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

                                    FORM 10-K

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

      [Fee Required]

For the fiscal year ended                      December 31, 2001
                          ------------------------------------------------------
                                       or

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

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

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

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

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

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


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

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


Title of each class                    Name of each exchange on which registered

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

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

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

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

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

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


<PAGE>


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

                                December 31, 2001

                                TABLE OF CONTENTS

Item                                                                     Page

PART I

1.   Business                                                             3-4

2.   Properties                                                             4

3.   Legal Proceedings                                                      4

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

PART II

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

6.   Selected Consolidated Financial and Operating Data                     5

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                  6-9

8.   Consolidated Financial Statements and Supplementary Data           10-29

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

PART III

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

11.  Executive Compensation                                                31


12.  Security Ownership of Certain Beneficial Owners and Management        31


13.  Certain Relationships and Related Transactions                        32

PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K    32-42

SIGNATURES                                                                 43


<PAGE>


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

                                December 31, 2001

PART I

Item 1.  Business

General Development of Business

     ICON Cash Flow Partners,  L.P., Series E (the  "Partnership") was formed in
November  1991 as a Delaware  limited  partnership.  The  Partnership  commenced
business  operations  on its  initial  closing  date,  July 6,  1992,  with  the
admission of 13,574.17 limited  partnership  units.  Between July 7, 1992 and to
July 31,  1993 (the  final  closing  date),  596,837.34  additional  units  were
admitted bringing the total admissions to 610,411.51 units totaling  $61,041,151
in capital contributions. From 1994 through 2001, the Partnership redeemed 2,556
limited   partnership  units  leaving  607,855.51   limited   partnership  units
outstanding at December 31, 2001. The sole general partner is ICON Capital Corp.
(the "General Partner").

     The Partnership's  reinvestment period ended July 31, 1998. The disposition
period began on August 1, 1998.  During the  disposition  period the Partnership
has and will continue to distribute  substantially all  distributable  cash from
operations and equipment sales to the partners and begin the orderly termination
of its operations and affairs.  The  Partnership  has not and will not invest in
any additional  finance or lease  transactions  during the  disposition  period.
During the disposition period the Partnership  expects to recover, at a minimum,
the carrying value of its assets.

Segment Information


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


Narrative Description of Business

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

     The  equipment  leasing  industry is highly  competitive.  When seeking its
leasing  transactions  for  acquisition  the  Partnership  competed with leasing
companies,  manufacturers that lease their products directly,  equipment brokers
and dealers and financial institutions, including commercial banks and insurance
companies.  Many  competitors  are larger than the  Partnership and have greater
financial resources.


<PAGE>


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

                                December 31, 2001

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

Lease and Financing Transactions

     For the years ended  December 31, 2001 and 2000,  the  Partnership  did not
finance or purchase any new equipment.

     The lease of an aircraft to Aerovias de Mexico, S.A. de C.V. ("Aeromexico")
represents  more  than  10% of the  Partnership's  revenue  for the  year  ended
December 31, 2001.  The carrying value of the  Aeromexico  aircraft  represented
approximately 46.6% of the Partnership's assets at December 31, 2001.

Item 2.  Properties

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

Item 3.  Legal Proceedings

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

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 2001.

PART II

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

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

                                          Number of Equity Security Holders
           Title of Class                        as of December 31,
           --------------                 ---------------------------------
                                           2001                      2000
                                           ----                      ----

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


<PAGE>


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

                                December 31, 2001

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

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

                                     2001         2000        1999        1998        1997
                                     ----         ----        ----        ----        ----

<S>                              <C>          <C>         <C>          <C>          <C>
Total revenues                   $ 5,387,932  $6,532,679  $10,203,685  $10,087,667  $7,611,293
                                 ===========  ==========  ===========  ===========  ==========

Net (loss) income                $(1,395,324) $  396,430  $ 2,242,510  $ 1,047,706  $2,368,585
                                 ===========  ==========  ===========  ===========  ==========

Net (loss) income allocable
  to limited partners            $(1,381,371) $  392,466  $ 2,220,085  $ 1,037,229  $2,344,899
                                 ===========  ==========  ===========  ===========  ==========

Net (loss) income allocable
  to the General Partner         $   (13,953) $    3,964  $    22,425  $    10,477  $   23,686
                                 ===========  ==========  ===========  ===========  ==========

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

Net (loss) income per
  weighted average limited
  partnership unit               $    (2.27)  $      .65  $     3.65   $      1.71  $    3.85
                                 ==========   ==========  ==========   ===========  =========

Distributions to
  limited partners               $ 1,356,383  $3,672,173  $ 4,381,933  $ 7,755,553  $7,768,316
                                 ===========  ==========  ===========  ===========  ==========

Distributions to the
  General Partner                $    13,564  $   37,091  $    44,258  $    78,338  $   78,468
                                 ===========  ==========  ===========  ===========  ==========
</TABLE>
<TABLE>


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

                                    2001          2000         1999           1998          1997
                                    ----          ----         ----           ----          ----


<S>                             <C>           <C>           <C>           <C>           <C>
Total assets                    $32,783,624   $46,154,746   $64,830,618   $86,918,230   $66,917,017
                                ===========   ===========   ===========   ===========   ===========

Partners' equity                $ 8,614,284   $11,379,555   $14,692,389   $16,876,070   $23,689,694
                                ===========   ===========   ===========   ===========   ===========
</TABLE>




<PAGE>


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

                                December 31, 2001

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

     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases,  financings,  operating leases and equity  investments in joint ventures
representing  31%,  17%, 51% and 1% of total  investments  at December 31, 2001,
respectively,  and 41%,  22%,  36% and 1% of total  investments  at December 31,
2000,  respectively.  The  Partnership  did  not  finance  or  purchase  any new
equipment in 2001 or 2000.

Significant Accounting Policies

     Basis of  Accounting  and  Presentation  - The  Partnership's  records  are
maintained on the accrual  basis.  The  preparation  of financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  at the date of the financial  statements  and revenues and expenses
during the reporting  period.  Significant  estimates  include the allowance for
doubtful accounts and unguaranteed residual values. Management believes that the
estimates and  assumptions  utilized in preparing its financial  statements  are
reasonable  and prudent.  Actual results could differ from those  estimates.  In
addition,  management is required to disclose  contingent  assets and contingent
liabilities.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties as finance  leases or  operating  leases,  as  appropriate.  For finance
leases,  the  Partnership  records,  at the  inception  of the lease,  the total
minimum lease payments receivable,  the estimated  unguaranteed residual values,
and the related  unearned  income.  Unearned  income  represents  the difference
between the sum of the minimum  lease  payments  receivable  plus the  estimated
unguaranteed residual minus the cost of the leased equipment. Unearned income is
recognized  as finance  income  over the terms of the related  leases  using the
interest  method.  For  operating  leases,  equipment is recorded at cost and is
depreciated on the straight-line  method over the lease terms to their estimated
fair market values at lease  terminations.  Related lease rentals are recognized
on the  straight-line  method  over the  lease  terms.  Billed  and  uncollected
operating lease receivables are included in other assets.

