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, 2000
                          ------------------------------------------------------
                                       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, 2000

                                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, 2000

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 and 2000, leaving 607,855.51 limited partnership units outstanding
at December  31,  2000.  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.

Segment Information

     The Partnership has only one operating  segment:  the business of acquiring
equipment  subject to leases with companies that the Partnership  believes to be
creditworthy..

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, 2000

     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, 2000 and 1999,  the  Partnership  did not
finance or purchase any new equipment. 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.  A summary of the
portfolio  equipment  cost by category  held at December 31, 2000 and 1999 is as
follows:
<TABLE>
<CAPTION>

                                     December 31, 2000               December 31, 1999
                                 -------------------------      -------------------------
Category                              Cost         Percent           Cost        Percent
--------                              ----         -------           ----        -------

<S>                              <C>                <C>         <C>                <C>
Aircraft                         $ 23,010,250       25.7        $ 23,010,250       22.3%
Computer systems                   13,380,959       15.0          14,172,782       13.7
Manufacturing & production         12,185,284       13.6          12,901,249       12.5
Telecommunications                  8,825,246        9.9           9,976,789        9.7
Furniture and fixtures              8,637,599        9.7           9,497,699        9.2
Retail Systems                      8,095,693        9.1          15,973,850       15.5
Restaurant equipment                3,520,639        3.9           4,449,367        4.3
Medical                             2,859,011        3.2           3,087,242        3.0
Automotive                          2,147,620        2.4           2,240,961        2.2
Material handling                   1,370,318        1.5           1,403,993        1.4
Construction                        1,347,323        1.5           1,554,753        1.5
Sanitation                          1,054,294        1.2           1,054,294        1.0
Miscellaneous                       2,977,399        3.3           3,776,956        3.7
                                 ------------      -----        ------------      -----

                                 $ 89,411,635      100.0%       $103,100,185      100.0%
                                 ============      =====        ============      =====
</TABLE>

     The Partnership has one lease which  individually  represents  greater than
10% of the total  portfolio  equipment  cost at December 31, 2000.  The lease is
with Aerovias de Mexico, S.A. de C.V. ("Aero Mexico").  The underlying equipment
is an aircraft and the asset  represented  23.2% of the total  portfolio cost at
December 31, 2000.



<PAGE>


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

                                December 31, 2000

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 2000.

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,
           --------------            ---------------------------------

                                       2000                     1999
                                       ----                     ----

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


<PAGE>


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

                                December 31, 2000

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

                                                   Years Ended December 31,
                             ----------------------------------------------------------------

                                 2000        1999           1998         1997         1996
                                 ----        ----           ----         ----         ----

<S>                          <C>          <C>           <C>           <C>          <C>
Total revenues               $6,532,679   $10,203,685   $10,087,667   $7,611,293   $9,849,216
                             ==========   ===========   ===========   ==========   ==========

Net income                   $  396,430   $ 2,242,510   $ 1,047,706   $2,368,585   $2,243,883
                             ==========   ===========   ===========   ==========   ==========

Net income allocable
  to limited partners        $  392,466   $ 2,220,085   $ 1,037,229   $2,344,899   $2,221,444
                             ==========   ===========   ===========   ==========   ==========

Net income allocable
  to the General Partner     $    3,964   $    22,425   $    10,477   $   23,686   $   22,439
                             ==========   ===========   ===========   ==========   ==========

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

Net income per
  weighted average limited
  partnership unit           $      .65   $      3.65   $      1.71   $     3.85   $     3.64
                             ==========   ===========   ===========   ==========   ==========

Distributions to
  limited partners           $3,672,173   $ 4,381,933   $ 7,755,553   $7,768,316   $7,771,164
                             ==========   ===========   ===========   ==========   ==========

Distributions to the
  General Partner            $   37,091   $    44,258   $    78,338   $   78,468   $   78,496
                             ==========   ===========   ===========   ==========   ==========
</TABLE>
<TABLE>
<CAPTION>

                                                   Years Ended December 31,
                           --------------------------------------------------------------------

                               2000          1999          1998          1997          1996
                               ----          ----          ----          ----          ----

