securitized debt.

     Notes payable, bearing interest at rates ranging from 5.2% to 16.5%, mature
as follows:

                                Notes Payable           Notes Payable
       Year                    Securitized Debt         Non-Recourse

       2000                      $10,424,554            $ 6,564,147
       2001                        7,954,324              3,569,954
       2002                        5,542,926              7,408,430
       2003                        1,598,263              3,553,136
       2004                          171,361                 32,143
                                 -----------            -----------

                                 $25,691,428            $21,127,810
                                 ===========            ===========

     Included  in notes  payable -  non-recourse  above is  $1,224,266  in notes
payable  due to various  third  parties in  conjunction  with the  purchase  and
assignment of lease transactions as they relate to residual sharing  agreements.
The notes are payable only to the extent certain residuals are realized

8.   Related Party Transactions

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its affiliates  for the years ended December 31, 1999,  1998 and 1997
are as follows:
                                                         Charged to
                                                         Operations

Management fees .....................                    $  919,728
Administration expense reimbursements                       486,253
                                                         ----------

Year ended December 31, 1997 ........                    $1,405,981
                                                         ==========

Management fees .....................                    $1,207,760
Administrative expense reimbursements                       657,327
                                                         ----------

Year ended December 31, 1998 ........                    $1,865,087
                                                         ==========

Management fees .....................                    $  928,946
Administrative expense reimbursements                       539,853
                                                         ----------

Year ended December 31, 1999 ........                    $1,468,799
                                                         ==========


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     The   Partnership  has  investments  in  five  joint  ventures  with  other
partnerships  sponsored  by the  General  Partner.  See  Note  3 for  additional
information relating to the joint ventures.

9.   Security Deposits, Deferred Credits and Other Payables

     Security deposits, deferred credits and other payables at December 31, 1999
and 1998 include $1,000,000 and $1,330,615,  respectively,  of proceeds received
on  residuals,  which will be  applied  upon final  remarketing  of the  related
equipment.

10.  Subsidiary

     In December 1994, the Partnership formed a wholly owned subsidiary,  ICON E
Corp., a Massachusetts  corporation formed for the purpose of managing equipment
under lease located in the state of  Massachusetts.  Massachusetts  partnerships
are  taxed  on  personal  property  at a  higher  rate  than  corporations,  and
therefore,  to  mitigate  such excess  property  tax,  certain  leases are being
managed by ICON E Corp., a corporation. The Partnership's consolidated financial
statements include 100% of the accounts of ICON E Corp. As of December 31, 1999,
there was no federal tax liability for ICON E Corp.

11.  Commitments and Contingencies

     The  Partnership  has  entered  into   remarketing  and  residual   sharing
agreements with third parties. In connection therewith,  remarketing or residual
proceeds received in excess of specified amounts will be shared with these third
parties based on specified formulas. For the years ended December 31, 1999, 1998
and 1997, the Partnership  paid $70,842,  $1,701 and $67,895 to third parties as
their share of the proceeds.

12.  Tax Information (Unaudited)

     The following  reconciles  net income for financial  reporting  purposes to
income for federal income tax purposes for the years ended December 31:

                                          1999          1998            1997
                                          ----          ----            ----


Net income per financial statements   $ 2,242,510    $ 1,047,706    $ 2,368,585

Differences due to:
   Direct finance leases ..........     4,842,466      5,618,432      7,067,155
   Depreciation ...................    (5,719,775)    (7,028,534)    (8,068,232)
   Provision for losses ...........       (40,171)       (33,272)      (331,712)
   Loss on sale of equipment ......      (392,115)     2,971,331        478,364
   Other ..........................      (135,838)      (887,487)      (532,585)
                                      -----------    -----------    -----------

Partnership income (loss) for
   federal income tax purposes ....   $   797,077    $ 1,688,176    $   981,575
                                      ===========    ===========    ===========

     As of December 31, 1999,  the partners'  capital  accounts  included in the
financial  statements  totaled  $14,692,389  compared to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $18,462,366  (unaudited).  The
difference  arises  primarily  from  commissions  reported as a reduction in the
partners'  capital for financial  reporting  purposes but not for federal income
tax  purposes,  and  temporary  differences  related to direct  finance  leases,
depreciation and provision for losses.


<PAGE>


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

                                December 31, 1999

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

     None

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 111 Church  Street,  White
Plains,  New York 10601-1505,  and its telephone  number is (914) 993-1700.  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 the  Registrant's  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 is  performing  or causing  to be  performed  certain
functions  relating to the management of the equipment of the Partnership.  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.