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



<PAGE>


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

                                December 31, 2001

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from release or resale of the equipment.  Generally,
third party appraisals, reviews of future cash flows and anticipated future cash
flows and detailed market  analyses are used as the basis for measuring  whether
an impairment loss should be recognized.


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


Results of Operations

Years Ended December 31, 2001 and 2000


     Revenues for the year ended December 31, 2001 were $5,387,932, representing
a decrease of $1,144,747 from 2000. The decrease in revenues resulted  primarily
from a decrease in finance  income of  $924,152,  a decrease in gain on sales of
equipment  of  $185,469  and  an  increase  in  the  loss  from  investments  in
unconsolidated  joint  ventures  of  $122,857,   respectively.   Finance  income
decreased  due to the  decrease  in  the  average  size  of  the  finance  lease
portfolio.  The decrease in gain on sales of equipment  resulted from a decrease
in the amount of equipment  sold where the proceeds  received  were in excess of
the  Partnership's  carrying value. The increase in the loss from investments in
unconsolidated  joint  ventures in 2001 resulted  primarily from a provision for
bad debts of $1,825,000  being recorded in 2001 by an underlying  joint venture,
ICON  Receivables  1997-A  LLC, as  compared  with a provision  for bad debts of
$850,000 recorded by this venture in 2000.

     Expenses for the year ended December 31, 2001 were $6,783,256, representing
an increase of $647,007 from 2000. The increase in expenses  resulted  primarily
from  increases  in  depreciation  of  $537,172,  provision  for  bad  debts  of
$1,662,304 and amortization of initial direct costs and other of $123,205. These
increases  were partially  offset by decreases in interest  expense of $674,083,
management  fees of $210,941,  administrative  expense  reimbursements-  General
Partner of $119,193 and minority interest income in consolidated  joint ventures
of $460,987 in 2001 versus expense of $112,178 in 2000.

     The  increase  in  depreciation  in 2001  was due to a change  in  estimate
related to the salvage value of certain  operating lease equipment.  This change
in accounting estimate caused depreciation to increase by an additional $243,164
in 2001.  In  addition,  a lease was  reclassified  from a  finance  lease to an
operating  lease in June of 2001 as the  original  lease  term of the  equipment
expired  and the lease was  renewed  for a twelve  month  period.  The lease had
previously been classified as a finance lease with a carrying value of $846,858.
The reclassification  caused depreciation to increase by an additional $294,008.
The  provision  for bad debts  increased as a result of  determinations  made to
adjust the levels of reserves required.  These determinations were the result of
the Partnership's ongoing analysis of delinquency trends, loss experience and an
assessment  of the  overall  credit risk which  resulted in a provision  for bad
debts of  $2,162,304 in 2001.  The increase in  amortization  of initial  direct
costs and other was due to the amortization of loan origination fees incurred by
ICON Receivables 1997-B LLC the Partnership's  majority owned joint venture. The
decrease  in interest  expense  resulted  from a decrease  in the  average  debt
outstanding   from  2000  to  2001.   The  decrease  in   management   fees  and
administrative  expense  reimbursements  resulted from a decrease in the average
size



<PAGE>


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

                                December 31, 2001

of the  finance  lease  portfolio.  The  change  in  the  minority  interest  in
consolidated  joint  ventures  resulted  from  an  overall  loss  in  one of the
Partnership's  consolidated  joint  ventures  versus income in the  consolidated
joint ventures in 2000.

     Net  (loss)  income  for the years  ended  December  31,  2001 and 2000 was
$(1,395,324) and $396,430,  respectively.  The primary reason for the decline in
net income in 2001 was the increased  procession  for bad debts and the increase
in  depreciation  expense.  The net (loss) income per weighted  average  limited
partnership unit was $(2.27) and $.65 for 2001 and 2000, respectively.

Years Ended December 31, 2000 and 1999

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

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


     The provision for bad debts increased as a result of determinations made to
adjust the level of reserves required.  These  determinations were the result of
the Partnership's ongoing analysis of delinquency trends, loss experience and an
assessment of the overall credit risk. The decrease in interest expense resulted
from a decrease in the average  outstanding debt from 1999 to 2000. The decrease
in management fees and  administrative  expense  reimbursements  resulted from a
decrease in the average size of the finance lease  portfolio.  The change in the
minority  interest  in  consolidated  joint  ventures  resulted  from  increased
earnings levels within the Partnership's two consolidated joint ventures General
and  administrative   expenses  increased   primarily  as  a  result  of  higher
professional fees in 2000.

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




<PAGE>


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

                                December 31, 2001


Liquidity and Capital Resources

     The  Partnership's   reinvestment  period  ended  July  31,  1998  and  the
disposition  period began on August 1, 1998. During the disposition  period, the
Partnership has and will continue to distribute  substantially all distributable
cash from  operations and equipment  sales to the partners and begin the orderly
termination of its operations and affairs.  The Partnership has not and will not
invest in any additional  finance or lease  transactions  during the disposition
period.  Because the  Partnership is in the disposition  period,  future monthly
distributions  are expected to  fluctuate  depending on the amount of asset sale
and re-lease proceeds received during that period.


     The Partnership's  primary sources of funds in 2001, 2000 and 1999 were net
cash   generated  by  operating   activities  of   $8,300,201,   $9,256,495  and
$11,077,470,  respectively,  proceeds  from  sales  of  equipment  of  $738,728,
$2,159,942 and $3,776,513,  respectively.  During 2001, the Partnership used the
cash generated to repay certain  non-recourse  debt in accordance with the terms
of the debt in the  amount of  $7,335,811  and make  distributions  to  partners
totaling  $1,369,947  ($1,356,383  to the limited  partners or $2.23 per limited
Partnership unit).

     The  Partnership's  notes payable  consisted of $21,862,616 of non-recourse
debt as of December 31, 2001.  Such debt is secured by leased  equipment  and is
payable from the rentals and residuals realized from such investments.


