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, 2005
                                       or

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


Commission File Number                               000-27912
                       ---------------------------------------------------------


                     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, 4th 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 is a well-known  seasoned  issuer,
as defined in Rule 405 of the Security Act. [ ] Yes [x] No

Indicate by check mark  whether the  registrant  is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [x] No

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] Yes [ ] No

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer.  See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the  Exchange  Act.  Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [x]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ] 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 the limited partnership units
of the registrant.

Number of outstanding  limited  partnership units of the registrant on March 15,
2006 is 607,856.

                       Documents Incorporated by Reference

None.

<PAGE>

                                Table of Contents

                                     PART I


<TABLE>
<CAPTION>

                                                                                                Page
<S>                                                                                              <C>
Item 1.    Business                                                                               1

Item 1A.   Risk Factors                                                                           3

Item 1B.   Unresolved Staff Comments                                                              3

Item 2.    Properties                                                                             3

Item 3.    Legal Proceedings                                                                      3

Item 4.    Submission of Matters to a Vote of Security Holders                                    3

                                     PART II

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

Item 6.    Selected Consolidated Financial Data                                                   5

Item 7.    General Partner's Discussion and Analysis of Financial Condition and Results of
           Operations                                                                             5

Item 7A.   Qualitative and Quantitative Disclosures About Market Risk                            11

Item 8.    Consolidated Financial Statements                                                     12

Item 9.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure                                                              29

Item 9A.   Controls and Procedures                                                               29

Item 9B.   Other Information                                                                     29

                                    PART III

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

Item 11.   Executive Compensation                                                                31

Item 12.   Security Ownership of Certain Beneficial Owners and General Partner
           and Related Security Holder Matters                                                   31

Item 13.   Certain Relationships and Related Transactions                                        31

Item 14.   Principal Accountant Fees and Services                                                31

                                     PART IV

Item 15.   Exhibits and Financial Statement Schedules                                            32

SIGNATURES                                                                                       33

</TABLE>


<PAGE>

                                     PART I

Forward-Looking Statements

     Certain  statements  within this Annual Report on Form 10-K may  constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act of 1995  ("PLSRA").  These  statements  are  being  made
pursuant to the PSLRA, with the intention of obtaining the benefits of the "safe
harbor"  provisions of the PLSRA,  and, other than as required by law, we assume
no  obligation  to  update  or  supplement  such   statements.   Forward-looking
statements are those that do not relate solely to historical fact. They include,
but are not limited to, any statement  that may predict,  forecast,  indicate or
imply future  results,  performance,  achievements  or events.  You can identify
these   statements  by  the  use  of  words  such  as  "may,"  "will,"  "could,"
"anticipate," "believe," "estimate," "expects," "intend," "predict" or "project"
and variations of these words or comparable words or phrases of similar meaning.
These  forward-looking  statements  reflect our current beliefs and expectations
with respect to future  events and are based on  assumptions  and are subject to
risks and  uncertainties  and other  factors  outside our control that may cause
actual results to differ materially from those projected.

Item 1. Business

     Our History

     ICON Cash Flow Partners,  L.P., Series E (the  "Partnership") was formed in
November 1991 as a Delaware limited  partnership.  The Partnership will continue
until December 31, 2010, unless terminated sooner. When used in this report, the
terms "we," "us" and "our" refers to the Partnership.

     Our General  Partner is ICON  Capital  Corp.  (our  "General  Partner"),  a
Connecticut  corporation.  Our General Partner manages and controls the business
affairs,  including,  but not limited  to, our  equipment  leases and  financing
transactions under the terms of our management agreement.

     Our maximum offering was $80,000,000 and we commenced  business  operations
on our initial  closing date, July 6, 1992, with the admission of 13,574 limited
partnership units representing $1,357,417 of capital contributions. Between July
7, 1992 and July 31, 1993,  the date of our final  closing,  596,837  additional
limited  partnership  units were sold  bringing  the total  admission to 610,411
limited partnership units representing $61,041,151 of capital contributions.  In
the period from July 31, 1993  through  December  31,  2005,  we redeemed  2,555
limited  partnership  units.  At  December  31,  2005  we  had  607,856  limited
partnership units outstanding.

     Our Business

     We are an equipment leasing fund. Our principal investment objective was to
obtain the maximum  economic  return from our investments for the benefit of our
partners.  To achieve this objective we: (i) acquired a diversified portfolio of
leases and financing  transactions;  (ii) made monthly cash distributions to our
partners commencing with each partner's admission to the Partnership, continuing
through the reinvestment period, which ended on July 31, 1998, (iii) re-invested
substantially  all  undistributed  cash from  operations  and cash from sales of
equipment and financing  transactions  during the reinvestment  period; and (iv)
disposed of our  investments  and are  distributing  the cash from sales of such
investments to our partners during our disposition  period which began in August
1998. We anticipate completing our disposition period during the spring of 2006.

1
<PAGE>

     With the  proceeds  from  the sale of our  limited  partnership  units,  we
primarily  engaged in the business of acquiring  equipment subject to lease and,
to a lesser degree,  acquiring  ownership rights to items of leased equipment at
lease  expiration.  Some of our  equipment  leases  were  acquired  for cash and
provided current cash flow,  which we refer to as "income" leases.  The majority
of the  purchase  price of our other  equipment  leases was  financed,  so these
leases generated little or no current cash flow because substantially the entire
rental payments received from a lessee was paid to a lender.  For these "growth"
leases,  we anticipated that the future value of the leased  equipment  exceeded
the cash portion of the purchase price paid for the equipment.

     We  invested  most of the net  proceeds  from  our  offering  in  items  of
equipment  that were subject to a lease.  After the net offering  proceeds  were
invested,  additional  investments  were made with the cash  generated  from our
initial  investments  to the  extent  that  cash was not  needed  for  expenses,
reserves and distributions to partners.  The investment in additional  equipment
in this manner is called  "reinvestment."  We purchased  equipment  from time to
time until five years from the date we completed our  offering.  This time frame
is called the "reinvestment period," which ended on November 10, 2000. After the
reinvestment  period,  we began  selling  our assets in the  ordinary  course of
business during a time frame called the "disposition period."

     Partners'   capital  accounts  are  increased  for  their  initial  capital
contribution plus their  proportionate  share of earnings and decreased by their
proportionate  share  of  losses  and  distributions.   Profits,   losses,  cash
distributions and disposition proceeds are allocated 99% to our limited partners
and 1% to our General  Partner  until each  limited  partner has  received  cash
distributions  and  disposition  proceeds  sufficient  to reduce their  adjusted
capital  contribution  account  to  zero  and  received,   in  addition,   other
distributions  and  allocations  which would provide an 8% per annum  cumulative
return on their outstanding  adjusted capital contribution  account.  After such
time, the distributions will be allocated 90% to our limited partners and 10% to
our General Partner.

     At  December  31,  2005 and 2004,  we had  total  assets  of  $470,923  and
$11,762,907,  respectively.  For the year ended  December 31, 2005,  our revenue
from rental  income and finance  income was  $397,986  which  included one lease
which accounted for  approximately  92% of our rental income and finance income.
We incurred a net loss for the year ended December 31, 2005 of $722,271. For the
year ended  December 31, 2004, our revenue from rental income and finance income
was $987,059,  which included one lease which accounted for approximately 95% of
our rental income and finance income.  We incurred a net loss for the year ended
December 31, 2004 of  $1,539,695.  For the year ended  December  31,  2003,  our
revenue from rental income and finance income was $1,551,556, which included two
leases which  accounted for  approximately  85% of our rental income and finance
income.  We  incurred  net  income  for the  year  ended  December  31,  2003 of
$2,892,420.

     At December 31, 2005 we have no remaining  leases and are in the process of
winding up our operations which we expect to complete during the spring of 2006.

     Segment Information

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

     Competition

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

     Employees

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

2
<PAGE>

     Available Information

     Our Annual  Report on Form 10-K and our most  recent  Quarterly  Reports on
Form 10-Q and  amendments to those reports,  if any, and our Current  Reports on
Form 8-K and any  amendments to those  reports,  are available free of charge on
our  internet  website  at  http://www.iconcapital.com  as  soon  as  reasonably
practicable after such reports are electronically filed with or furnished to the
Securities and Exchange  Commission.  This  information is also available on the
Securities and Exchange Commission's website, at http://www.sec.gov.