<S>                        <C>           <C>           <C>           <C>           <C>
Total assets               $46,154,746   $64,830,618   $86,918,230   $66,917,017   $77,934,170
                           ===========   ===========   ===========   ===========   ===========

Partners' equity           $11,379,555   $14,692,389   $16,876,070   $23,689,694   $29,192,964
                           ===========   ===========   ===========   ===========   ===========
</TABLE>

     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, 2000

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  41%,  22%, 36% and 1% of total  investments  at December 31, 2000,
respectively,  and 48%,  25%,  26% and 1% of total  investments  at December 31,
1999,  respectively.  The  Partnership  did  not  finance  or  purchase  any new
equipment in 2000 or 1999.

Results of Operations

Years Ended December 31, 2000 and 1999

     Revenues for the year ended December 31, 2000 were $6,532,679, representing
a decrease of $3,671,006 from 1999. The decrease in revenues resulted  primarily
from a decrease in finance income of $2,762,490,  a decrease in gain on sales of
equipment  of  $647,268  and a loss from  investments  in  unconsolidated  joint
ventures of $194,006 in 2000 versus income from  investments  in  unconsolidated
joint ventures of $48,211 in 1999.  Finance income decreased due to the decrease
in the average  size of the finance  lease  portfolio.  The  decrease in gain on
sales of  equipment  resulted  from a decrease in the amount of  equipment  sold
where the proceeds received were in excess of the remaining  carrying value. The
loss  from  investments  in  unconsolidated  joint  ventures  in  2000  resulted
primarily  from a provision for bad debts of $850,000  being recorded in 2000 by
an underlying joint venture,  ICON Receivables 1997-A LLC, with no provision for
bad debts being required to be recorded by this venture in 1999.

     Expenses for the year ended December 31, 2000 were $6,136,249, representing
a decrease of $1,824,926 from 1999. The decrease in expenses resulted  primarily
from  decreases in interest  expense of  $1,099,333,  provision for bad debts of
$500,000,  management fees of $180,768 and administrative expense reimbursements
- General Partner of $80,923. These decreases were partially offset by increases
in  minority  interest  expense in  consolidated  joint  ventures of $32,424 and
general and administrative expense of $36,767.

     Interest  expense   decreased  due  to  a  decrease  in  the  average  debt
outstanding  from 1999 to 2000.  The decrease in the provision for bad debts was
the result of  determinations  made of the level of reserves required during the
1999 and 2000 periods, respectively. These determinations were the result of the
Partnership's  ongoing  analysis of delinquency  trends,  loss experience and an
assessment of overall credit risk.  Management fees and  administrative  expense
reimbursements  - General  Partner  decreased due to the decrease in the average
size of the  portfolio  from 1999 to 2000.  The  increase in  minority  interest
expense in consolidated  joint ventures resulted from increased  earnings levels
within  the   Partnership's  two  consolidated   joint  ventures.   General  and
administrative  expenses increased  primarily as a result of higher professional
fees incurred in 2000.

     Net income for the years ended  December 31, 2000 and 1999 was $396,430 and
$2,242,510,   respectively.   The  net  income  per  weighted   average  limited
partnership unit was $.65 and $3.65 for 2000 and 1999, respectively.



<PAGE>


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

                                December 31, 2000

Years Ended December 31, 1999 and 1998

     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.

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.


<PAGE>


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

                                December 31, 2000

     The Partnership's  primary sources of funds in 2000, 1999 and 1998 were net
cash  provided  by  operations  of  $9,359,980,   $11,671,010  and  $12,745,950,
respectively,  proceeds from sales of equipment of  $2,159,942,  $3,776,513  and
$2,476,110,   respectively,   proceeds  from   non-recourse   notes  payable  of
$11,943,528  in 2000 and proceeds from a warehouse line of credit of $20,703,918
and from  securitization  debt of $41,175,000 in 1998.  These funds were used to
purchase  equipment  in 1998,  and to provide  for cash  distributions  and debt
repayments in 1998, 1999 and 2000.

