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

                                    FORM 10-K

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

For the fiscal year ended                       December 31, 2003
                         -------------------------------------------------------
                                       or

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

Commission File Number                               33-44413

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

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

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

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

<PAGE>

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

                                December 31, 2003

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>


Item                                                                        Page
----                                                                        ----

PART I

<C>                                                                          <C>
1.   Business                                                                3-4

2.   Properties                                                                4

3.   Legal Proceedings                                                         4

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

PART II

5.   Market for the Registrant's Securities and Related
     Security Holder Matters                                                   4

6.   Selected Consolidated Financial Data                                      5

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                    6-10

7A.  Qualitative and Quantitative Disclosures About Market Risk               11

8.   Consolidated Financial Statements                                     12-32

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                      33

9A.  Control and Procedures                                                   33

PART III

10.  Directors and Executive Officers of the Registrant's General Partner  33-34

11.  Executive Compensation                                                   34

12.  Security Ownership of Certain Beneficial Owners and Management        34-35

13.  Certain Relationships and Related Transactions                           35

14.  Principal Accounting Fees and Services                                   35

PART IV

15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       35-36

SIGNATURES                                                                    37

Certifications                                                             38-41

</TABLE>

<PAGE>

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

                                December 31, 2003

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 July
31, 1993 (the final closing  date),  596,837.34  additional  units were admitted
bringing the total  admissions  to  610,411.51  units  totaling  $61,041,151  in
capital  contributions.  From 1994 through 2003, the Partnership  redeemed 2,556
limited   partnership  units  leaving  607,855.51   limited   partnership  units
outstanding at December 31, 2003.

     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.

     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 managing
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  commencing with each limited  partner's  admission to the Partnership,
(3) re-invested  substantially all  undistributed  cash from operations and cash
from sales of  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.  When seeking its
leasing  transactions  for  acquisition,  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.  Because the  reinvestment  period of the  Partnership has
ended, it will no longer be competing for acquisitions. However, competition and
supply and demand may affect the  Partnership's  ability to optimize  value upon
the sale of its equipment.
<PAGE>

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

                                December 31, 2003

     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, 2003 and 2002,  the  Partnership  did not
finance or purchase any new equipment.

     The lease of an aircraft to Aerovias de Mexico, S.A. de C.V. ("Aeromexico")
represents  more  than  10% of the  Partnership's  revenue  for the  year  ended
December 31, 2003.  The carrying value of the  Aeromexico  aircraft  represented
approximately 68.7% of the Partnership's assets at December 31, 2003.

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  Company,  from  time-to-time,  in the  ordinary  course  of  business,
commences  legal actions when  necessary to protect or enforce the rights of the
Partnership. We are not a defendant party to any litigation and are not aware of
any pending or threatened litigation against the Partnership.

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 2003.

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 February 29, 2004
 --------------                                 -----------------------

 Limited Partners                                   3,714
 General Partner                                        1

     The  Partnership  made  distributions  to  the  limited  partners  totaling
$1,621,978  and $2,594,024  for the years 2003 and 2002,  respectively.  For the
three months ended March 30, 2004, the Partnership has made distributions to the
limited partners totaling $140,317.

<PAGE>

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

                                December 31, 2003

Item 6.  Selected Consolidated Financial Data
         ------------------------------------

<TABLE>
<CAPTION>

                                                                Year Ended December 31,
                                                                -----------------------

                                        2003             2002            2001           2000              1999
                                        ----             ----            ----           ----              ----

<S>                              <C>               <C>             <C>              <C>             <C>
Total revenues                   $      2,172,265  $    5,853,738  $     5,387,932  $    6,532,679  $    10,203,685
                                 ================  ==============  ===============  ==============  ===============

Net (loss) income                $     (2,892,420) $    2,301,648  $    (1,395,324) $      396,430  $     2,242,510
                                 ================  ==============  ===============  ==============  ===============

Net (loss) income allocable
  to limited partners            $     (2,863,496) $    2,278,632  $    (1,381,371) $      392,466  $     2,220,085
                                 ================  ==============  ===============  ==============  ===============

Net (loss) income allocable
  to General Partner             $        (28,924) $       23,016  $       (13,953) $        3,964  $        22,425
                                 ================  ==============  ===============  ==============  ===============

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


Net (loss) income per
  weighted average limited
  partnership unit               $         (4.71)  $         3.75  $        (2.27)  $         .65   $          3.65
                                 ================  ==============  ===============  ==============  ===============


Distributions to
  limited partners               $      1,621,978  $    2,594,024  $     1,356,383  $    3,672,173  $     4,381,933
                                 ================  ==============  ===============  ==============  ===============


Distributions per weighted
  average limited
   partnership unit               $          2.67   $         4.27  $         2.23   $         6.04  $          7.21
                                 ================  ==============  ===============  ==============  ===============


Distributions to
  General Partner                $         16,383  $       26,202  $        13,564  $       37,091  $        44,258
                                 ================  ==============  ===============  ==============  ===============

</TABLE>


<TABLE>
<CAPTION>
                                                                    December 31,
                                                                   --------------

                                       2003             2002            2001            2000             1999

<S>                             <C>              <C>             <C>              <C>             <C>
Total assets                    $     15,786,740 $    22,507,394 $     32,783,624 $    46,154,746 $     64,830,618
                                ================  ==============  ===============  ==============  ===============

Notes Payable                   $      9,565,050 $    11,352,510 $     21,862,616 $    32,116,840 $     46,819,238
                                ================  ==============  ===============  ==============  ===============

Partners' Equity                $      3,764,925 $     8,295,706 $      8,614,284 $    11,379,555 $     14,692,389
                                ================  ==============  ===============  ==============  ===============

</TABLE>


     The  selected  financial  data  should  be read  in  conjunction  with  the
consolidated  financial  statements and related notes included in Item 8 of this
report.
<PAGE>

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

                                December 31, 2003

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

     Forward-Looking  Information - The following discussion and analysis should
be read in  conjunction  with  the  audited  consolidated  financial  statements
included  herein.   Certain  statements  within  this  document  may  constitute
forward-looking  statements  made  pursuant to the safe harbor  provision of the
Private  Securities   Litigation  Reform  Act  of  1995.  These  statements  are
identified  by words such as  "anticipate,"  "believe,"  "estimate,"  "expects,"
"intend," "predict" or "project" and similar  expressions.  This information may
involve  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from  the  forward-looking  statements.   Although  the  Partnership
believes that the expectations reflected in such forward-looking  statements are
based on  reasonable  assumptions,  such  statements  are  subject  to risks and
uncertainties  that could cause actual results to differ  materially  from those
projected.

     Overview - The results of operations  for the year ended  December 31, 2003
reflect the risk factors  outlined in the  Partnership's  prospectus.  Such risk
factors  include,  but are not  limited  to,  the  decline  in the  value of the
Partnership's equipment, no guarantee of profitability,  the potential of lessee
default,  and economic  factors such as prevailing  interest  rates.  These risk
factors  affect  the  Partnership's  ability  to  realize  income,  in that they
increase  the  Partnership's   expenses  by  way  of  additional   depreciation,
impairment  loss,  and provision for bad debt. In addition,  as the  Partnership
liquidates the portfolio and leases expire, the cash flow will decrease.

     Under  the  Operating  Agreement  of  the  Partnership,  the  term  of  the
Partnership is limited to the life-span of the leases remaining in the portfolio
during the liquidation  period.  Therefore,  as the leases mature,  the expected
revenue from the portfolio will decline.  However,  the Partnership's  expenses,
while declining  during the liquidation  period will increase as a percentage of
lease  revenue  as  certain   expenses  are  fixed;   thereby   decreasing   the
partnership's cash flow.

     As the Partnership is currently  operating in its liquidation  period,  the
General  Partner  diligently  monitors the  portfolio  for any trends that would
affect equipment values.