Item 1A. Risk Factors

     We  are  in  our  disposition  period  and  we  anticipate  completing  our
disposition  during the spring of 2006.  You should  carefully read and consider
these risks,  together with all other  information in this Annual Report on Form
10-K. If any of the following  risks  actually  occur,  our business,  operating
results and financial condition could be adversely affected.

     Uncertainties associated with the equipment leasing business may affect our
business, operating results and financial condition.

     We are subject to a number of  uncertainties  associated with the equipment
leasing business which may affect our business,  operating results and financial
condition. These include:

o        the technological and economic obsolescence of equipment;
o        management and other fees paid by us; and
o        increases in our expenses (including taxes and insurance expense).

     Our General  Partner's  decisions are subject to conflicts of interest with
us.

     Our General  Partner  could be confronted  with  decisions in which it will
have an economic  incentive  to place its  interests  above our  interests.  Our
General Partner  sponsors and currently  manages seven other  equipment  leasing
businesses. See "Item 13. Certain Relationships and Related Transactions."

Item 1B. Unresolved Staff Comments

         None.

Item 2. Properties

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

Item 3. Legal Proceedings

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

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

     No matters  were  submitted  to a vote of  security  holders for the fourth
quarter 2005.

3
<PAGE>

                                     PART II

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

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

                                                    Number of Partners
               Title of Class                      as of March 15, 2006
         ---------------------------         -------------------------------
               General Partner                               1
              Limited Partners                             3,703

     We pay monthly distributions to our partners beginning with the first month
after admission to the Partnership  through the termination of the  reinvestment
period,  which was July 31,  1998.  Since the  termination  of the  reinvestment
period we have paid distributions to our partners as our cash flow permits.  For
the three years ended December 31, 2005  distributions  to our limited  partners
totaled  $749,414,  $299,372 and $1,621,978,  respectively.  For the three years
ended December 31, 2005,  distributions  to our General  Partner totaled $7,573,
$3,024 and $16,383, respectively.

     Our reinvestment period ended July 31, 1998. During the disposition period,
we have and will continue to distribute  substantially  all  distributable  cash
from  operations  and  equipment  sales to the  partners  and begin the  orderly
termination of our  operations  and affairs.  We have not and will not invest in
any additional new finance or lease transactions  during the disposition period.
We anticipate completing our disposition period during the spring of 2006.

     In order for National  Association of Securities  Dealers  ("NASD") members
and their  associated  persons to have  participated in the offering and sale of
interests in limited partnership units (the "Units") pursuant to the offering or
to participate in any future offering of our Units, we are required, pursuant to
NASD Rule  2710(c)(6)  to  disclose  in each annual  report  distributed  to our
limited partners a per unit estimated value of our Units, the method by which we
developed the estimated value and the date used to develop the estimated  value.
In addition, our General Partner must prepare annual statements of our estimated
Unit values to assist  fiduciaries  of  retirement  plans  subject to the annual
reporting  requirements of the Employee Retirement Income Security Act ("ERISA")
in the preparation of their reports  relating to an investment in our Units. For
these  purposes,  we estimated that the value per unit is $0.82 at September 30,
2005.

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

4
<PAGE>
Item 6. Selected Consolidated Financial Data

     The selected  consolidated  financial data should be read together with the
consolidated  financial  statements  and  related  notes  included  in  Item  8.
Consolidated  Financial  Statements  contained elsewhere in our Annual Report on
Form 10-K.
<TABLE>
<CAPTION>
                                                                         Year Ended December 31,
                                                                         ----------------------
                                                       2005            2004           2003             2002            2001
                                                       ----            -----          ----             ----            ----
<S>                                                   <C>           <C>            <C>               <C>            <C>
 Total revenue                                        $  587,096    $  1,148,803   $  2,172,265      $ 5,853,738    $  5,387,932
                                                      ==========    ============   ============      ===========    ============
 Net (loss) income (a)                                $ (722,271)   $ (1,539,695)  $ (2,892,420)     $ 2,301,648    $ (1,395,324)
                                                      ==========    ============   ============      ===========    ============
 Net (loss) income allocable to limited partners (a)  $ (715,048)   $ (1,524,298)  $ (2,863,496)     $ 2,278,632    $(1,381,371)
                                                      ==========    ============   ============      === =======    ============
 Net (loss) income allocable to general partner (a)   $   (7,223)   $    (15,397)  $    (28,924)     $    23,016    $    (13,953)
                                                      ==========    ============   ============      ===========    ============

 Weighted average number of limited
     partnership units outstanding                       607,856         607,856        607,856          607,856         607,856
                                                      ==========    ============   ============      ===========    ============
 Net (loss) income per weighted average
     limited partnership unit(a)                      $    (1.18)   $      (2.51)  $      (4.71)     $      3.75    $      (2.27)
                                                      ==========    ============   ============      ===========    ============

 Distributions to limited partners                    $  749,414    $    299,372   $  1,621,978      $ 2,594,024    $  1,356,383
                                                      ==========    ============   ============      ===========    ===========
 Distributions per weighted average
     limitedpartnerunit                               $     1.23    $       0.49   $       2.67      $      4.27    $       2.23
                                                      ==========    ============   ============      ===========    ============
 Distributions to the general partner                 $    7,573    $      3,024   $     16,383      $    26,202    $     13,564
                                                      ==========    ============   ============      ===========    ============

                                                                                  December 31,
                                                                                  ------------
                                                       2005            2004           2003            2002            2001
                                                       ----            ----           ----            ----            ----
 Total assets                                         $  470,923    $ 11,762,907   $ 15,496,680      $22,507,394    $ 32,783,624
                                                      ==========    ============   ============      ===========    ============
 Notes payable                                        $      -      $  9,674,432   $  9,565,050      $11,352,510    $ 21,862,616
                                                      ==========    ============   ============      ===========    ============
 Partners' equity                                     $  443,576    $  1,922,834   $  3,764,925      $ 8,295,706    $  8,614,284
                                                      ==========    =  =========   ============      ===========    ============

</TABLE>

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


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

     Our General  Partner's  Discussion and Analysis of Financial  Condition and
Results of Operations contains forward-looking statements.  These statements are
based on current  expectations  and  assumptions  that are  subject to risks and
uncertainties.  Actual  results  could  differ  materially  because  of  factors
discussed in "Part I.  Forward-Looking  Statements"  and "Item 1A. Risk Factors"
located elsewhere in this Annual Report on Form 10-K.

5
<PAGE>

     Overview

     We are an  equipment  leasing  fund formed on  November  7, 1991.  We began
active  operations  on July 6, 1992.  We  primarily  engaged in the  business of
acquiring  equipment  subject  to  lease  and,  to a  lesser  degree,  acquiring
ownership rights to items of leased equipment at lease  expiration.  Some of our
equipment leases were acquired for cash and provided current cash flow, which we
refer to as "income"  leases.  The majority of the  purchase  price of our other
equipment  leases was financed,  so these leases  generated little or no current
cash flow because  substantially  all the rental payments received from a lessee
was paid to a lender.  For these "growth" leases, we anticipated that the future
value of the leased  equipment  would  exceed the cash  portion of the  purchase
price  paid for the  equipment.  We are  currently  completing  our  disposition
period,  wherein  we have  sold all of our  assets  and are  seeking  to wind up
operations during the spring of 2006.

     Lease and Other Significant Transactions

     During the year ended December 31, 2005, we engaged in the following  sales
of leased equipment. We did not purchase,  finance or sell any equipment for the
years ended December 31, 2004 and 2003.

     Chemical Industry

     We had a 25% interest in a sodium chlorate  production  facility subject to
lease with EKA  Chemicals,  Inc. We received  rental  payments of $186,250  each
during July and December  2005.  The lease expired with the final rental payment
in December 2005 and the title in the equipment  passed to EKA  Chemicals,  Inc.
for a one dollar buy out.