     Cash distributions to the limited partners for the years ended December 31,
2000, 1999 and 1998 totaled $3,672,173, $4,381,933 and $7,755,553,  respectively
of  which  $392,466,   $2,220,085  and  $1,037,229  was  investment  income  and
$3,279,707, $2,161,848 and $6,718,324 was a return of capital, respectively.

     As of December 31, 2000, 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.

Item 7a.  Qualitative and Quantitative Disclosures About Market Risk

     The  Partnership is exposed to certain market risks,  including  changes in
interest  rates.  The  Partnership  believes its exposure to other market risks,
including  commodity risk and equity price risk, are  insignificant  to both its
financial position and results of operations.

     The  Partnership  manages its interest  rate risk by  obtaining  fixed rate
debt. The fixed rate debt service  obligation  streams are generally  matched by
fixed  rate  lease  receivable  streams  generated  by the  Partnership's  lease
investments.




<PAGE>


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

                                December 31, 2000

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, 2000 and 1999                13

Consolidated Statements of Operations for the Years Ended
  December 31, 2000, 1999 and 1998                                          14

Consolidated Statements of Changes in Partners' Equity for the
  Years Ended December 31, 2000, 1999 and 1998                              15

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2000, 1999 and 1998                                       16-18

Notes to Consolidated Financial Statements                               19-29



<PAGE>






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

                        Consolidated Financial Statements

                                December 31, 2000

                   (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,
2000 and 1999, 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,  2000.  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 auditing standards generally accepted
in the  Unites  States of  America.  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, 2000 and 1999,  and the results of
its operations and its cash flows for each of the years in the three-year period
ended  December 31, 2000, in conformity  with  accounting  principles  generally
accepted in the United States of America.




                                           /s/ KPMG LLP
                                           -------------------------------------
                                           KPMG LLP



March 28, 2001
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>
<CAPTION>

                                                                    2000           1999
                                                                    ----           ----
       Assets

<S>                                                            <C>             <C>
Cash                                                           $  1,030,751    $  2,073,759
                                                               ------------    ------------

Investment in finance leases
   Minimum rents receivable                                      13,688,669      26,598,335
   Estimated unguaranteed residual values                         7,904,259       8,420,547
   Unearned income                                               (2,077,737)     (4,853,392)
   Allowance for doubtful accounts                               (1,287,212)     (1,237,909)
                                                               ------------    ------------
                                                                 18,227,979      28,927,581
                                                               ------------    ------------

Investment in operating leases
   Equipment at cost                                             20,707,984      20,707,984
   Accumulated depreciation                                      (4,584,394)     (3,997,183)
                                                               ------------    ------------
                                                                 16,123,590      16,710,801
                                                               ------------    ------------

Investment in financings
   Receivables due in installments                               11,907,064      18,214,488
   Unearned income                                               (1,176,563)     (2,438,302)
   Allowance for doubtful accounts                               (1,235,231)       (735,231)
                                                               ------------    ------------
                                                                  9,495,270      15,040,955
                                                               ------------    ------------

Investments in joint ventures                                       483,555         818,191
                                                               ------------    ------------

Other assets                                                        793,601       1,259,331
                                                               ------------    ------------

Total assets                                                   $ 46,154,746    $ 64,830,618
                                                               ============    ============

       Liabilities and Partners' Equity

Notes payable - securitized debt                               $ 14,318,259    $ 25,691,428
Notes payable - non-recourse                                     17,798,581      21,127,810
Security deposits, deferred credits and other payables            2,022,692       2,758,365
Minority interests in consolidated joint ventures                   635,659         560,626
                                                               ------------    ------------
                                                                 34,775,191      50,138,229
                                                               ------------    ------------
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                                 (406,065)       (372,938)
   Limited partners (607,855.51 units outstanding,
     $100 per unit original issue price)                         11,785,620      15,065,327
                                                               ------------    ------------

Total partners' equity                                           11,379,555      14,692,389
                                                               ------------    ------------

Total liabilities and partners' equity                         $ 46,154,746    $ 64,830,618
                                                               ============    ============
</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>
<CAPTION>