     The Partnership - The Partnership's portfolio consisted of a net investment
in finance  leases,  financings,  operating  leases,  equipment held for sale or
lease and equity investments in joint ventures representing 14%, 7%, 69%, 9% and
1% of total investments at December 31, 2003, respectively, and 24%, 8%, 67%, 0%
and 1% of total investments at December 31, 2002, respectively.  The Partnership
did not finance or purchase any new equipment in 2003, 2002 and 2001.

Results of Operations
---------------------

Years Ended December 31, 2003 and 2002

     Revenues for the year ended December 31, 2003 were $2,172,265, representing
a decrease of  $3,681,473  or 62.9% from 2002.  The  decrease  in  revenues  was
partially caused by reduced interest income and other. Interest income and other
decreased  $1,956,542  primarily due to a $2,017,763 residual sharing adjustment
in 2002 which did not occur in 2003. Rental income also decreased by $1,462,298,
which resulted from the extension  agreement for the Aeromexico lease at reduced
rentals.  Finance income also decreased by $449,570, due to the reduction in the
average  size  of the  finance  lease  portfolio.  Income  from  investments  in
unconsolidated joint ventures also decreased by $136,649, from income of $49,797
in 2002 to a loss of $86,852 in 2003.  These decreases were partially  offset by
an increase in the gain on sales of equipment category of $323,586,  from a loss
of $14,300 in 2002 to a gain of $309,286 in 2003.

<PAGE>

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

                                December 31, 2003

     Expenses for the year ended December 31, 2003 were $5,064,685, representing
an increase  of  $1,512,595  or 42.6% from 2002.  The  increase in expenses  was
primarily due to a charge of $1,500,000 for an impairment loss on the Aeromexico
aircraft. Offsetting this increase were decreases in most other major categories
of expense.  Interest  expense  decreased  by $268,097 due to a reduction in the
average debt outstanding from 2002 to 2003.  Management fees and  administrative
expense  reimbursements  decreased by $146,195 and $65,931,  respectively,  as a
result  of the  reduction  in  the  average  size  of  the  Partnership's  lease
portfolio.  Minority  interest  expense also  decreased by $172,257 to income of
$119,656 due to losses in the consolidated joint ventures.

     Net  (loss)  income  for the years  ended  December  31,  2003 and 2002 was
$(2,892,420)  and $2,301,648,  respectively.  The net income (loss) per weighted
average  limited  partnership  unit was  $(4.71)  and  $3.75  for 2003 and 2002,
respectively.

Years Ended December 31, 2002 and 2001

     Revenues for the year ended December 31, 2002 were $5,853,738, representing
an increase of $465,806  or 8.6% from 2001.  The  increase in revenues  resulted
primarily  from an increase in interest  income and other.  Interest  income and
other increased $2,251,228 primarily due to a $2,017,763 one-time adjustment for
a revised estimate of residual sharing values.  Income from unconsolidated joint
ventures also increased by $366,660.  This increase resulted  primarily from the
reversal of a provision for bad debts of $268,834 in 2002 by an underlying joint
venture,  ICON Receivables  1997-A LLC, as compared to a provision for bad debts
of $1,825,000 being recorded by this venture in 2001. Offsetting these increases
was a decrease in finance income of $2,007,890.  Finance income decreased due to
the reduction in the average size of the finance lease portfolio.

     Expenses for the year ended December 31, 2002 were $3,552,090, representing
a decline of  $3,231,166  or 47.6% from 2001.  The decline in expenses  resulted
primarily  from a reduction in the provision for bad debts or  $2,862,304.  As a
result of an analysis of  delinquencies,  an  assessment  of overall  risk and a
review of historical  loss  experience,  the allowance was adjusted  downward by
$700,000 in 2002. Additionally,  interest expense decreased by $904,293 in 2002.
The decrease in interest  expense  resulted  from a decrease in the average debt
outstanding  from  2001 to 2002.  In  addition,  management  fees  decreased  by
$182,449 and administrative expense reimbursements  decreased by $145,465.  Both
were a  result  of the  reduction  in the  average  size  of the  finance  lease
portfolio.  These decreases were partially offset by an increase in depreciation
expense  of  $428,839.  The  increase  in  depreciation  was due to a change  in
estimate (reduction) of a residual value of an aircraft in the fourth quarter of
2001 as well as the  depreciation  on  equipment  that was  reclassified  from a
finance lease to an operating  lease.  Additionally,  minority  interest expense
increased by $513,588. This increase resulted from an overall increase in income
in one of the Partnership's consolidated joint ventures.

     Net  income  (loss)  for the years  ended  December  31,  2002 and 2001 was
$2,301,648  and  $(1,395,324)  respectively.  The net income (loss) per weighted
average  limited  partnership  unit was  $3.75  and  $(2.27)  for 2002 and 2001,
respectively.

Liquidity and Capital Resources

     The  Partnership's  primary sources of liquidity in 2003, 2002 and 2001 was
net  cash  provided  by  operating  activities  of  $1,616,579,  $5,255,183  and
$8,300,201,  respectively,  and  proceeds  from sales of  equipment of $484,966,
$2,394,019  and $738,728,  respectively.  These funds,  as well as funds held in
reserve by the Partnership,  were used to pay cash  distributions to partners of
$1,638,361,  $2,620,226 and $1,369,947 in 2003, 2002 and 2001, respectively, and
debt repayments of $1,132,717, $5,597,034 and $7,335,811 in 2003, 2002 and 2001,
respectively.

<PAGE>

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

                                December 31, 2003

     The Partnership's cash flow from operating  activities may be less than the
Partnership's  current  level of  expenses.  To the  extent  that  cash  flow is
insufficient  to pay such  expenses,  the  Partnership  may be  required to sell
assets prior to maturity or borrow against future cash flows.

     The  Partnership's  non-recourse  debt  balance  of  $9,565,050,  of  which
$9,383,441 is secured by the aircraft on lease to Aeromexico, matured in January
2004.   Although  the  maturity  date  has  passed,  the  Partnership  has  been
negotiating  with the  lender to extend the  maturity  date to that of the lease
expiration date of January 2005.

     The Partnership has the following contractual obligation as of December 31,
2003. This obligation arises mainly from the acquisition of equipment subject to
lease.  Rental  payments  from the leases  associated  with this  equipment  are
assigned to paydown such obligations.

                                                       Payments Due By Period
                                                              1-2 years
                                                              ---------

   Long-term obligation (notes payable)                     $  9,565,050


     See Note 6 to the consolidated  financial statements,  as set forth in Part
II, Item 8, for information regarding non-recourse debt.

     The Partnership's  reinvestment period ended July 31, 1998. The disposition
period began  August 1, 1998,  at which time the  Partnership  began the orderly
termination of its operations and affairs.  During the disposition  period,  the
Partnership has and will continue to distribute  substantially all distributable
cash from  operations and equipment  sales to the partners.  The Partnership has
not and will not invest in any additional finance or lease  transactions  during
the disposition  period.  Because the Partnership is in 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.

     As of December 31, 2003 there were no known trends or demands, commitments,
events or  uncertainties  apart from those  mentioned  above which are likely to
have any material  effect on liquidity.  As cash is realized from operations and
additional  borrowings,  the  Partnership  will  continue to invest in equipment
leases and financings where it deems it to be prudent while retaining sufficient
cash to meet its reserve requirements and recurring obligations.

     We do not  consider  the impact of inflation to be material in the analysis
of our overall operations.

Significant Accounting Policies

     The policies  discussed  below are considered by the General  Partner to be
critical  to  an  understanding  of  the  Partnership's  consolidated  financial
statements because their application places the most significant  demands on the
General  Partner's  judgments,  with  financial  reporting  results  relying  on
estimation about the effect of matters that are inherently  uncertain.  Specific
risks for these  critical  accounting  policies are  described in the  following
paragraphs.  For all of these policies, the General Partner cautions that future
events rarely  develop  exactly as forecast,  and the best  estimates  routinely
require adjustment.