     New Accounting  Pronouncement - Effective  January 1, 2002, the Partnership
adopted SFAS No. 144,  "Accounting  for the Impairment or Disposal of long-lived
Assets"  (SFAS No. 144).  This  statement  requires  that  long-lived  assets be
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that the carrying amount of an asset may not be recoverable.  Recoverability  of
assets to be held and used is measures by a comparison of the carrying amount of
an asset to the future net cash flows expected to be generated by the asset.  If
the carrying  amount of the asset  exceeds its estimated  future cash flows,  an
impairment  charge is recognized  by the amount by which the carrying  amount of
the asset exceeds the fair value of the asset.  The adoption of SFAS No. 144 did
not have any  effect on the  Partnership's  financial  position  or  results  of
operations as the  provisions  of SFAS No. 144 are similar to the  partnership's
current  policy for  impairment  review.  SFAS No.  144  requires  companies  to
separately  report  discontinued  operations  and extends  that  reporting  to a
component of an entity that either has been disposed of (by sale, abandonment or
in a  distribution  to the owners) or classified as held for sale.  Assets to be
disposed of are reported at the lower of the carrying  amount or fair value less
the costs to sell.

Item 7a.  Qualitative and Quantitative Disclosures About Market Risk

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

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

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


<PAGE>


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

                                December 31, 2001

Item 8.  Consolidated Financial Statements and Supplementary Data

                   Index to Consolidated Financial Statements
                                                                     Page Number

Independent Auditors' Report                                                 12

Consolidated Balance Sheets as of December 31, 2001 and 2000                 13

Consolidated Statements of Operations for the Years Ended
  December 31, 2001, 2000 and 1999                                           14

Consolidated Statements of Changes in Partners'
  Equity for the Years Ended
  December 31, 2001, 2000 and 1999                                           15

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2001, 2000 and 1999                                        16-18

Notes to Consolidated Financial Statements                                19-29



<PAGE>










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

                        Consolidated Financial Statements

                                December 31, 2001

                   (With Independent Auditors' Report Thereon)



<PAGE>












                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying  consolidated  balance sheets of ICON Cash Flow
Partners,  L.P.,  Series E (a Delaware  limited  partnership) as of December 31,
2001 and 2000, and the related consolidated statements of operations, changes in
partners'  equity and cash flows for each of the years in the three-year  period
ended  December  31,  2001.  These  consolidated  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of ICON Cash Flow
Partners,  L.P.,  Series E as of December 31, 2001 and 2000,  and the results of
its operations and its cash flows for each of the years in the three-year period
ended  December 31, 2001, in conformity  with  accounting  principles  generally
accepted in the United States of America.



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


April 15, 2002
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>

                                                             2001             2000
                                                             ----             ----
       Assets

<S>                                                      <C>             <C>
Cash and cash equivalents                                $  1,363,922    $  1,030,751
                                                         ------------    ------------

Investment in finance leases

   Minimum rents receivable                                 7,249,182      13,688,669
   Estimated unguaranteed residual values                   5,073,140       7,904,259
   Unearned income                                           (746,315)     (2,077,737)
   Allowance for doubtful accounts                         (1,888,318)     (1,287,212)
                                                         ------------    ------------
                                                            9,687,689      18,227,979
                                                         ------------    ------------


Investment in operating leases
   Equipment at cost                                       21,554,842      20,707,984
   Accumulated depreciation                                (5,708,777)     (4,584,394)
                                                         ------------    ------------
                                                           15,846,065      16,123,590
                                                         ------------    ------------
Investment in financings

   Receivables due in installments                          6,843,252      11,907,064
   Unearned income                                           (413,030)     (1,176,563)
   Allowance for doubtful accounts                         (1,214,557)     (1,235,231)
                                                         ------------    ------------
                                                            5,215,665       9,495,270
                                                         ------------    ------------


Investments in joint ventures                                 166,692         483,555
                                                         ------------    ------------
Other assets                                                  503,591         793,601
                                                         ------------    ------------
Total assets                                             $ 32,783,624    $ 46,154,746
                                                         ============    ============
       Liabilities and Partners' Equity

Notes payable - non-recourse                               21,862,616      32,116,840
Security deposits, deferred credits and other payables      2,132,052       2,022,692
Minority interests in consolidated joint ventures             174,672         635,659
                                                         ------------    ------------
                                                           24,169,340      34,775,191
                                                         ------------    ------------
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner                                           (433,582)       (406,065)
   Limited partners (607,855.51 units outstanding,
     $100 per unit original issue price)                    9,047,866      11,785,620
                                                         ------------    ------------

Total partners' equity                                      8,614,284      11,379,555
                                                         ------------    ------------

Total liabilities and partners' equity                   $ 32,783,624    $ 46,154,746
                                                         ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Operations

                        For the Years Ended December 31,
<TABLE>

                                                        2001           2000          1999
                                                        ----           ----          ----
Revenues

<S>                                                 <C>            <C>            <C>
   Finance income                                   $ 2,923,473    $ 3,847,625    $ 6,610,115
   Rental income                                      2,609,465      2,460,000      2,460,000
   Gains on sales of equipment                           68,268        253,737        901,005
   Interest income and other                            103,589        165,323        184,354
   (Loss) income from investments in
     unconsolidated joint ventures                     (316,863)      (194,006)        48,211
                                                    -----------    -----------    -----------

   Total revenues                                     5,387,932      6,532,679     10,203,685
                                                    -----------    -----------    -----------

Expenses

   Interest                                           2,333,153      3,007,236      4,106,569
   Provision for bad debts                            2,162,304        500,000      1,000,000
   Management fees - General Partner                    537,237        748,178        928,946
   Administrative expense reimbursements
     - General Partner                                  339,737        458,930        539,853
   Depreciation                                       1,124,383        587,211        587,211
   General and administrative                           624,122        722,414        685,647
   Amortization of initial direct costs and other       123,307            102         33,195
   Minority interest (income) expense in
     consolidated joint ventures                       (460,987)       112,178         79,754
                                                    -----------    -----------    -----------

   Total expenses                                     6,783,256      6,136,249      7,961,175
                                                    -----------    -----------    -----------

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

Net (loss) income allocable to:
   Limited partners                                 $(1,381,371)   $   392,466    $ 2,220,085
   General Partner                                      (13,953)         3,964         22,425
                                                    -----------    -----------    -----------

                                                    $(1,395,324)   $   396,430    $ 2,242,510
                                                    ===========    ===========    ===========

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

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

</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity

              For the Years Ended December 31, 2001, 2000 and 1999
<TABLE>

                             Limited Partner Distributions

                               Return of     Investment          Limited           General
                                Capital        Income            Partners          Partner           Total
                                -------        ------            --------          -------           -----
                              (Per weighted average unit)
<S>                             <C>             <C>             <C>               <C>               <C>

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

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

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

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

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

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

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

Cash distribution

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


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

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




</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

                                                                   2001           2000            1999
                                                                   ----           ----            ----