     Sale of two McDonnell Douglas MD-83 Aircraft

     We, along with ICON Cash Flow Partners L.P. Six ("L.P. Six"), had ownership
interests of 1% and 99%,  respectively,  in ICON Cash Flow  Partners  L.L.C.  II
("LLC  II").  LLC II owned a  McDonnell  Douglas  MD-83  aircraft  on lease with
Aerovias de Mexico,  S.A. de C.V.  ("Aeromexico")  which expired  during January
2005.  Aeromexico  continued to operate the aircraft after the lease  expiration
and was making  monthly  rental  payments  in  accordance  with the terms of the
expired  lease.  On October 21, 2005, LLC II sold the aircraft to FINOVA Capital
Corporation ("FINOVA") in exchange for the outstanding non-recourse debt balance
owed  to  FINOVA  of  approximately  $9,600,000.  The  gain  on  this  sale  was
approximately $637,000 of which our portion is approximately $6,300.

     We  along  with  L.P.  Six,  had   ownership   interests  of  99%  and  1%,
respectively,  in ICON Cash Flow Partners L.L.C.  ("ICON LLC"). ICON LLC owned a
McDonnell  Douglas MD-83 aircraft on lease with  Aermexico  which expired during
January 2005.  Aeromexico  continued to operate the LLC Aircraft after the lease
expiration and was making monthly rental  payments in accordance  with the terms
of the expired lease.  On June 14, 2005, ICON LLC sold the aircraft to FINOVA in
exchange for the outstanding  balance of non-recourse  debt and accrued interest
owed  to  FINOVA  of  approximately  $9,831,000.  The  gain  on  this  sale  was
approximately $180,000, of which our portion is approximately $178,000.

     Aircraft Rotables

On December 28, 2005 we sold our aircraft parts ("rotables") to ICON Income Fund
Eight A L.P., an entity also managed by our General Partner,  for  approximately
$133,000  which was  determined to be the fair value.  Fair value was determined
based  upon the  present  value of recent  sales  offers  from  unrelated  third
parties.

     1976 McDonnell Douglas DC-10-30 Aircraft

     On December  28, 2005 we sold our entire  1.0%  ownership  interest in ICON
Cash Flow Partners  L.L.C.  III to ICON Cash Flow Partners L.P. Seven, an entity
also  managed  by our  General  Partner,  for  approximately  $20,000  which was
determined to be the fair value.  Fair value was determined based upon cash flow
analysis of the remaining rental payments.

6
<PAGE>

     Current Business Environment and Outlook

     The  United  States  economy  appears  to be  recovering,  and the  leasing
industry's outlook for the foreseeable future is encouraging.  The November 2005
Economic Vital Signs Report by the United States Joint Economic Committee stated
that fears stemming from economic impact of natural  disasters appear unfounded,
that gross domestic  product (GDP) increased 3.8% during the third quarter 2005.
As conditions for capital  investment  remain  favorable and indicate  continued
growth,  we anticipate that capital spending by corporations  should continue to
increase in 2006.  Increased  capital  spending  may increase  available  leases
thereby  creating  more  opportunities  in the  leasing  market.  We believe the
leasing industry's outlook for the foreseeable future is encouraging.

     Other  factors  which may  negatively  affect the leasing  industry are the
proposed  legal and  regulatory  changes that may affect tax benefits of leasing
and the  continued  misperception  by potential  lessees,  stemming  from Enron,
WorldCom and others,  that leasing should not play a central role as a financing
alternative. However, as economic growth continues and interest rates inevitably
begin to rise over time, we are optimistic  that more lessees will return to the
marketplace.

     New Accounting Pronouncements

     On June 1, 2005 the Financial  Accounting  Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 154 "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinion No.
20,  "Accounting  Changes"  ("APB  20") and SFAS No.  3,  "Reporting  Accounting
Changes in Interim  Financial  Statements," and changes the requirements for the
accounting  for and  reporting  of a change in  accounting  principle.  SFAS 154
requires  retrospective  application to prior periods' financial statements of a
voluntary change in accounting  principle unless it is impracticable  for fiscal
years  beginning  after December 15, 2005. APB 20 previously  required that most
voluntary  changes in  accounting  principle be  recognized  by including in net
income of the period of the change the cumulative  effect of changing to the new
accounting  principle.  We do not  expect  the  adoption  of SFAS 154 to have an
impact on our financial position or results of operations.

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

     Critical Accounting Policies

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

o        Lease classification and revenue recognition
o        Asset Impairments

7
<PAGE>

     Lease Classification and Revenue Recognition

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

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

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

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

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

     Asset Impairments

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

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

8
<PAGE>

Results of  Operations  for the Years Ended  December 31, 2005 ("2005") and 2004
("2004")

     We sold  our  final  leased  assets  during  December  2005  and we have no
remaining assets other than cash. We anticipate liquidating during the spring of
2006.

     Revenue for 2005 and 2004 are summarized as follows:

<TABLE>
<CAPTION>


                                                                   Years Ended December 31,
                                                                   ------------------------
                                                             2005            2004         Change
                                                             ----            ----         ------
<S>                                                       <C>           <C>            <C>
 Total revenue                                            $  587,096    $  1,148,803   $   (561,707)
                                                          ==========    ============   ============

 Rental income                                            $  388,595    $    948,108   $   (559,513)
 Finance income                                           $    9,391    $      38,951  $    (29,560)
 Net gain (loss) on sales of equipment                    $  192,058    $   (939,642)  $  1,131,700
 Loss from investments in joint ventures                  $  (13,082)   $    (65,373)  $      52,291
 Interest and other income                                $   10,134    $  1,166,759   $ (1,156,625)

</TABLE>

     Total  revenue for 2005  decreased  $561,707,  or 48.9% as compared to 2004
which was consistent with our winding up of operations during 2005. The decrease
in rental  income was  primarily  due to the sale of our interest in a McDonnell
Douglas MD-83  aircraft,  in June 2005,  which was on lease to  Aeromexico.  The
increase  in net  gain  (loss)  on  sales  of  equipment  was due to more  gains
recognized  on  sales  of  equipment  in 2005 as  compared  to 2004 in  which we
incurred  losses on the sales of  equipment.  The decrease in interest and other
income was primarily due to the write-off  recoveries  which were written off to
income in 2004.

         Expenses for 2005 and 2004 are summarized as follows:

<TABLE>
<CAPTION>
                                                                   Years Ended December 31,
                                                                   ------------------------
                                                             2005            2004          Change
                                                             ----            ----          ------

<S>                                                       <C>           <C>            <C>
 Total expenses                                           $1,309,367    $  2,688,498   $ (1,379,131)
                                                          ==========    ============   ============

 Depreciation and amortization                            $       -     $  1,201,433   $ (1,201,433)
 Impairment loss                                          $  634,798    $        -     $    634,798
 Interest                                                 $  522,367    $  1,175,309   $   (652,942)
 General and administrative                               $   99,063    $    218,354   $   (119,291)
 Management fees - General Partner                        $   35,059    $     70,427   $    (35,368)
 Administrative expense reimbursements - General Partner  $   76,932    $     32,923   $     44,009
 Reversal of provision for bad debts                      $  (59,094)   $    (27,928)  $    (31,166)
 Minority interest                                        $      242    $     17,980   $    (17,738)

</TABLE>

     Total expenses for 2005  decreased by  $1,379,131,  or 51.3% as compared to
2004.  The  decrease  is  consistent  with our winding up of  operations  during
2005.During 2005 we sold all of our leased equipment.

     Net Loss

     As a result of the  foregoing  factors,  net loss for 2005 was  $722,271 as
compared to a net loss of $1,539,695 for 2004.The net loss per weighted  average
number of limited  partnership  units outstanding was $1.18 for 2005 as compared
to a  net  loss  per  weighted  average  number  of  limited  partnership  units
outstanding of $2.51 for 2004.

9
<PAGE>

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

     Revenue for 2004 and 2003 are summarized as follows:

<TABLE>
<CAPTION>

                                                                  Years Ended December 31,
                                                                  ------------------------
                                                              2004             2003        Change
                                                              ----             ----        ------
<S>                                                       <C>              <C>         <C>
 Total revenue                                            $1,148,803       $2,172,265  $ (1,023,462)
                                                          ==========       ==========  ============

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

</TABLE>
     Total revenue for 2004  decreased by $1,023,462,  or 47.1%,  as compared to
2003. The decrease in rental income was due primarily to lease  terminations  in
the Summit  portfolio.Finance income decreased due to the continued reduction in
the average size of our finance lease portfolio.We  incurred a net loss on sales
of our equipment due to a larger number of terminations at a loss during 2004 as
compared  to  2003.Approximately  $697,500  of the net loss on  equipment  sales
originated  from our majority  owned  subsidiary,  ICON  Receivables  1997-B LLC
("1997-B"),  which  was  liquidated  in  December  2004,  and was the  result of
approximately  170 small leases that were terminated during 2004.The increase in
interest income and other income related  primarily to revised  estimates,  from
our majority owned subsidiary,  where certain liabilities relating to previously
terminated leases were deemed by us to no longer be valid at December 31, 2004.