<PAGE>


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

                                December 31, 2003

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

     Leases  and  Revenue  Recognition  - The  Partnership  accounts  for  owned
equipment  leased to third  parties  as finance  leases,  leveraged  leases,  or
operating leases,  as appropriate.  Initial direct costs are capitalized and are
amortized over the terms of the related leases using the interest method.

     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  and  depreciated  on  the
straight-line  method  over the lease term to its  estimated  residual  value at
lease termination and is subject to the Partnership's impairment policy. Related
lease  rentals are  recognized on the straight line method over the lease terms.
Billed and uncollected operating lease receivables are included in other assets.

     Credit  Risk  -  Financial   instruments  that   potentially   subject  the
Partnership to  concentrations of credit risk include cash and cash equivalents,
direct finance lease receivables and accounts receivable. The Partnership places
its cash deposits and temporary cash investments with creditworthy, high quality
financial  institutions.  The  concentration of such deposits and temporary cash
investments  is not  deemed to  create a  significant  risk to the  Partnership.
Accounts  receivable  represent amounts due from lessees in various  industries,
related to equipment on operating and direct financing leases.

     The  Partnership  records a provision for doubtful  accounts to provide for
estimated credit losses in its portfolio. The allowance for doubtful accounts is
based on an analysis of delinquency,  an assessment of overall risk and a review
of historical loss experience. 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  - Residual  values of the  Partnership's  asset  portfolio  are
periodically  reviewed to determine  whether events or changes in  circumstances
indicate that the carrying value of an asset may not be recoverable.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset may be  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.

<PAGE>

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

                                December 31, 2003

     An  impairment  loss is  measured  and  recognized  only  if the  estimated
undiscounted  future cash flows of the asset are less than their net book value.
The  estimated  undiscounted  future  cash  flows  are the sum of the  estimated
residual  value of the asset at the end of the asset's  expected  holding period
and estimates of undiscounted  future rents.  The residual value assumes,  among
other things,  that the asset is utilized normally in an open,  unrestricted and
stable market.  Short-term  fluctuations in the market place are disregarded and
it is assumed  that  there is no  necessity  either to dispose of a  significant
number of the assets  simultaneously,  if held in quantity, or to dispose of the
asset quickly.  Impairment is measured as the difference  between the fair value
of the assets and its carrying value on the measurement date.

Recent Accounting Pronouncements

     In April 2003, the FASB issued SFAS No. 149,  Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies
accounting for derivative instruments,  including certain derivative instruments
embedded in other contracts,  and for hedging activities under SFAS No. 133. The
Statement  requires that contracts with comparable  characteristics be accounted
for  similarly and clarifies  when a derivative  contains a financing  component
that warrants special  reporting in the statement of cash flows. SFAS No. 149 is
effective for contracts  entered into or modified after June 30, 2003, except in
certain circumstances,  and for hedging relationships  designated after June 30,
2003.  The  adoption  of this  standard  did not have a  material  effect on the
Partnership's financial position or results of operations.


     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  in  its
statements   of  financial   position   certain   financial   instruments   with
characteristics  of both  liabilities  and equity.  It  requires  that an issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset in some  circumstances)  because  that  financial  instrument  embodies an
obligation of the issuer. This Statement is effective for financial  instruments
entered into or modified  after May 31, 2003,  and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003,  except for
mandatorily   redeemable  financial  instruments  of  nonpublic  entities.   For
nonpublic  entities,  the effective  date of the provisions of SFAS No. 150 that
relate to mandatorily  redeemable financial  instruments has been deferred until
fiscal years that begin after  December 31, 2003.  The adoption of this standard
is not  expected  to  have a  material  effect  on the  Partnership's  financial
position  or results of  operations.


     In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities,  an  Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46  provides  guidance  on how to  identify  a variable  interest
entity,  or VIE, and  determine  when the assets,  liabilities,  non-controlling
interests,   and  results  of  operations  of  a  VIE  must  be  included  in  a
partnership's  consolidated  financial  statements.  A  partnership  that  holds
variable  interests  in an entity is required to  consolidate  the entity if the
partnership's  interest  in the VIE is such that the  partnership  will absorb a
majority of the VIE's expected  losses and/or receive a majority of the entity's
expected  residual  returns,  if any.  VIE's created after January 31, 2003, but
prior to January 1, 2004,  may be  accounted  for either  based on the  original
interpretation   or  the   Revised   Interpretations.   However,   the   Revised
Interpretations  must be applied no later than the first  quarter of fiscal year
2004.  VIE's  created  after  January  1, 2004 must be  accounted  for under the
Revised Interpretations.  There has been no material impact to the Partnership's
financial  statements  and there is no expected  impact from the adoption of the
deferred provisions in the first quarter of fiscal year 2004.

     The Partnership  does not believe that any other recently  issued,  but not
yet  effective,  accounting  standards  will  have  a  material  effect  on  the
Partnership's financial position or results of operations.

<PAGE>

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

                                December 31, 2003

Item 7A.  Qualitative and Quantitative Disclosures About Market Risk
          ----------------------------------------------------------

     The  Partnership is exposed to certain market risks,  including  changes in
interest rates and the demand for equipment (and the related residuals) owned by
the Partnership and its investees.  Except as discussed  below,  the Partnership
believes  its  exposure  to other  market  risks 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.

     The  Partnership  manages its  exposure to equipment  and residual  risk by
monitoring the equipment leasing market and maximizing the re-marketing proceeds
received through re-leasing or sale of equipment.

<PAGE>

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

                                December 31, 2003

Item 8.  Consolidated Financial Statements
         ---------------------------------

                   Index to Consolidated Financial Statements
                                                                     Page Number
                                                                     -----------

Independent Auditors' Reports                                           14-15

Consolidated Balance Sheets as of December 31, 2003 and 2002               16

Consolidated Statements of Operations for the Years Ended
  December 31, 2003, 2002 and 2001                                         17

Consolidated Statement of Changes in Partners' Equity for the Years Ended
  December 31, 2001, 2002 and 2003                                         18

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2003, 2002 and 2001                                      19-20

Notes to Consolidated Financial Statements                              21-32

<PAGE>










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

                        Consolidated Financial Statements

                                December 31, 2003

                   (With Independent Auditors' Report Thereon)


<PAGE>









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


                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


We have audited the accompanying  consolidated  balance sheets of ICON Cash Flow
Partners, L.P., Series E (a Delaware limited partnership) and subsidiaries as of
December  31,  2003  and  2002  and  the  related  consolidated   statements  of
operations, changes in partners' equity and cash flows for each of the two years
in the period ended December 31, 2003. 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  United  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.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of ICON Cash Flow
Partners,  L.P.,  Series E and subsidiaries as of December 31, 2003 and 2002 and
the results of their  operations  and their cash flows for each of the two years
in the period ended December 31, 2003 in conformity with  accounting  principles
generally accepted in the United States of America.

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



/s/ Hays & Company LLP


March 19, 2004
New York, New York

<PAGE>

                          Independent Auditors' Report
                          ----------------------------

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

We  have  audited  the  accompanying   consolidated  statements  of  operations,
partners' equity,  and cash flows of ICON Cash Flow Partners,  L.P., Series E (a
Delaware  limited  partnership)  for the year ended  December  31,  2001.  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 audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  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  audit  provides  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 results of the  operations  and the cash
flows of ICON Cash Flow Partners, L.P., Series E for the year ended December 31,
2001, in conformity with accounting  principles generally accepted in the United
States of America.