Cash flows from operating activities:
<S>                                                           <C>             <C>             <C>
   Net (loss) income                                          $ (1,395,324)   $    396,430    $  2,242,510
                                                              ------------    ------------    ------------
   Adjustments to reconcile net income to
     net cash provided by operating activities:
       Depreciation                                              1,124,383         587,211         587,211
       Rental income - assigned operating lease receivables     (2,460,000)     (2,460,000)     (2,460,000)
       Provision for doubtful accounts                           2,162,304         500,000       1,000,000
       Finance income portion of receivables and other
         paid directly to lenders by lessees                      (447,632)     (1,111,381)     (1,782,276)
       Amortization of initial direct costs                        123,307             102          33,195
       Gain on sales of equipment                                  (68,268)       (253,737)       (901,005)
       Interest expense on non-recourse financing
         paid directly by lessees                                1,687,354       1,750,991       2,165,742
       Loss (income) from investments in
         unconsolidated joint ventures                             316,863         194,006         (48,211)
       Minority interest (income) expense in consolidated
         joint ventures                                           (460,987)        112,178          79,754
       Changes in operating assets and liabilities:
         Collection of principal - non-financed receivables      7,376,587       9,699,464      11,170,238
         Accounts receivable from affiliates                          --              --           160,151
         Other assets                                              232,256         465,730        (368,886)
         Security deposits, deferred credits and
           other payables                                          109,360        (735,673)     (1,256,508)
         Other                                                          (2)        111,174         455,555
                                                              ------------    ------------    ------------

         Total adjustments                                       9,695,525       8,860,065       8,834,960
                                                              ------------    ------------    ------------

       Net cash provided by operating activities                 8,300,201       9,256,495      11,077,470
                                                              ------------    ------------    ------------

Cash flows from investing activities:
   Proceeds from sales of equipment                                738,728       2,159,942       3,776,513
   Distributions received from
     unconsolidated joint ventures                                    --           140,630         677,198
   Investments in unconsolidated joint ventures                       --              --           (84,535)
   Minority interests in consolidated joint ventures                  --           (37,145)            877
                                                              ------------    ------------    ------------

       Net cash provided by investing activities                   738,728       2,263,427       4,370,053
                                                              ------------    ------------    ------------

</TABLE>



                                                        (continued on next page)


<PAGE>


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

                Consolidated Statements of Cash Flows (continued)

                        For the Years Ended December 31,
<TABLE>

                                                            2001           2000            1999
                                                            ----           ----            ----

Cash flows from financing activities:
<S>                                                      <C>            <C>             <C>
   Principal payments on non-recourse debt               (7,335,811)    (20,797,194)    (11,283,667)
   Proceeds from non-recourse debt                             --        11,943,528            --
   Cash distributions to partners                        (1,369,947)     (3,709,264)     (4,426,191)
                                                       ------------    ------------    ------------

       Net cash used in by financing activities          (8,705,758)    (12,562,930)    (15,709,858)
                                                       ------------    ------------    ------------

Net increase (decrease) in cash and cash equivalents        333,171      (1,043,008)       (262,335)

Cash and cash equivalents at beginning of year            1,030,751       2,073,759       2,336,094
                                                       ------------    ------------    ------------

Cash and cash equivalents at end of year               $  1,363,922    $  1,030,751    $  2,073,759
                                                       ============    ============    ============


</TABLE>
























See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

     For the years ended December 31, 2001, 2000 and 1999, non-cash activities
included the following:
<TABLE>

                                                       2001            2000          1999
                                                       ----            ----          ----
<S>                                                   <C>             <C>           <C>

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

Principal and interest on finance receivables
  paid directly to lender by lessees                 2,145,767      5,139,723           --
Rental income - assigned operating
  lease receivables - paid directly to lenders
  by lessees                                         2,460,000      2,460,000      2,460,000
Principal and interest on non-recourse financing
  paid directly by lessees                          (4,605,767)    (7,599,723)    (2,460,000)

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


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

Transfer of finance lease
   residual to operating lease                     $   846,858    $      --      $      --
                                                   ===========    ===========    ===========

Interest expense on non-recourse financing
   accrued or paid directly to lenders by
   lessees                                         $ 1,687,354    $ 1,750,991    $ 2,165,742
Other interest                                         645,799      1,256,245      1,940,827
                                                   -----------    -----------    -----------

Total interest expense                             $ 2,333,153    $ 3,007,236    $ 4,106,569
                                                   ===========    ===========    ===========

</TABLE>


<PAGE>


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

                   Notes to Consolidated Financial Statements

                                December 31, 2001

1.   Organization


     ICON Cash Flow Partners,  L.P., Series E (the  "Partnership") was formed on
November   7,  1991  as  a  Delaware   limited   partnership   with  an  initial
capitalization  of $2,000.  It was formed to acquire various types of equipment,
to lease such equipment to third parties and, to a lesser degree,  to enter into
secured financing  transactions.  The Partnership's offering period commenced on
June 5, 1992 and by its final  closing on July 31,  1993,  610,411.51  units had
been admitted into the Partnership with aggregate gross proceeds of $61,041,151.
From 1994 through 2001, the Partnership redeemed 2,556 limited partnership units
leaving 607,855.51 limited partnership units outstanding at December 31, 2001.


     The Partnership's  reinvestment period ended July 31, 1998. The disposition
period began on August 1, 1998.  During the  disposition  period the Partnership
has and will continue to distribute  substantially all  distributable  cash from
operations and equipment sales to the partners and begin the orderly termination
of its operations and affairs.  The  Partnership  has not and will not invest in
any additional  finance or lease  transactions  during the  disposition  period.
During the disposition period, the Partnership expects to recover, at a minimum,
the carrying value of its assets.

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

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

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

2.   Significant Accounting Policies

     Basis of  Accounting  and  Presentation  - The  Partnership's  records  are
maintained on the accrual  basis.  The  preparation  of financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  at the date of the financial  statements  and revenues and expenses
during the reporting  period.  Significant  estimates  include the allowance for
doubtful accounts and unguaranteed residual values. Management believes that the
estimates and  assumptions  utilized in preparing its financial  statements  are
reasonable  and prudent.  Actual results could differ from those  estimates.  In
addition,  management is required to disclose  contingent  assets and contingent
liabilities.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Consolidation - The consolidated  financial statements include the accounts
of the Partnership and its majority owned subsidiaries,  ICON Cash Flow Partners
L.L.C. I ("ICON Cash Flow LLC I") and ICON Receivables 1997-B L.L.C. ("1997-B").
All  inter-company   accounts  and  transactions   have  been  eliminated.   The
Partnership  accounts for its  interests  in less than 50% owned joint  ventures
under the equity method of accounting. In such cases, the Partnership's original
investments are recorded at cost and adjusted for its share of earnings,  losses
and distributions thereafter.