         Expenses for 2004 and 2003 are summarized as follows:

<TABLE>
<CAPTION>
                                                                   Years Ended December 31,
                                                                   ------------------------
                                                             2004           2003           Change
                                                             ----           ----           ------
<S>                                                       <C>           <C>            <C>
 Total expenses                                           $2,688,498    $  5,064,685   $(2,376,187)
                                                          ==========    ============   ============

 Depreciation and amortization                            $1,201,433    $  1,611,540   $   (410,107)
 Impairment loss                                          $       -     $  1,500,000   $ (1,500,000)
 Interest                                                 $1,175,309    $  1,160,763   $     14,546
 General and administrative                               $  218,354    $    575,104   $   (356,750)
 Management fees - General Partner                        $   70,427    $    208,593   $   (138,166)
 Administrative expense reimbursements - General Partner  $   32,923    $    128,341   $    (95,418)
 Reversal of provision for bad debts                      $  (27,928)   $         -    $    (27,928)
 Minority interest                                        $   17,980    $   (119,656)  $    137,636

</TABLE>

     Total expenses for 2004 decreased by  $2,376,187,  or 46.9%,  over 2003.The
decrease in expenses was a result of overall reduced fund activity.The  decrease
in  depreciation  was  due to our  General  Partner's  decision  to  discontinue
depreciation  on the Aeromexico  aircraft at October 1, 2004 due to the value of
the  aircraft  approximating  its  fair  value  at  that  time.The  decrease  in
impairment  loss  was due to a  one-time  impairment  charge  on the  Aeromexico
aircraft  in  2003.The  decrease  in general  and  administrative  expenses  was
primarily  a  result  of a  reduction  in  professional  fees  due to the  above
mentioned reduction in fund activity.The  decreases in management fees - General
Partner and  administrative  expense  reimbursements  - General  Partner  were a
result of the reduction in the average size of our lease portfolio.The  increase
in  minority  interest  is a  function  of the  level of  income  or loss in the
consolidated joint ventures, particularly in 1997-B.

     Net Loss

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

10
<PAGE>

     Liquidity and Capital Resources

     Sources and Uses of Cash

     Our  primary  sources  of cash for 2005 and 2004 were from  operations  and
investing  activities.For  the years  ended  December  31,  2005 and 2004 we had
positive  cash flows from  operating  activities of  approximately  $353,000 and
$421,000,  respectively.For  the  years  ended  December  31,  2005  and 2004 we
received  approximately  $254,000  and  $593,000,  respectively,  from  sales of
equipment.

     Our  primary  use of cash for the  years  ended  2005 and  2004  were  cash
distributions   to   partners   of   approximately    $757,000   and   $302,000,
respectively.Additionally,  during  2004  we  repaid  our  non-recourse  debt of
approximately $146,000.

     Financings and Recourse Borrowings

         At December 31, 2005, we are not a party to any non-recourse debt.

     Based upon our current  level of  operations,  we believe  that the cash we
have available will be adequate to meet our  short-term  liquidity  needs and to
complete our disposition period which we anticipate will be during the spring of
2006. Distributions

     We pay monthly distributions to our partners beginning with their admission
to the Partnership through the termination of the reinvestment period, which was
July 31, 1998.For the three years ended December 31, 2005 we paid  distributions
to  our  limited   partners   totaling   $749,414,   $299,372  and   $1,621,978,
respectively.  For the three years ended December 31, 2005 we paid distributions
to our General Partner totaling $7,573, $3,024 and $16,383, respectively.

     Contractual Obligations and Commitments

     At December 31, 2005 we have no contractual obligations and are not a party
to non-recourse or recourse debt.

     Off-Balance Sheet Transactions

          None.

Item 7A. Qualitative and Quantitative Disclosures About Market Risk

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

11
<PAGE>

Item 8.Consolidated Financial Statements

     Index to Financial Statements

     Report of Independent Registered Public Accounting Firm               13

     Consolidated Balance Sheets at December 31, 2005 and 2004             14

     Consolidated Statements of Operations for the Years Ended
       December 31, 2005, 2004 and 2003                                    15

     Consolidated Statement of Changes in Partners' Equity for the
       Years Ended December 31, 2003, 2004 and 2005                        16

     Consolidated Statements of Cash Flows for the Years Ended
       December 31, 2005, 2004 and 2003                                    17

     Notes to Consolidated Financial Statements                            19

12
<PAGE>

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


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We have audited the accompanying  consolidated  balance sheets of ICON Cash
Flow Partners,  L.P., Series E (a Delaware limited partnership) and subsidiaries
as of  December  31, 2005 and 2004 and the related  consolidated  statements  of
operations,  changes in partners'  equity,  and cash flows for each of the three
years in the period  ended  December  31,  2005.  These  consolidated  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.


     We  conducted  our audits in  accordance  with the  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial statements are free of material  misstatement.  The Partnership is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion  on  the  effectiveness  of  the  Partnership's  internal  control  over
financial reporting.  Accordingly, we express no such opinion. 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, 2005 and 2004,
and the results of their  operations  and their cash flows for each of the three
years in the period ended  December  31, 2005,  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.  As of  December  31, 2005 the
Partnership  has disposed of its entire  equipment  portfolio and related assets
and anticipates winding up operations during 2006.

/s/ Hays & Company LLP

March 7, 2006
New York, New York


13
<PAGE>

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

                                     ASSETS

<TABLE>
<CAPTION>

                                                           2005               2004
                                                           -----             ----
<S>                                                       <C>           <C>
 Cash and cash equivalents                                $  470,923    $    598,455
                                                          ----------    ------------

 Investments in finance leases:
      Minimum rents receivable                                     -         617,849
      Estimated unguaranteed residual values                       -          55,813
      Unearned income                                              -         (10,437)
      Allowance for doubtful accounts                              -         (59,094)
                                                          ----------    ------------

         Net investments in finance leases                         -         604,131
                                                          ----------    ------------

 Investment in operating lease:
      Equipment, at cost                                           -      19,207,984
      Accumulated depreciation                                     -      (9,557,751)
                                                          ----------    ------------

         Net investment in operating lease                         -       9,650,233
                                                          ----------    ------------

 Equipment held for sale, net                                      -         852,283
 Investments in joint ventures                                     -          57,805
                                                          ----------    ------------

         Total assets                                     $  470,923    $ 11,762,907
                                                          ==========    ============


                        LIABILITIES AND PARTNERS' EQUITY

 Notes and accrued interest payable - non-recourse        $        -    $  9,674,432
 Security deposits, deferred credits and other payables        1,613         135,917
 Due to General Partner and affiliates                        25,734           4,715
 Minority interest                                                 -          25,009
                                                          ----------    ------------

      Total liabilities                                       27,347       9,840,073
                                                          ----------    ------------

 Commitments and Contingencies

 Partners' equity:
      General Partner                                       (515,292)       (500,496)
      Limited Partners (607,856 units outstanding,
         $100 per unit original issue price)                 958,868       2,423,330
                                                          ----------    ------------

      Total partners' equity                                 443,576       1,922,834
                                                          ----------    ------------

      Total liabilities and partners' equity              $  470,923    $ 11,762,907
                                                          ==========    ===========
</TABLE>

See accompanying notes to consolidated financial statements.