/s/KPMG LLP
April 15, 2002


<PAGE>

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

                           Consolidated Balance Sheets

                           December 31, 2003 and 2002


<TABLE>
<CAPTION>

                                                                        2003           2002
                                                                        ----           ----

     Assets

<S>                                                           <C>               <C>
Cash and cash equivalents                                     $         80,318  $       746,808
                                                              ----------------  ---------------

Investment in finance leases
   Minimum rents receivable                                          1,466,112         2,590,191
   Estimated unguaranteed residual values                            1,266,007         3,197,247
   Unearned income                                                     (40,551)        (120,426)
   Allowance for doubtful accounts                                    (578,391)        (566,551)
                                                              ----------------  ---------------
                                                                     2,113,177        5,100,461
                                                              ----------------  ---------------
Investment in operating leases
   Equipment at cost                                                19,207,984       21,554,842
   Accumulated depreciation                                         (8,357,851)      (7,261,999)
                                                              ----------------  ---------------
                                                                    10,850,133       14,292,843
                                                              ----------------  ---------------

Investment in financings
   Receivables due in installments                                   2,446,433        3,157,773
   Unearned income                                                     (13,238)         (81,826)
   Allowance for doubtful accounts                                  (1,405,763)      (1,403,186)
                                                              ----------------  ---------------
                                                                     1,027,432        1,672,761
                                                              ----------------  ---------------


Equipment held for sale, net                                         1,489,239              -
                                                              ----------------  ---------------


Investments in unconsolidated joint ventures                           126,594          216,489
                                                              ----------------  ---------------

Other assets, net                                                       99,847          478,032
                                                              ----------------  ---------------

Total assets                                                  $     15,786,740  $    22,507,394
                                                              ================  ===============


     Liabilities and Partners' Equity


Notes payable - non-recourse                                  $      9,565,050  $    11,352,510
Security deposits, deferred credits and other payables                 684,632        1,667,953
Deferred income                                                      1,118,590          483,436
Due to General Partner and affiliates                                  594,982          529,572
Minority interests in consolidated joint ventures                       58,561          178,217
                                                              ----------------  ---------------

Total liabilities                                                   12,021,815       14,211,688
                                                              ----------------  ---------------

Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                                    (482,075)        (436,768)
   Limited partners (607,855.51 units outstanding,
     $100 per unit original issue price)                             4,247,000        8,732,474
                                                              ----------------  ---------------

Total partners' equity                                               3,764,925        8,295,706
                                                              ----------------  ---------------

Total liabilities and partners' equity                        $     15,786,740  $    22,507,394
                                                              ================  ===============

</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, 2003, 2002 and 2001


<TABLE>
<CAPTION>

                                                             2003                 2002                 2001
Revenues

   <S>                                                   <C>                 <C>                  <C>
   Rental income                                         $   1,085,543       $   2,547,841        $   2,609,465
   Finance income                                              466,013             915,583            2,923,473
   Net gain (loss) on sales of equipment                       309,286             (14,300)              68,268
   Interest income and other                                   398,275           2,354,817              103,589
   (Loss) income from investments in
     unconsolidated joint ventures                             (86,852)             49,797             (316,863)
                                                         -------------       -------------        -------------

   Total revenues                                            2,172,265           5,853,738            5,387,932
                                                         -------------       -------------        -------------

Expenses

   Depreciation                                              1,599,866           1,553,222            1,124,383
   Impairment loss                                           1,500,000               -                       -
   Interest                                                  1,160,763           1,428,860            2,333,153
   (Reversal of) provision for bad debts                            -             (700,000)           2,162,304
   Management fees - General Partner                           208,593             354,788              537,237
   Administrative expense reimbursements
     - General Partner                                         128,341             194,272              339,737
   General and administrative                                  575,104             606,778              624,122
   Amortization of initial direct costs and other               11,674              61,569              123,307
   Minority interest (income) expense in
     consolidated joint ventures                              (119,656)             52,601             (460,987)
                                                         -------------       -------------        -------------

   Total expenses                                            5,064,685           3,552,090            6,783,256
                                                         -------------       -------------        -------------

Net (loss) income                                        $  (2,892,420)      $   2,301,648        $  (1,395,324)
                                                         =============       =============        =============

Net (loss) income allocable to:
   Limited partners                                      $  (2,863,496)      $   2,278,632        $  (1,381,371)
   General Partner                                             (28,924)             23,016              (13,953)
                                                         -------------       -------------        -------------

                                                        $  (2,892,420)       $   2,301,648        $  (1,395,324)
                                                        =============        =============        =============

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

Net (loss) income per weighted average
   limited partnership unit                             $       (4.71)       $        3.75        $       (2.27)
                                                        =============        =============        =============

</TABLE>


See accompanying notes to consolidated financial statements.
<PAGE>

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

              Consolidated Statement of Changes in Partners' Equity

              For the Years Ended December 31, 2001, 2002 and 2003


<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 January 1, 2001                                    $    11,785,620    $    (406,065)   $     11,379,555

Cash distributions
   to partners                 $    2.23     $    -                (1,356,383)         (13,564)         (1,369,947)

Net loss                                                           (1,381,371)         (13,953)         (1,395,324)
                                                              ---------------    -------------    ----------------

Balance at December 31, 2001                                        9,047,866         (433,582)          8,614,284

Cash distributions
   to partners                 $     .52     $    3.75             (2,594,024)         (26,202)         (2,620,226)

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

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

Cash distributions
   to partners                 $    2.67     $    -                (1,621,978)         (16,383)         (1,638,361)

Net loss                                                           (2,863,496)         (28,924)         (2,892,420)
                                                              ---------------    -------------    ----------------

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



</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, 2003, 2002 and 2001

<TABLE>
<CAPTION>


                                                                          2003              2002          2001
                                                                          ----              ----          ----

<S>                                                                    <C>            <C>            <C>
Cash flows from operating activities:
   Net (loss) income                                                   $  (2,892,420) $   2,301,648  $   (1,395,324)
                                                                       -------------  -------------  --------------
   Adjustments to reconcile net (loss) income to
     net cash (used in) provided by operating activities:
       Depreciation                                                        1,599,866      1,553,222       1,124,383
       Impairment loss                                                     1,500,000            -               -
       Rental income - paid directly to lenders by lessees                  (900,000)    (2,200,000)     (2,460,000)
       (Reversal of) provision for doubtful accounts                              -        (700,000)      2,162,304
       Finance income portion of receivables paid directly
         to lenders by lessees                                               (41,561)      (193,939)       (447,632)
       Amortization of initial direct costs                                   11,674         61,569         123,307
       Net (gain) loss on sales of equipment                                (309,286)        14,300         (68,268)
       Interest expense on non-recourse financing
         paid directly to lenders by lessees                               1,129,191      1,206,993       1,687,354
       Loss (income) from investments in
         unconsolidated joint ventures                                        86,852        (49,797)        316,863
       Minority interest (income) expense in consolidated
         joint ventures                                                     (119,656)        52,601        (460,987)
       Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables                1,371,885      2,605,127       7,376,587
         Other assets, net                                                   462,791         54,550         232,256
         Security deposits, deferred credits and other payables             (983,321)       (20,521)        109,358
         Deferred income                                                     635,154        306,576            -
         Due to General Partner and affiliates                                65,410        262,854            -
                                                                       -------------  -------------  --------------

         Total adjustments                                                 4,508,999      2,953,535       9,695,525

Net cash provided by operating activities                                  1,616,579      5,255,183       8,300,201

Cash flows from investing activities:
   Proceeds from sales of equipment                                          484,966      2,394,019         738,728
   Distributions received from
     unconsolidated joint ventures                                             3,043             -             -
   Distribution to minority interests in consolidated
     joint ventures                                                              -          (49,056)           -
                                                                       -------------  -------------  --------------

Net cash provided by investing activities                                    488,009      2,344,963         738,728
                                                                       -------------  -------------  --------------

Cash flows from financing activities:
   Principal payments on non-recourse debt                                (1,132,717)    (5,597,034)     (7,335,811)
   Cash distributions to partners                                         (1,638,361)    (2,620,226)     (1,369,947)
                                                                       -------------  -------------  --------------

Net cash used in financing activities                                     (2,771,078)    (8,217,260)     (8,705,758)
                                                                       -------------  -------------  --------------