     Cash and Cash  Equivalents - Cash and cash  equivalents are defined as cash
in banks and highly liquid  investments  with original  maturity  dates of three
months or less.

     Leases - The  Partnership  accounts  for  owned  equipment  leased to third
parties as finance  leases or  operating  leases,  as  appropriate.  For finance
leases,  the  Partnership  records,  at the  inception  of the lease,  the total
minimum lease payments receivable,  the estimated  unguaranteed residual values,
and the related  unearned  income.  Unearned  income  represents  the difference
between the sum of the minimum  lease  payments  receivable  plus the  estimated
unguaranteed residual minus the cost of the leased equipment. Unearned income is
recognized  as finance  income  over the terms of the related  leases  using the
interest  method.  For  operating  leases,  equipment is recorded at cost and is
depreciated on the straight-line  method over the lease terms to their estimated
fair market values at lease  terminations.  Related lease rentals are recognized
on the  straight-line  method  over the  lease  terms.  Billed  and  uncollected
operating lease receivables are included in other assets.

     Investment in  Financings - Investment  in  financings  represent the gross
receivables  due from the financing of equipment  plus the initial  direct costs
related  thereto  less the  related  unearned  income.  The  unearned  income is
recognized as finance income,  and the initial direct costs are amortized,  over
the terms of the receivables using the interest method.


     Disclosures  About Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments.  Separate  disclosure of fair value  information as of December 31,
2001 and 2000 with  respect  to the  Company's  assets  and  liabilities  is not
provided  because (i) SFAS No. 107 does not require  disclosures  about the fair
value of lease arrangements,  (ii) the carrying value of financial assets, other
than lease related investments, and payables approximates market value and (iii)
fair  value  information   concerning   non-recourse  debt  obligations  is  not
practicable  to estimate  without  incurring  excessive  costs to obtain all the
information that would be necessary to derive a market interest rate.


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



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from release or resale of the equipment.  Generally,
third party appraisals, reviews of future cash flow and detailed market analyses
are used as the  basis  for  measuring  whether  an  impairment  loss  should be
recognized.

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

     Reclassifications  - Certain items have been reclassified to conform to the
presentation in 2001.

     New Accounting  Pronouncement - Effective  January 1, 2002, the Partnership
adopted SFAS No. 144,  "Accounting  for the Impairment or Disposal of long-lived
Assets"  (SFAS No. 144).  This  statement  requires  that  long-lived  assets be
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that the carrying amount of an asset may not be recoverable.  Recoverability  of
assets to be held and used is measures by a comparison of the carrying amount of
an asset to the future net cash flows expected to be generated by the asset.  If
the carrying  amount of the asset  exceeds its estimated  future cash flows,  an
impairment  charge is recognized  by the amount by which the carrying  amount of
the asset exceeds the fair value of the asset.  The adoption of SFAS No. 144 did
not have any  effect on the  Partnership's  financial  position  or  results  of
operations as the  provisions  of SFAS No. 144 are similar to the  partnership's
current  policy for  impairment  review.  SFAS No.  144  requires  companies  to
separately  report  discontinued  operations  and extends  that  reporting  to a
component of an entity that either has been disposed of (by sale, abandonment or
in a  distribution  to the owners) or classified as held for sale.  Assets to be
disposed of are reported at the lower of the carrying  amount or fair value less
the costs to sell.

3.   Investments in Joint Ventures

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




<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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

     ICON Cash Flow Partners L.L.C. I

     In September 1994 the Partnership and an affiliate, ICON Cash Flow Partners
L.P. Six ("L.P.  Six"),  formed a joint  venture,  ICON Cash Flow LLC I, for the
purpose of acquiring and managing an aircraft subject to an operating lease with
a U.S.  based  commercial  airline.  In 1997,  the  aircraft was  remarketed  to
Aeromexico  under a lease  that is  scheduled  to expire in  October  2002.  The
Partnership and L.P. Six acquired and made cash  contributions  to it 99% and 1%
interests,  respectively  in ICON Cash Flow LLC I. ICON Cash Flow LLC I acquired
the aircraft,  assuming non-recourse debt and utilizing  contributions  received
from the Partnership and L.P. Six. Profits,  losses, excess cash and disposition
proceeds  are  allocated  99%  to  the  Partnership  and  1% to  L.P.  Six.  The
Partnership's  consolidated  financial statements include 100% of the assets and
liabilities  and  revenues  and  expenses  of ICON Cash  Flow LLC I. L.P.  Six's
investment  in ICON Cash Flow LLC I is reflected  as minority  interest in joint
venture  on the  Partnership's  consolidated  balance  sheets  and  as  minority
interest (income) expense on the consolidated statements of operations.

     ICON Receivables 1997-B L.L.C.

     In August 1997, the Partnership,  L.P. Six and ICON Cash Flow Partners L.P.
Seven ("L.P.  Seven") formed 1997-B.  The  Partnership,  L.P. Six and L.P. Seven
have interests of 75.00%, 8.33% and 16.67%, respectively.

     The Partnership's  consolidated  financial  statements  include 100% of the
assets and  liabilities  and revenues and expenses of 1997-B.  L.P. Six and L.P.
Seven's  investments  in 1997-B has been  reflected  as  minority  interests  in
consolidated joint ventures on the balance sheets and minority interest (income)
expense  in  consolidated  joint  ventures  on the  consolidated  statements  of
operations.  1997-B  incurred a loss of  $1,867,111  in 2001 and the other joint
venturers  absorbed 25% of such loss,  or $466,777,  which amount is included in
minority interest income in 2001.