14
<PAGE>

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

<TABLE>
<CAPTION>


                                                           2005            2004            2003
                                                           -----           ----           ----
 Revenue:
<S>                                                       <C>               <C>        <C>
      Rental income                                       $  388,595        $948,108   $  1,085,543
      Finance income                                           9,391          38,951        466,013
      Net gain (loss) on sales of equipment                  192,058       (939,642)        309,286
      Loss from investments in joint ventures               (13,082)        (65,373)        (86,852)
      Interest and other income                               10,134       1,166,759        398,275
                                                          ----------    ------------   ------------

         Total revenue                                       587,096       1,148,803      2,172,265
                                                          ----------    ------------   ------------

 Expenses:
      Depreciation and amortization                                -       1,201,433      1,611,540
      Impairment loss                                        634,798               -      1,500,000
      Interest                                               522,367       1,175,309      1,160,763
      General and administrative                              99,063         218,354        575,104
      Management fees - General Partner                       35,059          70,427        208,593
      Administrative expense reimbursements
        - General Partner                                     76,932          32,923        128,341
      Reversal of provision for bad debts                    (59,094)        (27,928)            -
      Minority interest                                          242          17,980       (119,656)
                                                          ----------    ------------   ------------

         Total expenses                                    1,309,367       2,688,498      5,064,685
                                                          ----------    ------------   ------------

 Net loss                                                 $ (722,271)   $ (1,539,695)  $ (2,892,420)
                                                          ==========    ============   ============

 Net loss allocable to:
      Limited Partners                                    $ (715,048)   $ (1,524,298)  $ (2,863,496)
      General Partner                                         (7,223)        (15,397)       (28,924)
                                                          ----------    ------------   ------------

                                                          $ (722,271)   $ (1,539,695)  $ (2,892,420)
                                                          ==========    ============   ============

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

 Net loss per weighted average
      limited partnership unit                            $    (1.18)   $      (2.51)  $      (4.71)
                                                          ==========    ============   ============

</TABLE>
See accompanying notes to consolidated financial statements.

15
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
              Consolidated Statement of Changes in Partners' Equity
                  Years Ended December 31, 2003, 2004 and 2005


<TABLE>
<CAPTION>

                               Limited Partner                                      Total
                                     Units         Limited         General         Partners'
                                  Outstanding      Partners        Partner          Equity
                                  -----------      --------        -------          ------

<S>                               <C>              <C>             <C>             <C>
 Balance, January 1, 2003          607,856          8,732,474       (436,768)       8,295,706

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

 Balance, December 31, 2003        607,856          4,247,000       (482,075)       3,764,925
 Cash distributions to partners                     (299,372)         (3,024)        (302,396)
 Net loss                                -         (1,524,298)       (15,397)      (1,539,695)
                                   -------         ----------      ---------      -----------

 Balance, December 31, 2004        607,856          2,423,330       (500,496)       1,922,834
 Cash distributions to partners                      (749,414)        (7,573)       (756,987)
 Net loss                                -           (715,048)        (7,223)       (722,271)
                                   -------         ----------      ---------       ---------

 Balance, December 31, 2005        607,856         $  958,868      $(515,292)     $   443,576
                                   =======         ==========      =========      ===========

</TABLE>
See accompanying notes to consolidated financial statements.

16
<PAGE>

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


<TABLE>
<CAPTION>

                                                                          2005               2004             2003
                                                                          ----               ----             ----
 Cash flows from operating activities:
<S>                                                                     <C>             <C>                <C>
      Net loss                                                          $  (722,271)    $ (1,539,695)    $ (2,892,420)
      Adjustments to reconcile net loss to net cash
         provided by operating activities:
            Rental income paid directly to lenders by lessees              (365,000)        (900,000)        (900,000)
            Finance income portion of receivables
               paid directly to lenders by lessees                                -                -          (41,561)
            Interest expense on non-recourse financing
               paid directly to lenders by lessees                          365,000          900,000        1,129,191
            Depreciation and amortization                                         -        1,201,433        1,611,540
            Impairment loss                                                 634,798                -        1,500,000
            Reversal of provision for bad debts                                   -          (27,928)                -
            Net (gain) loss on sales of equipment                          (251,152)         939,642         (309,286)
            Loss from investments in joint ventures                          13,082           65,373           86,852
            Non-cash portion of interest income and other                   (10,695)      (1,039,562)                -
            Minority interest                                                   242           17,980         (119,656)
      Changes in operating assets and liabilities:
            Collection of principal - non-financed receivables              549,363          372,500        1,371,885
            Other assets, net                                                     -                -          462,791
            Accrued interest payable                                        157,367          275,309                -
            Security deposits, deferred credits and other payables          (38,647)          92,743         (983,321)
            Deferred rental income                                                -          111,784          635,154
            Due to General Partner and affiliates, net                       21,019          (48,080)          65,410
                                                                        -----------     ------------     ------------

 Net cash provided by operating activities                                  353,106          421,499        1,616,579
                                                                        -----------     ------------     ------------

 Cash flows from investing activities:
      Proceeds from sales of equipment                                      253,833          592,744          484,966
      Proceeds from sales of investments in joint ventures                   19,541                -                -
      Distributions received from joint ventures                              3,000            3,416             3,043
      Distributions to minority interest holders                                  -          (51,532)               -
                                                                        -----------     ------------     -------------


 Net cash provided by investing activities                                  276,374          544,628          488,009
                                                                        -----------     ------------     ------------

 Cash flows from financing activities:
      Principal payments on non-recourse debt                                   (25)        (145,594)      (1,132,717)
      Cash distributions to partners                                       (756,987)        (302,396)      (1,638,361)
                                                                        -----------     ------------     ------------

 Net cash used in financing activities                                     (757,012)        (447,990)      (2,771,078)
                                                                        -----------     ------------     ------------

 Net (decrease) increase in cash and cash equivalents                       (127,532)        518,137        (666,490)
 Cash and cash equivalents, beginning of the year                            598,455          80,318          746,808
                                                                        ------------    ------------     ------------

 Cash and cash equivalents, end of the year                             $    470,923    $    598,455     $     80,318
                                                                        ============    ============     ============
</TABLE>

See accompanying notes to consolidated financial statements.

17
<PAGE>

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


<TABLE>
<CAPTION>


                                                                                2005        2004        2003
                                                                                ----        ----        ----
 Supplemental disclosure of cash flow information:
<S>                                                                           <C>         <C>         <C>
      Cash paid during the period for interest                                $      -    $      -    $      -
                                                                              ========    ========    ========

 Supplemental disclosure of non-cash investing and financing activities:
      Rental income from operating lease paid directly to lender by lessee    $365,000    $900,000    $900,000
                                                                              ========    ========    ========
      Principal and interest on non-recourse financing paid directly
         to lender by lessee                                                  $365,000    $900,000    $900,000
                                                                              ========    ========    ========
</TABLE>

See accompanying notes to consolidated financial statements.

18
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004


(1)    Organization

     ICON Cash Flow Partners,  L.P., Series E (the  "Partnership") was formed in
November 1991 as a Delaware  limited  partnership.The  Partnership will continue
until December 31, 2010, unless terminated sooner.The  Partnership is engaged in
one business segment, the business of acquiring equipment subject to leases.

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

     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,  including but not limited to, the Partnership's equipment
leases and financing transactions under the terms of a management agreement with
the Partnership.Additionally, the General Partner has a 1% ownership interest in
the Partnership.

     The  Partnership's   reinvestment  period  ended  July  31,  1998  and  the
Partnership  commenced its disposition period. During the disposition period the
Partnership is distributing substantially all distributable cash from operations
and equipment sales to the partners and will continue the orderly termination of
its operations  and  affairs.The  Partnership  will not invest in any additional
finance or lease transactions during the disposition  period.The Partnership has
disposed of its entire  portfolio and related assets and anticipates  winding up
its operations during the spring of 2006.

     The  Partnership's   maximum  offering  was   $80,000,000.The   Partnership
commenced  business  operations on its initial  closing date, July 6, 1992, with
the admission of 13,574 limited partnership  units.Between July 7, 1992 and July
31, 1993 the  Partnership's  final  closing  date,  596,837  additional  limited
partnership  units were sold bringing the total  admissions  to 610,411  limited
partnership units representing $61,041,151 of capital contributions.Between 1994
and 2005, the Partnership  redeemed 2,555 limited partnership units resulting in
607,856 limited partnership units outstanding at December 31, 2005.

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

     Consolidation and Minority Interest

     The  consolidated   financial   statements  include  the  accounts  of  the
Partnership and its majority owned subsidiaries.  All intercompany  accounts and
transactions have been eliminated in consolidation.

19
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(2)    Summary of Significant Accounting Policies

     The Partnership accounts for its interests in minority owned joint ventures
where the  Partnership's  ownership  percentage  is 5% to 50%,  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.