Net (decrease) increase in cash and cash equivalents                        (666,490)      (617,114)        333,171

Cash and cash equivalents at beginning of year                               746,808      1,363,922       1,030,751
                                                                       -------------  -------------  --------------

Cash and cash equivalents at end of year                               $       80,318 $     746,808  $    1,363,922
                                                                       ============== =============  ==============

</TABLE>



                                                        (continued on next page)
<PAGE>

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

                      Statements of Cash Flows (continued)

              For the Years Ended December 31, 2003, 2002 and 2001

Supplemental Disclosures of Cash Flow Information
-------------------------------------------------

     For the years ended December 31, 2003, 2002 and 2001,  non-cash  activities
included the following:


<TABLE>
<CAPTION>


                                                           2003                  2002                  2001
                                                           ----                  ----                  ----

<S>                                                  <C>                   <C>                   <C>
Principal and interest on direct finance
  receivables paid directly to lenders
  by lessees                                         $        279,009      $     3,920,065       $     2,145,767

Rental income on operating
  lease receivables paid directly to lender
  by lessee                                                   900,000            2,200,000             2,460,000

Principal and interest on non-recourse debt
  paid directly by lessees                                 (1,179,009)          (6,120,065)           (4,605,767)
                                                     ----------------      ---------------       ---------------

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

Non-recourse debt assumed by lessees
   upon lease termination                            $        604,925      $          -          $          -
                                                     ================      ===============       ===============


Interest expense on non-recourse
   financing accrued or paid directly
   to lenders by lessees                             $      1,129,191      $     1,206,993       $     1,687,354

Other interest paid                                            31,572              221,867               645,799
                                                     ----------------      ---------------       ---------------

Total interest expense                               $      1,160,763      $     1,428,860       $     2,333,153
                                                     ================      ===============       ===============

</TABLE>











See accompanying notes to consolidated financial statements.

<PAGE>

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

                   Notes to Consolidated Financial Statements

              For the Years Ended December 31, 2003, 2002 and 2001

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  by the  General  Partner.  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 2003, the Partnership redeemed
2,556 limited  partnership  units  resulting in 607,855.51  limited  partnership
units outstanding at December 31, 2003.

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

     The  Partnership  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 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  commencing with each limited  partner's  admission to the Partnership,
(3) re-invested  substantially all  undistributed  cash from operations and cash
from sales of  equipment  and  financing  transactions  during the  reinvestment
period;  and (4)  commenced  the  disposition  period  and  begun  to  sell  the
Partnership's investments and distribute the cash from sales of such investments
to its partners.

     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.

     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

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

<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 Cash Flow Partners
L.L.C. I ("ICON Cash Flow LLC I") and ICON  Receivables  1997-B LLC  ("1997-B").
All   inter-company   accounts  and   transactions   have  been   eliminated  in
consolidation. 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.

     Cash and Cash  Equivalents - Cash and cash  equivalents are defined as cash
in banks and highly liquid  investments  with original  maturity  dates of three
months or less. The Partnership's cash and cash equivalents are held principally
at one financial institution and at times may exceed insured limits.

     Leases  and  Revenue  Recognition  - The  Partnership  accounts  for  owned
equipment  leased to third parties as finance leases,  or operating  leases,  as
appropriate.  Initial  direct costs are  capitalized  and are amortized over the
terms of the related  leases  using the  interest or  straight-line  method,  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  and  depreciated  on  the
straight-line  method  over the lease term to its  estimated  residual  value at
lease termination and is subject to the Partnership's  impairment review policy.
Related lease rentals are  recognized on the straight line method over the lease
terms. Billed and uncollected  operating lease receivables are included in other
assets.

     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.

     Credit  Risk  -  Financial   instruments  that   potentially   subject  the
Partnership to  concentrations of credit risk include cash and cash equivalents,
direct finance lease receivables and accounts receivable. The Partnership places
its cash deposits and temporary cash investments with creditworthy, high quality
financial  institutions.  The  concentration of such deposits and temporary cash
investments  is not  deemed to  create a  significant  risk to the  Partnership.
Accounts  receivable  represent amounts due from lessees in various  industries,
related to equipment on operating and direct financing leases.

     The  Partnership  records a provision for doubtful  accounts to provide for
estimated credit losses in its portfolio. The allowance for doubtful accounts is
based on an analysis of delinquency,  an assessment of overall risk and a review
of historical loss experience. 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.

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

     Impairment  - Residual  values of the  Partnership's  asset  portfolio  are
periodically  reviewed to determine  whether events or changes in  circumstances
indicate that the carrying value of an asset may not be recoverable.  The events
or changes in circumstances  which generally indicate that the residual value of
an asset may be  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.

     An  impairment  loss is  measured  and  recognized  only  if the  estimated
undiscounted  future cash flows of the asset are less than their net book value.
The  estimated  undiscounted  future  cash  flows  are the sum of the  estimated
residual  value of the asset at the end of the asset's  expected  holding period
and estimates of undiscounted  future rents.  The residual value assumes,  among
other things,  that the asset is utilized normally in an open,  unrestricted and
stable market.  Short-term  fluctuations in the market place are disregarded and
it is assumed  that  there is no  necessity  either to dispose of a  significant
number of the assets  simultaneously,  if held in quantity, or to dispose of the
asset quickly.  Impairment is measured as the difference  between the fair value
of the assets and its carrying value on the measurement date.

     Fair Value of Financial  Instruments  - Statement  of Financial  Accounting
Standards  ("SFAS")  No.  107,  "Disclosures  About  Fair  Values  of  Financial
Instruments,"   requires   disclosures   about  the  fair  value  of   financial
instruments,   except  for  lease  related  assets  and  liabilities.   Separate
disclosure  of fair value  information  as of  December  31,  2003 and 2002 with
respect to the Partnership's  assets and liabilities is not separately  provided
since  (i)  SFAS No.  107  does not  require  fair  value  disclosures  of lease
arrangements and (ii) the carrying value of financial  assets,  other than lease
related  investments,  and the recorded  value of payables  approximates  market
value.

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

     Reclassifications  - Certain items from prior years have been  reclassified
to conform to the presentation in 2003.

     Recent Accounting  Pronouncements - In April 2003, the FASB issued SFAS No.
149,   Amendment  of  Statement  133  on  Derivative   Instruments  and  Hedging
Activities.  SFAS  No.  149  amends  and  clarifies  accounting  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts, and for hedging activities under SFAS No. 133. The Statement requires
that contracts with  comparable  characteristics  be accounted for similarly and
clarifies when a derivative contains a financing component that warrants special
reporting  in the  statement  of cash  flows.  SFAS  No.  149 is  effective  for
contracts  entered  into or  modified  after  June 30,  2003,  except in certain
circumstances, and for hedging relationships designated after June 30, 2003. The
adoption of this  standard did not have a material  effect on the  Partnership's
financial  position or results of operations.


     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with  Characteristics of both Liabilities and Equity. This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  in  its


<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

statements   of  financial   position   certain   financial   instruments   with
characteristics  of both  liabilities  and equity.  It  requires  that an issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset in some  circumstances)  because  that  financial  instrument  embodies an
obligation of the issuer. This Statement is effective for financial  instruments
entered into or modified  after May 31, 2003,  and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003,  except for
mandatorily   redeemable  financial  instruments  of  nonpublic  entities.   For
nonpublic  entities,  the effective  date of the provisions of SFAS No. 150 that
relate to mandatorily  redeemable financial  instruments has been deferred until
fiscal years that begin after  December 31, 2003.  The adoption of this standard
is not  expected  to  have a  material  effect  on the  Partnership's  financial
position  or results of  operations.