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

     ICON Cash Flow Partners L.L.C. II

     In March 1995 the Partnership and an affiliate,  L.P. Six, formed ICON Cash
Flow Partners L.L.C. II, ("ICON Cash Flow LLC II"), for the purpose of acquiring
and  managing  an  aircraft  subject to an  operating  lease  with a U.S.  based
commercial  airline.  In 1997, upon the scheduled  termination of the lease, the
aircraft was remarketed to Aeromexico  under a lease that is scheduled to expire
in November 2002. The Partnership and L.P. Six acquired  interests of 1% and 99%
respectively  in ICON Cash  Flow LLC II.  ICON  Cash  Flow LLC II  acquired  the
aircraft,  assuming non-recourse debt and utilizing  contributions received from
the  Partnership  and L.P. Six.  Profits,  losses,  excess cash and  disposition
proceeds  are  allocated  1% to  the  Partnership  and  99%  to  L.P.  Six.  The
Partnership's  investment in the joint venture is accounted for under the equity
method  whereby  the  Partnership's  investment  is  adjusted  by its  share  of
earnings, losses and distribution.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

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

                                        December 31, 2001      December 31, 2000
                                        -----------------      -----------------

Assets                                   $    17,090,554       $    17,715,748
                                         ===============       ===============

Liabilities                              $     9,926,812       $    11,075,944
                                         ===============       ===============

Equity                                   $     7,163,742       $     6,639,804
                                         ===============       ===============

Partnership's share of equity            $        71,638       $        66,398
                                         ===============       ===============

Net income                               $       523,938       $       733,704
                                         ===============       ===============

Partnership's share of net income        $         5,240       $         7,337
                                         ===============       ===============

     ICON Cash Flow Partners L.L.C. III


     In December 1996 the Partnership and an affiliate,  L.P. Seven, formed ICON
Cash Flow  Partners  L.L.C.  III ("ICON Cash Flow LLC III"),  for the purpose of
acquiring and managing an aircraft  currently on lease to Continental  Airlines,
Inc subject to a leveraged  lease that is scheduled to expire in March 2003. The
Partnership and L.P. Seven  contributed 1% and 99% of the cash required for such
acquisition,  respectively,  to ICON Cash  Flow LLC III.  ICON Cash Flow LLC III
acquired the aircraft,  assuming  non-recourse debt and utilizing  contributions
received from the Partnership and L.P. Seven.  Profits,  losses, excess cash and
disposition  proceeds are allocated 1% to the Partnership and 99% to L.P. Seven.
The  Partnership's  investment  in the joint  venture is accounted for under the
equity method, whereby the Partnership's  investment is adjusted by its share of
earnings, losses and distributions.


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

                                          December 31, 2001    December 31, 2000

Assets                                     $    4,853,818       $     4,357,647
                                           ==============       ===============

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

Equity                                     $    4,853,818       $     4,357,647
                                           ==============       ===============

Partnership's share of equity              $       48,538       $        43,576
                                           ==============       ===============

Net income                                 $      496,171       $       511,900
                                           ==============       ===============

Partnership's share of net income          $        4,962       $         5,119
                                           ==============       ===============


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     ICON Receivables 1997-A L.L.C.

     In March 1997, the  Partnership,  ICON Cash Flow Partners,  L.P.,  Series D
("Series D"), and L.P. Six, contributed and assigned equipment lease and finance
receivables  and  residuals to ICON  Receivables  1997-A L.L.C.  ("1997-A").  In
September  1997,  the  Partnership,  Series E and  L.P.  Seven  contributed  and
assigned  additional  equipment  lease and finance  receivables and residuals to
1997-A. The Partnership,  Series D, L.P. Six and L.P. Seven own 31.19%,  17.81%,
31.03% and 19.97% interests, respectively, in 1997- A.

     The  Partnership  accounts  for its  investment  in 1997-A under the equity
method of accounting.

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

                                         December 31, 2001    December 31, 2000

Assets                                    $     1,856,582      $     9,002,519
                                          ===============      ===============

Liabilities                               $     1,707,445      $     6,848,927
                                          ===============      ===============

Equity                                    $       149,137      $     2,153,592
                                          ===============      ===============

Partnership's share of equity             $        46,516      $       373,581
                                          ===============      ===============

Net loss                                  $    (2,004,455)     $      (661,929)
                                          ===============      ===============

Partnership's share of
  net loss                                $      (327,065)     $      (206,462)
                                          ===============      ===============

Distributions                             $        -           $       450,867
                                          ===============      ===============

Partnership's share of distributions      $        -           $       140,630
                                          ===============      ===============

     1997-A  recorded a provision for bad debts of $1,825,000 for the year ended
December 31, 2001 and $850,000 for the year ended December 31, 2000.

4.   Receivables Due in Installments

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

                              Finance
             Year             Leases            Financings           Total


              2002          $5,237,549          $3,519,855        $ 8,757,404
              2003           1,430,680           1,580,054          3,010,734
              2004             580,953           1,743,343          2,324,296
                            ----------          ----------        -----------

                            $7,249,182          $6,843,252        $14,092,434
                            ==========          ==========        ===========



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

5.   Investment in Operating Leases

     The investment in operating leases at December 31, 2001, 2000, and 1999
consisted of the following:
<TABLE>

                                                   2001            2000           1999
                                                   ----            ----           ----

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

Transfer from finance lease residual               846,858            --              --
                                              ------------    ------------    ------------

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

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

Depreciation expense                            (1,124,383)       (587,211)       (587,211)
                                              ------------    ------------    ------------

Accumulated depreciation, end of year           (5,708,777)     (4,584,394)     (3,997,183)
                                              ------------    ------------    ------------

Investment in operating leases, end of year   $ 15,846,065    $ 16,123,590    $ 16,710,801
                                              ============    ============    ============
</TABLE>


     In the second quarter of 2001,  the original lease term of power  generator
equipment accounted for as a direct finance lease expired. The residual value at
the expiration of the original  finance lease term was $846,858.  This lease was
renewed for a twelve month period and the  equipment  lease is now accounted for
as an operating lease.


     The  Partnership  has  $2,170,000  of  rentals  due  under   non-cancelable
operating leases, all of which is due in 2002.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued


6.   Allowance for Doubtful Accounts

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

                                          Finance
                                          Leases       Financings       Total

<S>                 <C> <C>            <C>            <C>            <C>
Balance at December 31, 1998           $   985,300    $   425,601    $ 1,410,901

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

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

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

Balance at December 31, 2000             1,287,212      1,235,231      2,522,443

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

Balance at December 31, 2001           $ 1,888,318    $ 1,214,557    $ 3,102,875
                                       ===========    ===========    ===========
</TABLE>


7.   Notes Payable


     The non-recourse notes payable are composed of:

(i)  Notes payable totaling $6,982,448 bearing interest at a fixed rate of 6.19%
     and are payable from receivables  related to the portfolio that secures the
     debt, and

(ii) $14,880,168 of other  non-recourse  notes bearing interest at rates ranging
     from 7.48% to 11.83%, $10,108,568 of which is secured by the aircraft on an
     operating  lease  with a net book  value of  approximately  $15,293,000  at
     December 31, 2001.