      Cash and Cash Equivalents

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

     Concentration of Credit Risk

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

     Allowance for Doubtful Accounts

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

      Investment in Operating Leases

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

     Asset Impairments

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

20
<PAGE>

                    ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(2)    Summary of Significant Accounting Policies - continued

     The events or changes in  circumstances  which  generally  indicate that an
asset  may be  impaired  are (i) the  estimated  fair  value  of the  underlying
equipment  is less than its  carrying  value or (ii) the lessee is  experiencing
financial difficulties and it does not appear likely that the estimated proceeds
from the  disposition  of the asset will be  sufficient to satisfy the remaining
obligation  to  the  non-recourse  lender  and  our  residual  position  in  the
asset.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  position until the non-recourse  note payable is repaid in
full.

     Equipment Held for Sale

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

     Redemption of Limited Partnership Units

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

     Per Unit Data

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

     Revenue Recognition

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

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

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

21
<PAGE>

                    ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(2)    Summary of Significant Accounting Policies - continued

     Income Taxes

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

     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.Separate  disclosure of fair value information at
December  31,  2005  and 2004  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 notes payable approximates market value.

     Use of Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally  accepted  in the United  States of America  requires  the
General  Partner to make  estimates  and  assumptions  that affect the  reported
amounts of assets and  liabilities  and the disclosure of contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses  during the reporting  period.Actual  results could differ
from those estimates.

     Recent Accounting Pronouncements

     On June 1, 2005 the Financial  Accounting  Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 154 "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinion No.
20,  "Accounting  Changes"  ("APB  20") and SFAS No.  3,  "Reporting  Accounting
Changes in Interim  Financial  Statements," and changes the requirements for the
accounting  for and  reporting  of a change  in  accounting  principle.SFAS  154
requires  retrospective  application to prior periods' financial statements of a
voluntary change in accounting  principle unless it is impracticable  for fiscal
years  beginning  after December 15,  2005.APB 20 previously  required that most
voluntary  changes in  accounting  principle be  recognized  by including in net
income of the period of the change the cumulative  effect of changing to the new
accounting principle.The Partnership does not expect the adoption of SFAS 154 to
have an impact on its financial position or results of operations.

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

22
<PAGE>

                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(3)    Joint Ventures

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

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

     ICON Cash Flow Partners L.L.C.

     The Partnership  and an affiliate,  ICON Cash Flow Partners L.P. Six ("L.P.
Six"), had ownership  interests of 99% and 1%,  respectively,  in ICON Cash Flow
Partners L.L.C.  ("ICON  LLC").ICON LLC owned a McDonnell Douglas MD-83 aircraft
(the  "LLC   Aircraft")  on  lease  with  Aerovias  de  Mexico,   S.A.  de  C.V.
("Aeromexico")  for $75,000 per month.  This lease expired  during January 2005.
Aeromexico  continued to operate the LLC Aircraft after the lease expiration and
was making monthly rental  payments in accordance  with the terms of the expired
lease.

     On June  14,  2005,  ICON  LLC  sold the LLC  Aircraft  to  FINOVA  Capital
Corporation  ("FINOVA")  in  exchange  for the then  outstanding  balance of the
non-recourse   debt  and  accrued  interest  owed  to  FINOVA  of  approximately
$9,831,000.Given  the  depressed  market for aircraft of this type,  the General
Partner  determined  that any  remarketing  opportunity  would not  benefit  the
Partnership  given  the  amount  of the  outstanding  debt  and the  maintenance
upgrades  that may have been  required  to the LLC  Aircraft.  Accordingly,  the
General  Partner  decided it was in the best interest of the Partnership to sell
the LLC Aircraft to FINOVA in full  satisfaction of the  outstanding  balance of
the  debt.The  gain on this  sale  was  approximately  $180,000,  of  which  the
Partnership's portion is approximately $178,000.

     ICON Receivables 1997-B L.L.C.

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

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

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

23
<PAGE>

                    ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004


(3)    Joint Ventures - continued

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

     ICON Cash Flow Partners L.L.C. II

     The Partnership and an affiliate,  L.P. Six, had ownership  interests of 1%
and 99%,  respectively,  in ICON Cash Flow Partners L.L.C. II ("LLC II"). LLC II
owned a McDonnell  Douglas  MD-83  aircraft (the "LLC II  Aircraft").The  LLC II
Aircraft  was leased to  Aeromexico  for $75,000 per  month.This  lease  expired
during January 2005.  Aeromexico  continued to operate the LLC II Aircraft after
the lease  expiration  and was making monthly  rental  payments  directly to the
non-recourse lender in accordance with the terms of the expired lease.

     On October  21,  2005,  LLC II sold its  interest in the LLC II Aircraft to
FINOVA in exchange for the then  outstanding  non-recourse  debt balance owed to
FINOVA of  approximately  $9,600,000.Given  the depressed market for aircraft of
this type, the General Partner determined that any remarketing opportunity would
not benefit the  Partnership  given the amount of the  outstanding  debt and the
maintenance  upgrades  that  may  have  been  required  to the LLC II  Aircraft.
Accordingly,  the  General  Partner  decided it was in the best  interest of the
Partnership  to sell the LLC II Aircraft to FINOVA in full  satisfaction  of the
outstanding  balance  of the  debt.The  gain  on  this  sale  was  approximately
$637,000, of which the Partnership's portion is approximately $6,300.

     ICON Cash Flow L.L.C. III

     The  Partnership  and an affiliate,  ICON Cash Flow  Partner's  L.P.  Seven
("L.P.  Seven"),  formed ICON Cash Flow Partners L.L.C. III, ("LLC III") for the
purpose  of  acquiring  and  managing a 1976  McDonnell  Douglas  DC-10-30  (the
"Aircraft").The  original lease expired on April 30, 2003.Effective May 1, 2003,
the Aircraft was leased to World Airways,  Inc. on a  "power-by-the-hour"  basis
until December 31, 2004.Effective September 1, 2004, the lease was modified to a
fixed rental of $50,000 per month, plus maintenance reserves, and the lease term
was extended  through  September  2006.LLC III acquired the  Aircraft,  assuming
non-recourse debt and utilizing  contributions received from the Partnership and
L.P. Seven.  The  Partnership and L.P. Seven  contributed 1% and 99% of the cash
required for such acquisition,  respectively.LLC  III has since fully repaid the
non-recourse debt secured by the Aircraft.During  2005, in the course of winding
up its operations,  the  Partnership  sold its interest in LLC III to L.P. Seven
for the amount of  approximately  $20,000  which was  determined  to be the fair
value of the  Aircraft on December  28,  2005.Fair  value was  determined  using
discounted cash flows for the remaining rental payments.The Partnership recorded
a gain on this transfer of approximately $8,000.

     ICON Receivables 1997-A LLC

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

24
<PAGE>

                    ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(3)    Joint Ventures - continued

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

(4)    Investments in Finance Leases

The  Partnership  had a 25% interest in a sodium  chlorate  production  facility
subject  to lease  with  EKA  Chemicals,  Inc.The  Partnership  received  rental
payments of $186,250 each during July and December  2005.The  lease expired with
the final rental payment in December 2005 and the title in the equipment  passed
to EKA Chemicals, Inc. for a one dollar buy out.

(5)    Investments in Operating Leases

     Investments in operating leases are summarized as follows at December 31:


                                       2005              2004
                                       ----              ----

Aircraft                           $          -     $  19,207,984

Less: accumulated depreciation     $          -     $  (9,557,751)
                                   ------------     -------------

                                   $          -     $   9,650,233
                                   ============     =============

     On June 14, 2005,  ICON LLC sold the LLC Aircraft to FINOVA in exchange for
the  outstanding  balance of  non-recourse  debt and  accrued  interest  owed to
FINOVA.The  gain  on  this  sale  was  approximately   $180,000,  of  which  the
Partnership's portion is approximately $178,000.

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

(6)    Equipment Held for Sale

     The  Partnership  owned rotables for an Airbus A310 aircraft which were off
lease and in the process of being remarketed.The  Partnership's  General Partner
estimated  that the fair market value of the  rotables was less than  originally
estimated and the  Partnership  recognized an impairment  loss of  approximately
$635,000 during the year ended December 31, 2005. This  determination  was based
upon recent market data from sales of similar assets to unrelated third parties.