                                                2000          1999          1998
                                                ----          ----          ----
Revenues

<S>                                        <C>            <C>           <C>
   Finance income                          $ 3,847,625    $ 6,610,115   $ 6,147,030
   Rental income                             2,460,000      2,460,000     2,447,700
   Gains on sales of equipment                 253,737        901,005       652,164
   Interest income and other                   165,323        184,354       501,608
   (Loss) income from investments in
     unconsolidated joint ventures            (194,006)        48,211       339,165
                                           -----------    -----------   -----------

   Total revenues                            6,532,679     10,203,685    10,087,667
                                           -----------    -----------   -----------

Expenses

   Interest                                  3,007,236      4,106,569     4,495,629
   Provision for bad debts                     500,000      1,000,000     1,275,089
   Management fees - General Partner           748,178        928,946     1,207,760
   Administrative expense reimbursements
     - General Partner                         458,930        539,853       657,327
   Depreciation                                587,211        587,211       545,503
   General and administrative                  722,414        685,647       558,525
   Amortization of initial direct costs            102         33,195       235,302
   Minority interest expense in
     consolidated joint ventures               112,178         79,754        64,826
                                           -----------    -----------   -----------

   Total expenses                            6,136,249      7,961,175     9,039,961
                                           -----------    -----------   -----------

Net income                                 $   396,430    $ 2,242,510   $ 1,047,706
                                           ===========    ===========   ===========

Net income allocable to:
   Limited partners                        $   392,466    $ 2,220,085   $ 1,037,229
   General Partner                               3,964         22,425        10,477
                                           -----------    -----------   -----------

                                           $   396,430    $ 2,242,510   $ 1,047,706
                                           ===========    ===========   ===========

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

Net income per weighted average
   limited partnership unit                $       .65    $      3.65   $      1.71
                                           ===========    ===========   ===========

</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, 2000, 1999 and 1998
<TABLE>
<CAPTION>

                             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, 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

Cash distribution
   to partners                 $    5.39     $     .65         (3,672,173)     (37,091)    (3,709,264)

Net income                                                        392,466        3,964        396,430
                                                              -----------    ---------    -----------

Balance at
   December 31, 2000                                          $11,785,620    $(406,065)   $11,379,555
                                                              ===========    =========    ===========



</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>
<CAPTION>

                                                                     2000           1999             1998
                                                                     ----           ----             ----
Cash flows from operating activities:
<S>                                                             <C>             <C>             <C>
   Net income                                                   $    396,430    $  2,242,510    $  1,047,706
                                                                ------------    ------------    ------------
   Adjustments to reconcile net income to
     net cash provided by operating activities:
     Depreciation                                                    587,211         587,211         545,503
     Rental income - assigned operating lease receivables         (2,460,000)     (2,460,000)     (2,447,700)
     Provision for doubtful accounts                                 500,000       1,000,000       1,275,089
     Finance income portion of receivables paid directly
       to lenders by lessees                                      (1,111,381)     (1,782,276)     (2,120,403)
     Amortization of initial direct costs                                102          33,195         235,302
     Gain on sales of equipment                                     (253,737)       (901,005)       (652,164)
     Interest expense on non-recourse financing
       paid directly by lessees                                    1,750,991       2,165,742       2,484,621
     Loss (income) from investments in
       unconsolidated joint ventures                                 194,006         (48,211)       (339,165)
     Minority interest expense in consolidated joint ventures        112,178          79,754          64,826
     Changes in operating assets and liabilities:
       Collection of principal - non-financed receivables          9,650,161      11,607,999       8,535,799
       Allowance for doubtful accounts                                49,303        (437,761)       (678,451)
       Accounts receivable from affiliates                              --           160,151        (153,048)
       Distributions received from
         unconsolidated joint ventures                               140,630         677,198         722,760
       Investments in unconsolidated joint ventures                     --           (84,535)        (87,185)
       Other assets                                                  465,730        (368,886)      1,027,060
       Security deposits, deferred credits and
         other payables                                             (735,673)     (1,256,508)      2,914,613
       Minority interests in consolidated joint ventures             (37,145)            877        (359,206)
       Other                                                         111,174         455,555         729,993
                                                                ------------    ------------    ------------
         Total adjustments                                         8,963,550       9,428,500      11,698,244
                                                                ------------    ------------    ------------