<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     The notes mature as follows:

                      Year                            Amount

                      2002                        $ 6,161,448
                      2003                         15,669,025
                      2004                             32,143
                                                  -----------

                                                  $21,862,616


8.   Related Party Transactions


     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its affiliates  for the years ended December 31, 2001,  2000 and 1999
are as follows:

                                                            Charged to
                                                            Operations


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

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

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

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

Management fees                                             $  537,237
Administrative expenses and reimbursements                     339,737
                                                            ----------

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

     In accordance  with the  Management  Agreement,  the  Partnership  pays the
General  Partner  management  fees based on a  percentage  of  rentals  received
(ranging  from 1% to 7%). In addition,  the General  Partner is  reimbursed  for
expenses  incurred by it in connection with the Partnership's  operations.  (See
Note 1 for  information  relating to  organization  and  offering  expenses  and
underwriting commissions).

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



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued


9.   Tax Information (Unaudited)


     The  following  reconciles  net income for  financial  statement  reporting
purposes to income for federal  income tax purposes for the years ended December
31,:
<TABLE>

                                                2001           2000           1999
                                                ----           ----           ----

Net income (loss) per financial statement
<S>                                         <C>            <C>            <C>
   reporting purposes                       $(1,395,324)   $   396,430    $ 2,242,510

Differences due to:
   Direct finance leases                      1,818,815      2,938,653      4,842,466
   Depreciation                              (2,839,850)    (4,142,464)    (5,719,775)
   Provision for losses                         580,432        478,812        (40,171)
   Loss on sale of equipment                   (543,376)    (1,171,655)      (392,115)
   Other                                       (162,269)     1,375,963       (135,838)
                                            -----------    -----------    -----------
Partnership income (loss) for
   federal income tax purposes              $(2,541,572)   $  (124,261)   $   797,077
                                            ===========    ===========    ===========
</TABLE>

     As of December 31, 2001,  the partners'  capital  accounts  included in the
financial  statements  totaled  $8,614,284  compared  to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $10,459,889  (unaudited).  The
difference  arises  primarily from temporary  differences  which are principally
accelerated  depreciation for tax purposes and the difference  between financial
statement  and tax  treatment  of  provisions  for  losses  and  finance  leases
partially offset by commissions and sales expense reported as a reduction in the
partners' capital for financial statement reporting purposes but not for federal
income tax purposes.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued


10.  Quarterly Financial Data (Unaudited)


      The following table is a summary of financial data by quarter for the
years ended December 31, 2001 and 2000:
<TABLE>

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

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

2001
<S>                                       <C>               <C>              <C>              <C>
     Revenues                             $     1,455,453   $    1,168,206   $    1,373,991   $ 1,390,282
                                          ===============   ==============   ==============   ===========

     Net income (loss) allocable to
        Limited partners                  $       157,160   $     (161,898)  $     (463,405)  $  (913,228)
                                          ===============   ==============   ==============   ===========

     Net income (loss) per weighted
        Average limited partnership unit  $          0.26   $        (0.27)  $        (0.76)  $     (1.50)
                                          ===============   ==============   ==============   ===========

2000
     Revenues                             $     1,828,783   $    1,729,583   $    1,528,500   $ 1,445,813
                                          ===============   ==============   ==============   ===========

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

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

     The  Partnership  recorded  provisions for bad debts in 2001 of $125,000 in
the first quarter, $150,000 in the second quarter, $780,114 in the third quarter
and $1,107,190 in the fourth quarter.




<PAGE>


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

                                December 31, 2001

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

     None

PART III

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

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

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

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

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

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

        Paul B. Weiss             President and Director

        Thomas W. Martin          Executive Vice President and Director

     Beaufort J. B. Clarke,  age 55, has been Chairman,  Chief Executive Officer
and Director of the General Partner since 1996.  Prior to his present  position,
Mr. Clarke was founder and the President and Chief Executive  Officer of Griffin
Equity  Partners,  Inc. Mr.  Clarke  formerly was an attorney  with Shearman and
Sterling  and has over 20 years of senior  management  experience  in the United
States leasing industry.

     Paul B. Weiss,  age 41, is President  and Director of the General  Partner.
Mr. Weiss has been exclusively engaged in lease acquisitions since 1988 from his
affiliations  with the General  Partner since 1996,  Griffin Equity Partners (as
Executive Vice President from 1993-1996);  Gemini Financial  Holdings (as Senior
Vice  President-Portfolio  Acquisitions  from  1991-1993)  and  Pegasus  Capital
Corporation (as Vice  President-Portfolio  Acquisitions from 1988-1991).  He was
previously an investment banker and a commercial banker.


<PAGE>


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

                                December 31, 2001

     Thomas W. Martin,  age 48, has been Executive Vice President of the General
Partner since 1996. Prior to his present position,  Mr. Martin was the Executive
Vice  President and Chief  Financial  Officer of Griffin Equity  Partners,  Inc.
(1993-1996), Gemini Financial Holdings (as Senior Vice President from 1992-1993)
and Chancellor Corporation (as Vice  President-Syndications from 1985-1992). Mr.
Martin has 17 years of senior management experience in the leasing business.

Item 11.  Executive Compensation

     The Partnership  has no directors or officers.  The General Partner and its
affiliates were paid or accrued the following compensation and reimbursement for
costs and expenses for the years ended December 31, 2001, 2000 and 1999.
<TABLE>

      Entity           Capacity      Type of Compensation          2001         2000        1999
      ------           --------      --------------------          ----         ----        ----
<S>                   <C>               <C>                      <C>          <C>          <C>

ICON Capital Corp. General Partner  Management fees             $ 537,237   $  748,178   $  928,946
ICON Capital Corp. General Partner  Administrative expense
                                      Reimbursements              339,737      458,930      539,853
                                                                ---------   ----------   ----------
                                                                $ 876,974   $1,207,108   $1,468,799
                                                                =========   ==========   ==========
</TABLE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

(b)  As of April 10, 2002,  Directors and Officers of the General Partner do not
     own any equity securities of the Partnership.

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

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

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


<PAGE>


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

                                December 31, 2001

Item 13.  Certain Relationships and Related Transactions

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

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

PART IV

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

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

     2.  Financial Statement Schedule - None.

          Schedules  not listed  above have been  omitted  because  they are not
          applicable or are not required or the  information  required to be set
          forth  therein  is  included  in the  Financial  Statements  or  Notes
          thereto.

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

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

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

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

(b)      Reports on Form 8-K

     No  reports on Form 8-K were filed by the  Partnership  during the  quarter
ended December 31, 2001.

(c)      Exhibits

(d)      Unconsolidated Joint Venture Financial Statements

         * ICON  Receivables  1997-A LLC - as of and for the years ended
           December 31, 2001 and 2000


<PAGE>











                         ICON Receivables 1997-A L.L.C.

                              Financial Statements

                           December 31, 2001 and 2000

                   (With Independent Auditors' Report Thereon)


<PAGE>













                          INDEPENDENT AUDITORS' REPORT


The Members ICON Receivables 1997-A L.L.C.