     On December 28, 2005, the  Partnership  sold its aircraft  rotables to ICON
Income Fund Eight A L.P.,  an entity also  managed by the General  Partner,  for
approximately  $133,000 which was determined to be the fair value.Fair value was
determined  based upon the present  value of recent sales offers from  unrelated
third  parties.The  Partnership  recorded  a loss on the  sale  of the  aircraft
rotables of approximately $8,000.

25
<PAGE>
                     ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(7)    Allowance for Doubtful Accounts

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


<TABLE>
<CAPTION>

                                                          2005             2004              2003
                                                     -------------     -------------    -------------
<S>                                                  <C>               <C>              <C>
Balance, beginning of year                           $     (59,094)    $   (578,391)    $   (566,551)

Reversal of allowance for doubtful accounts                 59,094            27,928            2,577
Write offs (recoveries)                                          -           491,369         (14,417)
                                                     -------------     -------------    ------------

Balance, end of year                                 $           -     $    (59,094)    $   (578,391)
                                                     =============     ============     ============

</TABLE>


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


<TABLE>
<CAPTION>

                                                          2005             2004              2003
                                                     -------------     -------------    -------------
<S>                                                  <C>               <C>              <C>
Balance, beginning of year                           $           -     $ (1,405,763)    $ (1,403,186)

Allowance for doubtful accounts                                  -                 -    (2,577)
Write offs                                                       -         1,405,763                -
                                                     -------------     -------------    -------------

Balance, end of year                                 $           -     $           -    $ (1,405,763)
                                                     =============     =============    ============

</TABLE>

(8)    Note Payable - Non-recourse

     As discussed in Note 3, on June 14, 2005, ICON LLC sold the LLC Aircraft to
FINOVA,  the secured  lender,  in exchange  for the  outstanding  balance of the
non-recourse  debt and accrued  interest  owed to  FINOVA.The  note  payable was
secured by the LLC Aircraft on lease with Aeromexico, accrues interest at 11.83%
per  annum  and  was  due  during  January   2005.The  gain  on  this  sale  was
approximately  $180,000,  of which the  Partnership's  portion is  approximately
$178,000.

(9) Income Taxes (Unaudited)

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

     At December 31, 2005 and 2004, the partners'  equity  accounts  included in
the  consolidated   financial   statements   totaled  $443,576  and  $1,922,834,
respectively.The  partners'  equity for Federal  income tax purposes at December
31, 2005 and 2004 totaled $8,685,744 and $1,307,793, respectively.The difference
arises  primarily from sales  expenses  reported as a reduction in the partners'
capital accounts for financial reporting purposes but not for Federal income tax
reporting purposes,  and differences in direct finance leases,  depreciation and
amortization,  recovery  for  losses  and  gain on sales  of  equipment  between
financial reporting purposes and Federal income tax purposes.

26
<PAGE>

                    ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(9)    Income Taxes (Unaudited) - continued

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

                                              Years Ended December 31,
                                              ------------------------
                                        2005           2004            2003
                                        ----           ----            ----
 Net loss per consolidated
  financial statements               $ (722,271)  $ (1,539,695)  $  (2,892,420)
      Depreciation expense              634,797        (18,484)      2,608,644
      Direct Finance Leases              (1,198)      (632,568)        492,161
      Recovery for losses                     -              -      (1,814,907)
      Tax gain on sale of equipment   8,061,222      1,377,847         341,527
      Other                             162,385     (2,151,976)        554,888
                                     ----------   ------------   -------------

 Net income (loss) for Federal
   income tax purposes               $8,134,935   $ (2,964,876)  $    (710,107)
                                     ==========   ============   =============

(10)   Transactions with Related Parties

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

     The General Partner performs certain services relating to the management of
the  Partnership's  equipment  leasing  activities.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.

     Administrative  expense  reimbursements  are costs  incurred by the General
Partner and necessary to the  Partnership's  operations.These  costs include the
General  Partner's  legal,   accounting,   investor   relations  and  operations
personnel, as well as, professional fees and other costs that are charged to the
Partnership  based upon the  percentage of time such  personnel  dedicate to the
Partnership.Excluded  are salary and related  costs,  travel  expenses and other
administrative  costs incurred by individuals with a controlling interest in the
General Partner.

     The General Partner also has a 1% interest in the Partnership's profits and
distributions.The  Partnership  paid  distributions  to the  General  Partner of
$7,573,  $3,024,  and $16,383,  respectively,  for each of the three years ended
December  31,  2005.  Additionally,   the  General  Partner's  interest  in  the
Partnership's net loss was $7,223, $15,397, and $28,924,  respectively, for each
of the three years ended December 31, 2005.

     Fees and other  expenses paid to the General  Partner or its affiliates and
charged to  operations  for the years ended  December 31,  2005,  2004 and 2003,
respectively, were as follows:

27
<PAGE>

                    ICON Cash Flow Partners, L.P., Series E
                        (A Delaware Limited Partnership)
                   Notes To Consolidated Financial Statements
                           December 31, 2005 and 2004

(10)   Transactions with Related Parties - continued

                                             Years Ended December 31, 2005
                                             ------------------------------
                                           2005         2004          2003
                                           ----         ----          ----
 Management fees                         $ 35,059     $ 70,427     $ 208,593
 Administrative expense reimbursements     76,932       32,923       128,341
                                         --------     --------      --------

 Total                                   $111,991     $103,350      $336,934
                                         ========     ========      ========


     At December 31, 2005, the  Partnership  had a net payable due to affiliates
of $25,734  which is owed to the  General  Partner  for  administrative  expense
reimbursements.At  December 31, 2004, the  Partnership  had a net payable due to
the  General  Partner and  affiliates  of $4,715,  of which  $4,685 was owed the
General Partner for administrative expense reimbursements.

(11)   Concentrations

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

     For the years ended  December  31,  2005,  2004 and 2003 the  Partnership's
lease with Aeromexico represents  approximately 92%, 95% and 83%,  respectively,
of the Partnership's rental income.

(12) Selected Quarterly Financial Data (Unaudited)

     The following  table is a summary of selected  financial  data, by quarter,
for the years ended December 31, 2005 and 2004:


<TABLE>
<CAPTION>
                                                                Quarters Ended in 2005
                                                                ----------------------
                                         March 31,        June 30,       September 30,    December 31,
                                         ---------        --------       -------------    ------------
<S>                                        <C>              <C>                <C>           <C>
 Revenue                                 $  324,966       $  317,960        $   5,689        $ (61,519)
                                         ==========       ==========        =========        =========
 Net loss allocable to limited partners  $  (14,053)      $ (609,390)       $ (55,397)       $ (36,208)
                                         ==========       ==========        =========        =========
 Net loss per weighted average
      limited partnership unit           $    (0.02)      $    (1.00)       $   (0.09)       $   (0.06)
                                         ==========       ==========        =========        =========

                                                                Quarters Ended in 2004
                                                                ----------------------
                                         March 31,        June 30,       September 30,    December 31,
                                         ---------        --------       -------------    -----------
 Revenue                                 $  450,994       $(358,884)        $ 873,306        $ 183,387
                                         ==========       ==========        =========        =========
 Net loss allocable to limited partners  $(385,875)       $(898,993)        $ (65,634)       $(173,796)
                                         ==========       ==========        =========        =========
 Net loss per weighted average
      limited partnership unit           $    (0.63)      $    (1.48)       $   (0.11)       $   (0.29)
                                         ==========       ==========        =========        =========
</TABLE>

28
<PAGE>
Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

     During the year ended  December 31, 2005 we had no  disagreements  with our
accountants on any matters of accounting or financial reporting.

Item 9A. Controls and Procedures

     Evaluation of disclosure controls and procedures

     In connection  with the  preparation of this Annual Report on Form 10-K for
the period ended  December 31, 2005,  as well as the  financial  statements  and
Annual Reports on Form 10-K for the year ended December 31, 2005 for our General
Partner and our affiliates, our General Partner carried out an evaluation, under
the  supervision  and with the  participation  of the  management of our General
Partner,  including its Chief Executive Officer and the Principal  Financial and
Accounting  Officer,  of the  effectiveness  of the design and  operation of our
General Partner'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 on
the foregoing evaluation, except as noted below, the Chief Executive Officer and
the  Principal  Financial  and  Accounting  Officer  concluded  that our General
Partner's disclosure controls and procedures were effective.