     In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities,  an  Interpretation of ARB No. 51. In December 2003, the FASB issued a
revision to FIN 46, or Revised Interpretation, to clarify some of the provisions
of FIN 46. FIN 46  provides  guidance  on how to  identify  a variable  interest
entity,  or VIE, and  determine  when the assets,  liabilities,  non-controlling
interests,   and  results  of  operations  of  a  VIE  must  be  included  in  a
partnership's  consolidated  financial  statements.  A  partnership  that  holds
variable  interests  in an entity is required to  consolidate  the entity if the
partnership's  interest  in the VIE is such that the  partnership  will absorb a
majority of the VIE's expected  losses and/or receive a majority of the entity's
expected  residual  returns,  if any.  VIE's created after January 31, 2003, but
prior to January 1, 2004,  may be  accounted  for either  based on the  original
interpretation   or  the   Revised   Interpretations.   However,   the   Revised
Interpretations  must be applied no later than the first  quarter of fiscal year
2004.  VIE's  created  after  January  1, 2004 must be  accounted  for under the
Revised Interpretations.  There has been no material impact to the Partnership's
financial  statements  and there is no expected  impact from the adoption of the
deferred provisions in the first quarter of fiscal year 2004.

     The Partnership  does not believe that any other recently  issued,  but not
yet  effective,  accounting  standards  will  have  a  material  effect  on  the
Partnership's financial position or results of operations.

3.   Joint Ventures

     The  Partnership  and its  affiliates  formed five joint  ventures  for the
purpose of acquiring  and  managing  various  assets.  The  Partnership  and its
affiliates  have identical  investment  objectives  and  participate on the same
terms and  conditions.  The Partnership has a right of first refusal to purchase
the equipment,  on a pro-rata  basis,  if any of the  affiliates  desire to sell
their interest in the equipment.

     Consolidated Joint Ventures

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

     ICON Cash Flow Partners L.L.C.
     ------------------------------

     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, for
the purpose of  acquiring  and  managing an aircraft on lease with a U.S.  based
commercial  airline.  The Partnership and L.P. Six acquired interests of 99% and
1%, respectively, in ICON Cash Flow LLC. In 1997, upon the scheduled termination
of the lease,  the aircraft was  remarketed to Aerovias de Mexico,  S.A. de C.V.
("Aeromexico")  under a lease that  originally  expired in October 2002. At that
time, an extension agreement was entered into with Aeromexico which provided for
an initial  15 month  rental at  $75,000  per month.  At the end of the 15 month

<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

renewal  period,   Aeromexico  had  the  option  to  renew  for  two  additional
twelve-month  periods at similar monthly rental rates.  Aeromexico has exercised
its first right to renew and the lease  expiration was extended to January 2005.
ICON  Cash  Flow LLC  acquired  the  aircraft,  assuming  non-recourse  debt and
utilizing  cash received from the  Partnership  and L.P. Six.  Profits,  losses,
excess cash and  disposition  proceeds of the joint venture are allocated 99% to
the Partnership  and 1% to L.P. Six. The  Partnership's  consolidated  financial
statements  include  100% of the assets,  liabilities,  revenues and expenses of
ICON Cash Flow LLC. L.P. Six's  investment in ICON Cash Flow LLC is reflected as
minority  interest in joint venture on the  Partnership's  consolidated  balance
sheets and as minority interest (income) expense on its consolidated  statements
of operations.

     ICON Receivables 1997-B LLC
     ---------------------------

     In August 1997, the Partnership and its affiliates,  L.P. Six and ICON Cash
Flow  Partners  L.P.  Seven  ("L.P.  Seven"),  formed  1997-B for the purpose of
securitizing  the  cash  flow  collections  from  a  portfolio  of  leases.  The
Partnership, L.P. Six and L.P. Seven each contributed cash, equipment leases and
residuals and received a 75.00%,  8.33% and 16.67%  interest,  respectively,  in
1997-B.

     The Partnership's  consolidated  financial  statements  include 100% of the
assets and  liabilities  and revenues and expenses of 1997-B.  L.P. Six and L.P.
Seven's  investments  in 1997-B  have been  recorded as  minority  interests  in
consolidated joint ventures on the consolidated balance sheets and statements of
operations.

Unconsolidated 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 on lease with a U.S.  based  commercial  airline.  The
Partnership and L.P. Six acquired interests of 1% and 99%, respectively, in ICON
Cash Flow LLC II. In 1997,  upon the  scheduled  termination  of the lease,  the
aircraft was  remarketed  to  Aeromexico  under a lease that expired in November
2002.  At that time,  an extension  agreement  was entered into with  Aeromexico
which  provided for an initial 15 month rental at $75,000 per month.  At the end
of the 15 month  renewal  period,  Aeromexico  had the  option  to renew for two
additional  twelve-month periods at similar monthly rental rates.  Aeromexio has
exercised  its first  right to renew and the lease  expiration  was  extended to
January 2005. ICON Cash Flow LLC II acquired the aircraft, assuming non-recourse
debt and utilizing  cash received from the  Partnership  and L.P. Six.  Profits,
losses, excess cash and disposition proceeds are allocated 1% to the Partnership
and 99% to L.P. Six. The outstanding  non-recourse debt at December 31, 2003 was
$9,043,249.

     Information as to the financial  position and results of operations of ICON
Cash Flow LLC II as of and for the years  ended  December  31,  2003 and 2002 is
summarized below:

                                December 31, 2003            December 31, 2002
                                -----------------            -----------------

Assets                           $    12,736,517             $    15,750,363
                                 ===============             ===============

Liabilities                      $     9,091,902             $     8,932,485
                                 ===============             ===============

Equity                           $     3,644,615             $     6,817,878
                                 ===============             ===============

Partnership's share of equity    $        36,446             $        68,179
                                 ===============             ===============

<PAGE>



                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
             Notes to Consolidated Financial Statements - Continued

                                    For the Year Ended      For the Year Ended
                                     December 31, 2003       December 31, 2002
                                     -----------------       -----------------

Net loss                              $    (3,173,263)       $      (345,864)
                                      ===============        ===============

Partnership's share of net loss       $       (31,733)       $        (3,459)
                                      ===============        ===============

     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 which was on lease to  Continental  Airlines,
Inc. The aircraft is a 1976 McDonnell  Douglas DC-10-30 with an original cost of
$11,429,751.  The original lease,  which was accounted for as a leveraged lease,
expired on April 30, 2003.  Effective May 1, 2003, the aircraft was re-leased to
World  Airlines,  Inc. on a  power-by-the-hour  basis.  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.

     Information as to the financial  position and results of operations of ICON
Cash Flow LLC III as of the years ended December 31, 2003 and 2002 is summarized
below:

                                          December 31, 2003   December 31, 2002
                                          -----------------   -----------------

Assets                                     $     2,287,230    $     5,337,603
                                           ===============    ===============

Liabilities                                $         -        $         -
                                           ===============    ================

Equity                                     $     2,287,230    $     5,337,603
                                           ===============    ===============

Partnership's share of equity              $        22,872    $        53,376
                                           ===============    ===============

                                         For the Year Ended   For the Year Ended
                                          December 31, 2003   December 31, 2002
                                          -----------------   -----------------

Net (loss) income                          $    (2,746,103)   $       483,785
                                           ===============    ===============

Partnership's share of net (loss) income   $       (27,461)   $         4,838
                                           ===============    ===============

Distributions                              $       304,270    $         -
                                           ===============    ===============

Partnership's share of distributions       $         3,043    $         -
                                           ===============    ===============

ICON Receivables 1997-A LLC
---------------------------

     In March and September 1997, the Partnership and affiliates, 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 LLC ("1997-A") for the purpose of securitizing the cash flow
collections  from  a  portfolio  of  leases.   As  of  December  31,  2003,  the
Partnership,  Series D, L.P. Six and L.P. Seven own 31.19%,  17.81%,  31.03% and
19.97% interests, respectively, in 1997-A.