       Net cash provided by operating activities                   9,359,980      11,671,010      12,745,950
                                                                ------------    ------------    ------------

Cash flows from investing activities:
   Proceeds from sales of equipment                                2,159,942       3,776,513       2,476,110
   Equipment and receivables purchased                                  --              --       (35,359,198)
                                                                ------------    ------------    ------------

       Net cash provided by (used in) investing activities         2,159,942       3,776,513     (32,883,088)
                                                                ------------    ------------    ------------



                                                        (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>
<CAPTION>

                                                                  2000            1999           1998
                                                                  ----            ----           ----

<S>                                                           <C>             <C>              <C>
Cash flows from financing activities:
   Proceeds from warehouse line of credit                            --              --        20,703,918
   Principal payments on warehouse line of credit                    --              --       (36,804,788)
   Proceeds of securitized debt                                      --              --        41,175,000
   Principal payments on securitized debt                     (11,373,169)    (11,283,667)     (4,199,905)
   Proceeds from non-recourse debt                             11,943,528            --              --
   Principal payments on non-recourse debt                     (9,424,025)           --              --
   Redemption of limited partnership units                           --              --           (27,439)
   Cash distributions to partners                              (3,709,264)     (4,426,191)     (7,833,891)
                                                             ------------    ------------    ------------

       Net cash (used in) provided by financing activities    (12,562,930)    (15,709,858)     13,012,895
                                                             ------------    ------------    ------------

Net (decrease) in cash                                         (1,043,008)       (262,335)     (7,124,243)

Cash at beginning of year                                       2,073,759       2,336,094       9,460,337
                                                             ------------    ------------    ------------

Cash at end of year                                          $  1,030,751    $  2,073,759    $  2,336,094
                                                             ============    ============    ============

</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  $3,007,236,  $4,106,569  and $4,495,629 for the years
ended  December  31,  2000,  1999 and 1998  consisted  of:  interest  expense on
non-recourse  financing  accrued  or paid  directly  to  lenders  by  lessees of
$1,750,991,  $2,165,742  and  $2,484,621,  respectively;  and other  interest of
$1,256,245, $1,940,827 and $2,011,008, respectively.

     For the years ended December 31, 2000, 1999 and 1998,  non-cash  activities
included the following:
<TABLE>
<CAPTION>

                                                         2000            1999          1998
                                                         ----            ----          ----

<S>                                                  <C>             <C>            <C>
Decrease in investments in finance leases and
  financings due to contribution to
  unconsolidated joint venture                     $       --      $     98,474    $       --
Increase in investments in
  unconsolidated joint venture                             --           (98,474)           --

Principal and interest on finance receivables
  paid directly to lender by lessees                  5,139,723            --        12,172,619
Rental income - assigned operating
  lease receivables                                   2,460,000       2,460,000       2,447,700
Principal and interest on non-recourse financing
  paid directly by lessees                           (7,599,723)     (2,460,000)    (14,620,319)

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

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, 2000

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 1998,  the  Partnership  redeemed  2,556  limited  partnership
units. The Partnership did not redeem limited partnership units in 1999 and 2000
leaving 607,855.51 limited partnership units outstanding.

     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.

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.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     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.

     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,
2000 and 1999 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.




<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     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.

     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  Pronouncement - Effective  January 1, 2001, the Partnership
adopted  SFAS No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities," as amended. The adoption of SFAS No. 133 did not have any effect on
the Partnership's financial position or results of operations.

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.



<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. 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.

     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.