     The officers and directors of the General Partner are as follows:

Beaufort J.B. Clarke          Chairman, Chief Executive Officer and Director

Paul B. Weiss                 President and Director

Thomas W. Martin              Executive Vice President and Director



<PAGE>


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

                                December 31, 1999

     Beaufort J. B. Clarke,  age 54, has been Chairman,  Chief Executive Officer
and Director of the General Partner since 1996.  Prior to his present  position,
Mr. Clarke was founder and the President and Chief Executive  Officer of Griffin
Equity  Partners,  Inc. Mr.  Clarke  formerly was an attorney  with Shearman and
Sterling  and has over 20 years of senior  management  experience  in the United
States leasing industry.

      Paul B. Weiss,  age 39, is President and Director of the General  Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations  with the General  Partner since 1996,  Griffin Equity Partners (as
Executive Vice President from 1993-1996);  Gemini Financial  Holdings (as Senior
Vice  President-Portfolio  Acquisitions  from  1991-1993)  and  Pegasus  Capital
Corporation (as Vice  President-Portfolio  Acquisitions from 1988-1991).  He was
previously an investment banker and a commercial banker.

     Thomas W. Martin,  age 46, has been Executive Vice President of the General
Partner since 1996. Prior to his present position,  Mr. Martin was the Executive
Vice  President and Chief  Financial  Officer of Griffin Equity  Partners,  Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice  President-Syndications from 1985-1992). Mr.
Martin has 17 years of senior management experience in the leasing business.



<PAGE>


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

                                December 31, 1999

Item 11.  Executive Compensation

     The Partnership  has 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, 1999, 1998 and 1997.
<TABLE>

    Entity             Capacity         Type of Compensation           1999        1998         1997
    ------             --------         --------------------           ----        ----         ----

<S>                  <C>               <C>                         <C>           <C>           <C>
ICON Capital Corp.  General Partner    Management fees             $  928,946   $1,207,760   $  919,728
ICON Capital Corp.  General Partner    Administrative expense
                                         reimbursements               539,853      657,327      486,253
                                                                   ----------   ----------   ----------
                                                                   $1,468,799   $1,865,087   $1,405,981
                                                                   ==========   ==========   ==========
</TABLE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

 (a) The registrant is a limited  partnership and therefore does not have voting
shares of stock. No person of record owns, or is known by the Partnership to own
beneficially, more than 5% of any class of securities of the Partnership.

 (b) As of March 24, 2000,  Directors and Officers of the General Partner do not
own any equity securities of the Partnership.

 (c) The General Partner owns the equity securities of the Partnership set forth
in the following table:

    Title                     Amount Beneficially                   Percent
   of Class                         Owned                           of Class
   --------                   -------------------                   --------
General Partner   Represents initially a 1% and potentially a         100%
  Interest        10% interest in the Partnership's income, gain
                  and loss deductions.

     Profits,  losses, cash distributions and disposition proceeds are allocated
99% to the limited  partners and 1% to the General  Partner  until each investor
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,  compounded  daily,  on  the  outstanding  adjusted  capital
contribution  account.  After such time, the distributions will be allocated 90%
to the limited partners and 10% to the General Partner.


<PAGE>


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

                                December 31, 1999

Item 13.  Certain Relationships and Related Transactions

     See Item 11 for a discussion of the Partnership's  reimbursable  management
fees and administrative expenses.

     See Note 3 for a discussion of the Partnership's  related party investments
in joint ventures.

PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

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

     2.  Financial Statement Schedule - 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 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)

(b)  Reports on Form 8-K

No reports on Form 8-K were filed by the  Partnership  during the quarter  ended
December 31, 1999.



<PAGE>


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

                                December 31, 1999


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                 ICON CASH FLOW PARTNERS, L.P., Series E
                                 File No. 33-44413 (Registrant)
                                 By its General Partner, ICON Capital Corp.


Date:  March 29, 2000            /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:  March 29, 2000            /s/ Beaufort J.B. Clarke
                                 ------------------------
                                 Beaufort J.B. Clarke
                                 Chairman, Chief Executive Officer and Director


Date:  March 29, 2000            /s/ Paul B. Weiss
                                 -----------------
                                 Paul B. Weiss
                                 President and Director


Date:  March 29, 2000            /s/ Thomas W. Martin
                                 --------------------
                                 Thomas W. Martin
                                 Executive Vice President
                                 (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.