     While evaluating our General Partner's  disclosure controls and procedures,
our General Partner recognized that greater internal controls were needed to aid
in a more efficient closing of our financial  statements,  thereby requiring our
General  Partner to hire  additional  skilled  accounting  staff to support  the
senior vice president of accounting  hired by our General  Partner at the end of
the third quarter of 2004.Accordingly,  our General Partner hired two additional
accounting  staff members during 2005 who are certified  public  accountants and
experienced with public reporting entities. Our General Partner will continue to
evaluate its disclosure controls and procedures to determine their effectiveness
and  adequacy  and will  take the  steps  necessary,  in our  General  Partner's
opinion, to ensure the adequacy of our General Partner's disclosure controls and
procedures.

     In designing and evaluating our General Partner's  disclosure  controls and
procedures,   our  General  Partner  recognized  that  disclosure  controls  and
procedures,  no  matter  how well  conceived  and  operated,  can  provide  only
reasonable,  not  absolute,  assurance  that the  objectives  of the  disclosure
controls and procedures are met.Our General  Partner's  disclosure  controls and
procedures have been designed to meet reasonable assurance standards. Disclosure
controls  and  procedures  cannot  detect or prevent  all error and fraud.  Some
inherent  limitations  in disclosure  controls and  procedures  include costs of
implementation, faulty decision-making,  simple error and mistake. Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people, or by management override of the controls.  The
design of any system of controls is based,  in part,  upon  certain  assumptions
about the  likelihood of future  events,  and there can be no assurance that any
design will succeed in  achieving  its stated  goals under all  anticipated  and
unanticipated  future  conditions.  Over time,  controls  may become  inadequate
because of changes in conditions,  or the degree of compliance with  established
policies or procedures.

     Our General Partner's Chief Executive  Officer and Principal  Financial and
Accounting  Officer have determined that no weakness in disclosure  controls and
procedures  had any  material  effect on the accuracy  and  completeness  of our
financial reporting and disclosure included in this report.

Item 9B. Other Information

         Not applicable.

29
<PAGE>
                                    PART III

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

     Our General  Partner,  ICON Capital Corp., a Connecticut  corporation,  was
formed in 1985.Our General Partner's  principal offices are located at 100 Fifth
Avenue,  4th Floor,  New York, New York 10011, and the telephone number is (212)
418-4700.  The officers of our 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.

     Our 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, our General Partner offers a
broad range of equipment leasing services.

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

         Our General Partner's Officers and Directors are:

           Name         Age       Position
           -----        ---       --------
Beaufort J. B. Clarke    59    Chairman, Chief Executive Officer and Director
Paul B. Weiss            45    President and Director
Thomas W. Martin         52    Chief Operating Officer, Chief Financial Officer
                                 and Director

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

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

     Thomas W. Martin,  has been our Chief Operating Officer since February 2006
and has been our Chief Financial  Officer and Director (and Director,  President
and Treasurer of the dealer-manager as well) since August of 1996.Mr. Martin was
the  Executive  Vice  President,  Chief  Financial  Officer and a co-founder  of
Griffin Equity  Partners,  Inc. from October 1993 to August  1996.Prior to that,
Mr. Martin was Senior Vice  President of Gemini  Financial  Holdings,  Inc. from
April  1992 to  October  1993  and he held the  position  of Vice  President  at
Chancellor  Corporation (an equipment  leasing  company) for 7 years. Mr. Martin
has a B.S. degree from  University of New Hampshire.  Mr. Martin has been in the
equipment leasing business since 1983.

30
<PAGE>

     Code of Ethics

     Our  General  Partner on our  behalf  has  adopted a code of ethics for its
Chief  Executive   Officer,   Chief  Financial   Officer  and  Chief  Accounting
Officer.The  Code of Ethics is  available  free of  charge by  requesting  it in
writing  from our General  Partner.Our  General  Partner's  address is 100 Fifth
Avenue, 4th Floor, New York, New York 10011.

Item 11. Executive Compensation

     We have no directors or officers.  Our General  Partner and its  affiliates
were paid or accrued the following  compensation and reimbursement for costs and
expenses for the years ended December 31, 2005, 2004 and 2003.

<TABLE>
<CAPTION>


       Entity           Capacity          Description         2005        2004       2003
       ------           --------         ------------         ----        ----       ----
<S>                 <C>               <C>                    <C>         <C>       <C>
ICON Capital Corp.  General Partner   Management fees        $ 35,059    $ 70,427   $208,593
ICON Capital Corp.  General Partner   Administrative fees      76,932      32,923    128,341
                                                             --------    --------   --------

                                                             $111,991    $103,350   $336,934
                                                             ========    ========   ========
</TABLE>

     Our   General   Partner   also  has  a  1%  interest  in  our  profits  and
distributions.We paid distributions to our General Partner of $7,573 $3,024, and
$16,383,  respectively,  for the years ended  December 31, 2005,  2004 and 2003.
Additionally,  our  General  Partner's  interest  in our net  loss  was  $7,223,
$15,397, and $28,924, respectively, for the years ended December 31, 2005, 2004,
and 2003.

Item 12. Security Ownership of Certain Beneficial Owners and Management

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

(b)  As of March 15, 2006,  Directors and Officers of our General Partner do not
     own any of our equity securities.

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

Item 13. Certain Relationships and Related Transactions

     See Item 11 for a discussion of our related party  transactions.See Notes 3
and  8 to  our  consolidated  financial  statements  for  a  discussion  of  our
investments in joint ventures and transactions with related parties.

Item 14. Principal Accountant Fees and Services

     During the years ended  December  31, 2005 and 2004 our  auditors  provided
audit  services  relating  to our annual  report on Form 10-K and our  quarterly
reports on Form  10-Q.Additionally,  our auditors provided other services in the
form of tax compliance work.Their fees are shown in the table below:

                                         2005             2004
                                         ----             ----
Audit Fees                              $27,500          $27,000
Audit related fees                            -                -
Tax fees (for compliance)                12,077           17,900
                                         ------           ------

                                        $39,577          $44,900
                                        =======          =======

31
<PAGE>
                                     PART IV

Item 15. Exhibits and Financial Statement Schedules

     (a) 1. Financial Statements

         See index to financial statements included as Item 8 to this Annual
Report on Form 10-K hereof.

         2. Financial Statement Schedules

               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 financial statements or notes thereto.

         3. Exhibits:

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

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

         32.1 Certification  pursuant to 18 U.S.C. ss.1350, as adopted pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002.

         32.2 Certification  pursuant to 18 U.S.C. ss.1350, as adopted pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002.

32
<PAGE>
                                   SIGNATURES

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

ICON Cash Flow Partners,  L.P., Series E File No. 000-27912  (Registrant) by its
General Partner, ICON Capital Corp.

Date: March 31, 2006

/s/ Beaufort J.B. Clarke
------------------------
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

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 31, 2006

/s/ Beaufort J.B. Clarke
------------------------
Beaufort J.B. Clarke
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

Date: March 31, 2006

/s/ Paul B. Weiss
-----------------
Paul B. Weiss
President and Director

Date: March 31, 2006

/s/ Thomas W. Martin
--------------------
Thomas W. Martin
Chief Operating Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)

Supplemental  Information to be furnished with reports filed pursuant to Section
15(d) of the Act by Registrants 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  members  and a copy  will  be  forwarded  to the
Commission.

33
<PAGE>

Exhibit 31.1

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

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

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

2.   Based on my knowledge,  this 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
     report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in  this  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 report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  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 report is being prepared;

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

     c.   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer 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  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

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


Dated:March 31, 2006

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

<PAGE>

Exhibit 31.2

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

I, Thomas W. Martin, certify that:

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

2.   Based on my knowledge,  this 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
     report;

3.   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in  this  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 report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  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 report is being prepared;

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

     c.   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's  other certifying  officer 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  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

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


Dated: March 31, 2006

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

<PAGE>

Exhibit 32.1

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

I, Beaufort J.B.  Clarke,  Chairman and Chief Executive  Officer of ICON Capital
Corp.,  the General  Partner of the  Registrant  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,  2005,  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:

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. ss.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 31, 2006

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

<PAGE>

Exhibit 32.2

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

I,  Thomas W.  Martin,  Chief  Operating  Officer  and Chief  Financial  Officer
(Principal  Financial and Accounting Officer) of ICON Capital Corp., the General
Partner of the Registrant 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, 2005, 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:

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. ss.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 31, 2006

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