<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 ICON Cash
Flow LLC II is summarized below:

                                      December 31, 2000      December 31, 1999
                                      -----------------      -----------------

Assets                                 $    17,715,748        $    15,508,243
                                       ===============        ===============

Liabilities                            $    11,075,944        $     9,602,143
                                       ===============        ===============

Equity                                 $     6,639,804        $     5,906,100
                                       ===============        ===============

Partnership's share of equity          $        66,398        $        59,061
                                       ===============        ===============

Net income                             $       733,704        $       933,664
                                       ===============        ===============

Partnership's share of net income      $         7,337        $         9,337
                                       ===============        ===============

     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, 2000    December 31, 1999

 Assets                                  $    7,451,970       $     9,240,416
                                         ==============       ===============

 Liabilities                             $    3,094,323       $     5,394,669
                                         ==============       ===============

 Equity                                  $    4,357,647       $     3,845,747
                                         ==============       ===============

 Partnership's share of equity           $       43,576       $        38,457
                                         ==============       ===============

 Net income                              $      511,900       $       489,968
                                         ==============       ===============

 Partnership's share of net income       $        5,119       $         4,900
                                         ==============       ===============


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     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.

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

                                        December 31, 2000    December 31, 1999

 Assets                                  $     9,002,519      $    17,967,441
                                         ===============      ===============

 Liabilities                             $     6,848,927      $    14,701,053
                                         ===============      ===============

 Equity                                  $     2,153,592      $     3,266,388
                                         ===============      ===============

 Partnership's share of equity           $       373,581      $       720,673
                                         ===============      ===============

 Net (loss) income                       $      (661,929)     $       108,923
                                         ===============      ===============

 Partnership's share of
   net (loss) income                     $      (206,462)     $        33,974
                                         ===============      ===============

 Distributions                           $       450,867      $     2,171,133
                                         ===============      ===============

 Partnership's share of distributions    $       140,630      $       677,198
                                         ===============      ===============



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

4.   Receivables Due in Installments

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

                     Finance
      Year           Leases          Financings            Total

      2001        $ 7,857,368        $11,907,064        $19,764,432
      2002          4,337,165               --            4,337,165
      2003          1,472,858               --            1,472,858
      2004             21,278               --               21,278
                  -----------        -----------        -----------
                  $13,688,669        $11,907,064        $25,595,733
                  ===========        ===========        ===========

5.   Investment in Operating Lease

     The investment in operating lease at December 31, 2000, 1999 and 1998
consisted of the following:
<TABLE>
<CAPTION>

                                                 2000            1999            1998
                                                 ----            ----            ----

<S>                                          <C>             <C>             <C>
Equipment cost, beginning and end of year    $ 20,707,984    $ 20,707,984    $ 20,707,984
                                             ------------    ------------    ------------

Accumulated depreciation,
  beginning of year                            (3,997,183)     (3,409,972)     (2,864,469)

Depreciation                                     (587,211)       (587,211)       (545,503)
                                             ------------    ------------    ------------

Accumulated depreciation, end of year          (4,584,394)     (3,997,183)     (3,409,972)
                                             ------------    ------------    ------------

Investment in operating lease, end of year   $ 16,123,590    $ 16,710,801    $ 17,298,012
                                             ============    ============    ============

</TABLE>

<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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>
<CAPTION>

                                           Finance                     Operating
                                           Leases      Financings        Lease         Total

<S>                                    <C>            <C>            <C>            <C>
Balance at December 31, 1997           $   553,114    $   102,532    $   158,617    $   814,263

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

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

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

Balance at December 31, 1999             1,237,909        735,231           --        1,973,140

     Provision for doubtful accounts          --          500,000           --          500,000
     Recovery on accounts previously
       written-off                          49,303           --             --           49,303
                                       -----------    -----------    -----------    -----------

Balance at December 31, 2000           $ 1,287,212    $ 1,235,231    $      --      $ 2,522,443
                                       ===========    ===========    ===========    ===========
</TABLE>

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.  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 the debt.  At December 31, 2000,  there was  $14,318,259
outstanding under the notes payable-securitized debt.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     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

                2001           $ 7,360,608           $ 3,587,261
                2002             5,213,886             1,600,191
                2003             1,575,793            12,578,986
                2004               167,972                32,143
                               -----------           -----------

                               $14,318,259           $17,798,581
                               ===========           ===========

     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, 2000,  1999 and 1998
are as follows:

                                                 Charged to Operations

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
                                                       ==========

Management fees                                        $  748,178
Administration expense reimbursements                     458,930
                                                       ----------

Year ended December 31, 2000                           $1,207,108
                                                       ==========

     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.