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

     Information  as to the  financial  position  and results of  operations  of
1997-A as of and for the years ended  December  31, 2003 and 2002 is  summarized
below:

                                   December 31, 2003           December 31, 2002
                                   ----------------            -----------------

 Assets                             $       810,802             $       694,761
                                    ===============             ===============

 Liabilities                        $       595,106             $       390,389
                                    ===============             ===============

 Equity                             $       215,696             $       304,372
                                    ===============             ===============

 Partnership's share of equity      $        67,276             $        94,934
                                    ===============             ===============


                                  For the Year Ended          For the Year Ended
                                   December 31, 2003           December 31, 2002
                                   -----------------           -----------------

 Net (loss) income                  $       (88,676)            $       155,235
                                    ===============             ===============

 Partnership's share of
   net (loss) income                $       (27,658)            $        48,418
                                    ===============             ===============

4.   Receivables Due in Installments

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

   Year Ending           Finance
   December 31,          Leases        Financings          Total
   ------------          ------        ----------          -----

        2004      $      1,441,265   $   2,446,433   $   3,887,698
        2005                24,847        -                 24,847
                  ----------------   -------------   ------------

                  $      1,466,112   $   2,446,433   $   3,912,545
                  ================   =============   =============

     During 2003, equipment recorded as a finance lease with a net book value of
$1,489,239 was reclassified to equipment held for sale.
<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

     The allowance for doubtful  accounts  related to the investments in finance
leases and financings consisted of the following:


<TABLE>
<CAPTION>

                                                          Finance
                                                          Leases          Financings         Total
                                                          ------          ----------         -----


<S>                                                  <C>               <C>              <C>
Balance at January 1, 2001                           $    1,287,212    $   1,235,231    $    2,522,443

     Provision for doubtful accounts                        775,248        1,387,056         2,162,304
     Accounts written-off or recovered                     (174,142)      (1,407,730)       (1,581,872)
                                                     --------------    -------------    --------------

Balance at December 31, 2001                              1,888,318        1,214,557         3,102,875

     (Reversal of) provision for doubtful accounts       (1,400,153)         700,153          (700,000)
     Accounts written-off or recovered                       78,386        (511,524)         (433,138)
                                                     --------------    ------------     -------------


Balance at December 31, 2002                                566,551        1,403,186         1,969,737

     (Reversal of) provision for doubtful accounts           (2,577)           2,577                -
     Accounts written-off or recovered                       14,417              -              14,417
                                                     --------------    -------------    --------------

Balance at December 31, 2003                         $      578,391    $   1,405,763    $    1,984,154
                                                     ==============    =============    ==============

</TABLE>


5.   Investment in Operating Leases

     The  investment  in operating  leases at December  31, 2003,  2002 and 2001
consisted of the following:


<TABLE>
<CAPTION>

                                                          2003                  2002               2001
                                                          ----                  ----               ----

<S>                                                <C>                   <C>                   <C>
Equipment at cost, beginning of year               $    21,554,842       $    21,554,842       $   20,707,984

Impairment loss                                         (1,500,000)                  -                    -

Transfer from finance lease residual                           -                     -                846,858

Dispositions                                             (846,858)                   -                    -
                                                   --------------        ---------------       ---------------

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

Accumulated depreciation
  beginning of year                                     (7,261,999)           (5,708,777)           (4,584,394)

Depreciation expense                                    (1,599,866)           (1,553,222)           (1,124,383)

Accumulated depreciation, dispositions                     504,014                   -                     -
                                                   ---------------       ---------------       ---------------

Accumulated depreciation, end of year                   (8,357,851)           (7,261,999)           (5,708,777)
                                                   ---------------       ---------------       ---------------

Investment in operating leases, end of year        $    10,850,133       $    14,292,843       $    15,846,065
                                                   ===============       ===============       ===============

</TABLE>

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

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

     The  lease  with   Aeromexico  (as  discussed  in  Note  3)  accounted  for
approximately 58% of the Partnership's rental and finance income during the year
ended December 31, 2003.

     Non-cancelable  minimum  rental  amounts  due on  operating  leases  are as
follows:

                         Year Ending
                         December 31,                       Amount
                         ------------                       ------

                           2004                      $       900,000
                           2005                               75,000
                                                     ---------------
                                                     $       975,000
                                                     ===============

6.   Notes Payable

     The non-recourse notes payable consist of:

(i)  At  December  31,  2003 and  2002,  notes  payable  totaling  $158,749  and
     $1,245,283,  respectively,  bearing interest at 6.19% per annum and payable
     from  receivables  related to the portfolio of leases that secure the debt,
     and

(ii) At December 31, 2003 and 2002, $9,406,301 and $10,107,227, respectively, of
     other  non-recourse  notes bearing  interest at rates ranging from 7.48% to
     11.83%, of which $9,383,441 and $9,186,243, respectively, is secured by the
     aircraft on lease with Aeromexico. The note matured in January 2004 and the
     Partnership  is currently  negotiating  an  extension of the maturity  date
     through the extended lease term of January 2005.
<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

7.   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, 2001,  2002 and 2003
are as follows:

                                                     Charged to
                                                     Operations
                                                     ----------

     Management fees                               $     537,237
     Administrative expense reimbursements               339,737
                                                   -------------

     Year ended December 31, 2001                  $     876,974
                                                   =============

     Management fees                               $     354,788
     Administrative expense reimbursements               194,272
                                                   -------------

     Year ended December 31, 2002                  $     549,060
                                                   =============

     Management fees                               $     208,593
     Administrative expense reimbursements               128,341
                                                   -------------

     Year ended December 31, 2003                  $     336,934
                                                   =============

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

     At December  31,  2003  amounts due to General  Partner and  affiliates  of
$594,982  consisted  of  approximately  $43,000 due to the  General  Partner for
management fees and  administrative  expense  reimbursements  and  approximately
$551,982  due to  affiliates  that  relates to rents  received on behalf of such
affiliates.  . At December 31, 2002,  there were no  liabilities  to the General
Partner and amounts due to affiliates was $529,572.

     The   Partnership  has  investments  in  five  joint  ventures  with  other
partnerships sponsored by the General Partner.

8.   Interest income and other

     Interest  income  and  other  was  $398,275,   $2,354,817,   and  $103,589,
respectively,  for the years  ended  December  31,  2003,  2002 and  2001.  This
category captures bank interest as well as any other  miscellaneous  income. For
the year ended  December  31, 2003  miscellaneous  income  included,  in part, a
$198,241  revised  estimate  of  residual  sharing  values  as well  as  revised
estimates  of  other   liabilities.   For  the  year  ended  December  31,  2002
miscellaneous  income included a $2,017,763 revised estimate of residual sharing
values.
<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

9.   Tax Information (Unaudited)

     The following  table  reconciles net (loss) income for financial  statement
reporting  purposes to loss for federal  income tax  reporting  purposes for the
years ended December 31:


<TABLE>
<CAPTION>

                                                                   2003              2002                2001
                                                                   ----              ----                ----

<S>                                                          <C>                <C>                <C>
Net (loss) income for financial statement
   reporting purposes                                        $   (2,892,420)    $    2,301,648     $    (1,395,324)

Differences due to:
   Direct finance leases                                            492,161           (141,396)          1,818,815
   Depreciation and amortization                                  2,608,644           (841,698)         (2,839,850)
   (Recovery) provision for losses                               (1,814,907)          (700,000)            580,432
   Gain (loss) on sales of equipment                                341,527              3,872            (543,376)
   Other                                                            554,888         (1,767,921)           (162,269)
                                                             --------------     --------------     ---------------
Partnership loss for federal income
   tax reporting purposes                                    $     (710,107)    $   (1,145,495)    $    (2,541,572)
                                                             ==============     ==============     ===============

</TABLE>


     As of December 31,  2003,  the  partners'  capital  accounts for  financial
statement  reporting  purposes  totaled  $3,764,925  compared  to the  partners'
capital  accounts  for  federal  income tax  reporting  purposes  of  $4,572,065
(unaudited). The difference arises primarily from sales expenses and commissions
reported  as a  reduction  in the  partners'  capital  for  financial  statement
reporting purposes but not for federal income tax reporting purposes,  offset by
temporary  differences  related  to  direct  finance  leases,  depreciation  and
amortization, recovery for losses and gain (loss) on sales of equipment.