<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

9.   Security Deposits, Deferred Credits and Other Payables

     Security deposits, deferred credits and other payables at December 31, 2000
and 1999 include $1,211,859 and $1,000,000,  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, 2000,
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, 2000, 1999
and 1998, the Partnership  paid $0, $70,842 and $1,701 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:

                                          2000          1999            1998
                                          ----          ----            ----


Net income per financial statements   $   396,430    $ 2,242,510    $ 1,047,706

Differences due to:
   Direct finance leases                2,938,653      4,842,466      5,618,432
   Depreciation                        (4,142,464)    (5,719,775)    (7,028,534)
   Provision for losses                   478,812        (40,171)       (33,272)
   Loss on sale of equipment           (1,171,655)      (392,115)     2,971,331
   Other                                1,375,963       (135,838)      (887,487)
                                      -----------    -----------    -----------

Partnership income (loss) for
   federal income tax purposes        $  (124,261)   $   797,077    $ 1,688,176
                                      ===========    ===========    ===========

     As of December 31, 2000,  the partners'  capital  accounts  included in the
financial  statements  totaled  $11,379,555  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)

             Notes to Consolidated Financial Statements - Continued

13.  Quarterly Financial Data (Unaudited)

      The following table is a summary of financial data by quarter for the
years ended December 31, 2000 and 1999:
<TABLE>
<CAPTION>

                                                                 For the Quarters Ended
                                          --------------------------------------------------------------

                                              March 31,        June 30,       September 30,  December 31,
                                              --------         -------        ------------   -----------

2000
<S>                                       <C>              <C>              <C>              <C>
     Revenues                             $    1,828,783   $    1,729,583   $    1,528,500   $ 1,445,813
                                          ==============   ==============   ==============   ===========

     Net income (loss) allocable to
       limited partners                   $      360,198   $      209,713   $       32,547   $  (209,992)
                                          ==============   ==============   ==============   ===========

     Net income (loss) per weighted
       average limited partnership unit   $         0.59   $         0.35   $         0.05   $     (0.34)
                                          ==============   ==============   ==============   ===========

1999
     Revenues                             $    2,649,490   $    2,278,165   $    2,630,851   $ 2,645,179
                                          ==============   ==============   ==============   ===========

     Net income allocable to
       limited partners                   $      650,219   $      337,639   $      275,493   $   956,734
                                          ==============   ==============   ==============   ===========

     Net income per weighted
       average limited partnership unit   $         1.07   $         0.56   $         0.45   $      1.57
                                          ==============   ==============   ==============   ===========

</TABLE>



<PAGE>


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

                                December 31, 2000

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, 2000

     Beaufort J. B. Clarke,  age 55, 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 40, 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 47, 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, 2000

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, 2000, 1999 and 1998.
<TABLE>
<CAPTION>

      Entity                Capacity       Type of Compensation           2000         1999         1998
      ------                --------       --------------------           ----         ----         ----
<S>                     <C>                <C>                         <C>          <C>           <C>

ICON Capital Corp.      General Partner    Management fees             $  748,178   $  928,946   $1,207,760
ICON Capital Corp.      General Partner    Administrative expense
                                             reimbursements               458,930      539,853      657,327
                                                                       ----------   ----------   ----------
                                                                       $1,207,108   $1,468,799   $1,865,087
                                                                       ==========   ==========   ==========
</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 19, 2001,  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                                                            Percent
    of Class               Amount Beneficially 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, 2000

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, 2000.



<PAGE>


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

                                December 31, 2000


                                   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 28, 2001            /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 28, 2001             /s/ Beaufort J.B. Clarke
                                  --- ------------------------------------------
                                  Beaufort J.B. Clarke
                                  Chairman, Chief Executive Officer and Director


Date:  March 28, 2001             /s/ Paul B. Weiss
                                  ----------------------------------------------
                                  Paul B. Weiss
                                  President and Director


Date:  March 28, 2001             /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.