10.  Selected Quarterly Financial Data (Unaudited)

     The following table is a summary of selected  financial data by quarter for
the years ended December 31, 2003 and 2002:


<TABLE>
<CAPTION>


                                                                         For the Quarter Ended
                                                                         ---------------------

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

2003
    <S>                                        <C>              <C>                <C>            <C>
     Revenues                                  $    1,051,615   $     365,481      $     343,652  $      411,517
                                               ==============   =============      =============  ==============

     Net income (loss) allocable to
       limited partners                        $       14,052   $    (505,165)     $    (469,935) $   (1,902,448)(1)
                                               ==============   =============      =============  ==============

     Net income (loss) per weighted
       average limited partnership unit        $          .02   $        (.82)     $        (.77) $        (3.14)
                                               ==============   =============      =============  ==============

</TABLE>

<PAGE>

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

             Notes to Consolidated Financial Statements - Continued

<TABLE>
<CAPTION>



2002

     <S>                                       <C>              <C>                <C>             <C>
     Revenues                                  $      962,813   $     926,660      $     740,463   $   3,223,802
                                               ==============   =============      =============   =============

     Net (loss) income allocable to
       limited partners                        $     (351,321)  $    (489,909)     $     354,629(2)$   2,765,233(3)
                                               ==============   =============      =============   =============

     Net (loss) income per weighted
       average limited partnership unit        $         (.58)  $        (.81)     $         .58   $        4.56
                                               ==============   =============      =============   =============

</TABLE>


(1)  In the fourth  quarter of 2003 the  Partnership  recorded an  impairment of
     $1,500,000 based upon a recent appraisal of the Aeromexico aircraft.

(2)  In the third quarter of 2002 the Partnership reversed the provision for bad
     debts by $700,000.

(3)  In  the  fourth  quarter  of  2002  the  Partnership  recorded  a  one-time
     adjustment of  $2,017,763,  due to a revised  estimate of residual  sharing
     values, which is captured in the category interest income and other.

<PAGE>

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

                                December 31, 2003

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

     The information required by Item 304 of Regulation S-K was filed as part of
the Partnership's Form 8-K filed on February 5, 2003.

Item 9A.  Control and Procedures
          ----------------------

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

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

PART III

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

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

     The  manager of 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.

<PAGE>


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

                                December 31, 2003

     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

     Beaufort J.B. Clarke,  age 57, 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 43, 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 50, 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 19 years of senior management experience in the leasing business.

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, 2003, 2002 and 2001.


<TABLE>
<CAPTION>

      Entity              Capacity           Type of Compensation             2003             2002          2001
      ------              --------           --------------------             ----             ----          ----
<S>                                                                    <C>               <C>              <C>
ICON Capital Corp.      General Partner    Management fees             $       208,593   $      354,788   $     537,237
ICON Capital Corp.      General Partner    Administrative expense
                                             reimbursements                    128,341          194,272         339,737
                                                                       ---------------   --------------   -------------
                                                                       $       336,934   $      549,060   $     876,974
                                                                       ===============   ==============   =============
</TABLE>


     In accordance with the terms of the Management  Agreement,  the Partnership
pays the  General  Partner  management  fees  based on a  percentage  of rentals
received either  directly by the Partnership or through joint ventures  (ranging
from 1% to 7%). In  addition,  the General  Partner is  reimbursed  for expenses
incurred by it in  connection  with the  Partnership's  operations.  The General
Partner  also  owns  a 1%  interest  in the  profits  and  distributions  of the
Partnership.

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.

<PAGE>

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

                                December 31, 2003

(b)  As of March 30, 2004,  Directors and Officers of the General Partner do not
     own any equity securities of the Partnership.

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

    Title                              Amount Beneficially              Percent
   of Class                                  Owned                      of Class
   --------                                  -----                      --------

General Partner      Represents initially a 1% and potentially a          100%
  Interest           10% interest in the Partnership's income, gain
                     and loss deductions.

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

Item 13.  Certain Relationships and Related Transactions
          ----------------------------------------------

     See  Item  11  for  a  discussion  of  the   Partnership's   related  party
transactions.

     See Notes 3 and 7 to the consolidated financial statements for a discussion
of the Partnership's related party transactions.


Item 14.  Principal Accounting Fees and Services

                              2003        2002          Description
                              ----        ----          -----------

Audit fees                 $    24,000    $    -        Audit and review
Audit related fees                   -         -
Tax fees                         1,000         -        Tax compliance
All other fees                       -         -
                           -----------    --------
Total                      $    25,000    $    -
                           ===========    ========

PART IV

Item 15.  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 the information  required to be set forth therein is included
     in the consolidated financial statements or notes thereto.
<PAGE>


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

                                December 31, 2003

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

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

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

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

          (iv) Unconsolidated    Joint   Venture   Financial   Statements   ICON
               Receivables  1997-A LLC - as of and for the years ended  December
               31, 2002 and 2001


(b)      Reports on Form 8-K

         None

(c)      Exhibits

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

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

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

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

<PAGE>

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

                                December 31, 2003

                                   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 30, 2004           /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 30, 2004            /s/ Beaufort J.B. Clarke
                                  ---------------------------------
                                  Beaufort J.B. Clarke
                                  Chairman, Chief Executive Officer and Director


Date:  March 30, 2004             /s/ Paul B. Weiss
                                  ---------------------------------
                                  Paul B. Weiss
                                  President and Director


Date:  March 30, 2004             /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.

<PAGE>


Exhibit 31.1

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

                              Certifications - 10-K
                              ---------------------

I, Beaufort J.B. Clarke, certify that:

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

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

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

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

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

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

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

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

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

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls over financial  reporting any corrective  actions with regard
          to significant deficiencies and material weaknesses.

Dated:  March 30, 2004

/s/ Beaufort J.B. Clarke
-----------------------------
Beaufort J. B. Clarke
Chairman and Chief Executive Officer
ICON Capital Corp.
sole General Partner of ICON Cash Flow Partners L.P. Series E
<PAGE>

Exhibit 31.2

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

                              Certifications - 10-K
                              ---------------------

I, Thomas W. Martin, certify that:

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

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

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

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

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

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

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

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

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

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls over financial  reporting any corrective  actions with regard
          to significant deficiencies and material weaknesses.

Dated:  March 30, 2004

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

<PAGE>


EXHIBIT 32.1

        Certification of Chief Executive Officer Pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002
                                (18 U.S.C. 1350)



     I,  Beaufort  J.B.  Clarke,  Chairman and Chief  Executive  Officer of ICON
Capital Corp.,  the sole General  Partner of ICON Cash Flow Partners L.P. Series
E, in connection  with the Annual Report of ICON Cash Flow Partners L.P.  Series
E. (the  "Partnership")  on Form 10-K for the year ended  December 31, 2003,  as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Annual Report") certify,  pursuant to Section 906 of the  Sarbanes-Oxley Act of
2002, that to the best of my knowledge and belief:

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

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


Dated:  March 30, 2004



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

<PAGE>


EXHIBIT 32.2


        Certification of Chief Executive Officer Pursuant to Section 906
                        of the Sarbanes-Oxley Act of 2002
                                (18 U.S.C. 1350)


     I, Thomas W. Martin,  Executive  Vice  President  (Principal  Financial and
Accounting Officer) of ICON Capital Corp., the sole General Partner of ICON Cash
Flow Partners L.P.  Series E, in connection  with the Annual Report of ICON Cash
Flow Partners L.P. Series E. (the "Partnership") on Form 10-K for the year ended
December 31, 2003, as filed with the Securities  and Exchange  Commission on the
date  hereof  (the  "Annual  Report")  certify,  pursuant  to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

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

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



Dated:  March 30, 2004




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