We have  audited the  accompanying  balance  sheets of ICON  Receivables  1997-A
L.L.C.  (the  "Company")  as of  December  31,  2001 and 2000,  and the  related
statements of  operations,  changes in members'  equity,  and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

As  discussed  in Note 1, the  Company is winding  down its  portfolio  and will
distribute  available cash to its members when all assets are liquidated and all
obligations are paid.

In our opinion,  the  consolidated  financial  statements  referred to the above
present  fairly,  in all  material  respects,  the  financial  position  of ICON
Receivables  1997-A L.L.C.  as of December 31 2001 and 2000,  and the results of
its operations and its cash flows for the years then ended,  in conformity  with
accounting principles generally accepted in the United States of America.


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


April 15, 2002
New York, New York



<PAGE>


                         ICON Receivables 1997-A L.L.C.

                                 Balance Sheets

                                  December 31,


         Assets                                       2001              2000
         ------                                       ----              ----

Cash                                             $    673,740      $    619,719
                                                 ------------      ------------

Investment in finance leases
   Minimum rents receivable                         2,984,147         4,594,866
   Estimated unguaranteed residual values             269,211           565,788
   Unearned income                                   (134,914)         (354,592)
   Allowance for doubtful accounts                 (2,174,224)         (786,560)
                                                 ------------      ------------
                                                      944,220         4,019,502
                                                 ------------      ------------

Investment in financings
   Minimum rents receivable                              -            4,570,567
   Unearned income                                       -             (245,371)
   Allowance for doubtful accounts                       -             (802,699)
                                                 ------------      ------------
                                                         -            3,522,497
                                                 ------------      ------------


Other assets                                          238,622           840,801
                                                 ------------      ------------

Total assets                                     $  1,856,582      $  9,002,519
                                                 ============      ============

    Liabilities and Members' Equity

Notes payable non-recourse                       $  1,157,730     $   5,016,098
Security deposits, deferred credits
 and other payables                                   549,715         1,832,829
                                                 ------------     -------------

Total liabilities                                   1,707,445         6,848,927
                                                 ------------     -------------

Members' equity                                       149,137         2,153,592
                                                 ------------     -------------

Total liabilities and members' equity            $  1,856,582     $   9,002,519
                                                 ============     =============












See accompanying notes to financial statement.


<PAGE>


                         ICON Receivables 1997-A L.L.C.

                            Statements of Operations

                        For the Years Ended December 31,

                                                 2001             2000
                                                 ----             ----

Revenue

  Finance income                            $    465,049    $    960,903
  Interest income and other                       56,001         135,580
  Gain on remarketing of equipment                26,997         161,410
                                            ------------    ------------

   Total revenues                                548,047       1,257,893
                                            ------------    ------------

Expenses

  General and administrative and
   other expenses                                531,747         450,902
  Interest expense                               195,755         618,920
  Provision for doubtful accounts              1,825,000         850,000
                                            ------------    ------------
  Total expenses                               2,552,502       1,919,822
                                            ------------    ------------

Net loss                                    $ (2,004,455)   $   (661,929)
                                            ============    ============


















See accompanying notes to financial statement.



<PAGE>


                         ICON Receivables 1997-A L.L.C.

                    Statements of Changes in Members' Equity

                 For the Years Ended December 31, 2001 and 2000

                                              Total

Balance at December 31, 1999            $    3,266,388
                                        --------------

Net loss                                      (661,929)

Distributions to members                      (450,867)
                                        --------------

Balance at December 31, 2000                 2,153,592

Net loss                                    (2,004,455)
                                        --------------

Balance at December 31, 2001            $      149,137
                                        ==============




















See accompanying notes to financial statement.


<PAGE>


                         ICON Receivables 1997-A L.L.C.

                            Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

                                                              2001          2000
                                                              ----          ----

Cash flows from operating activities:
<S>                                                      <C>            <C>
   Net loss                                              $(2,004,455)   $  (661,929)
                                                         -----------    -----------
   Adjustments to reconcile net income to
     net cash provided by operating activities:
   Gain from the sale of finance leases                      (26,997)      (161,410)
   Provision for doubtful accounts                         1,825,000        850,000
   Changes in operating assets and liabilities:
     Collection of principal                               4,476,202      5,518,901
     Other assets                                            602,179        349,534
     Security deposits, deferred credits and
      other payables                                      (1,283,114)       340,695
                                                         -----------    -----------

     Total adjustments                                     5,593,270      6,897,720
                                                         -----------    -----------

     Net cash provided by operating activities             3,588,815      6,235,791
                                                         -----------    -----------

Cash flows from investing activities:
   Proceeds from the sales of equipment                      323,574      1,379,988
                                                         -----------    -----------

  Net cash provided by investing activities                  323,574      1,379,988
                                                         -----------    -----------

Cash flows from financing activities:
   Principal payments on notes payable non-recourse       (3,858,368)    (8,193,119)
   Distributions to members                                     --         (450,867)
                                                         -----------    -----------

       Net cash used in investing activities              (3,858,368)    (8,643,986)
                                                         -----------    -----------

Net increase (decrease) in cash                               54,021     (1,028,207)

Cash at the beginning of the year                            619,719      1,647,926
                                                         -----------    -----------

Cash at the end of the year                              $   673,740    $   619,719
                                                         ===========    ===========

Supplemental information-interest paid                   $   194,555    $   640,625
                                                         ===========    ===========

</TABLE>








See accompanying notes to financial statement.


<PAGE>


                         ICON RECEIVABLES 1997-A L.L.C.

                          Notes to Financial Statement

                                December 31, 2001

1.  Organization

     ICON Receivables  1997-A L.L.C.  (the "Company"),  was formed in March 1997
and commenced  business  operations  in 1997.  In 1997,  ICON Cash Flow Partners
L.P.,  Series D ("Series D"), ICON Cash Flow Partners,  L.P.,  Series E ("Series
E"), ICON Cash Flow  Partners L.P. Six ("L.P.  Six") and ICON Cash Flow Partners
L.P. Seven ("L.P.  Seven") contributed and assigned equipment leases and finance
receivables and residuals to the Company.  The financial  statements reflect the
Company's  management  of such  contributed  assets.  Since its  formation,  the
Company has not entered into any new transactions other than owning and managing
the assets contributed for the benefit of the members. The Company is managed by
the General  Partner of the Company's  members.  The Company is winding down its
portfolio and will distribute  available cash to its members when all assets are
liquidated and all obligations are paid.

2.  Significant Accounting Policies

     Basis of Accounting and Presentation - The Company's records are maintained
on the accrual basis. The preparation of financial statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the dates of the financial  statements and the reported  amounts of revenues and
expenses  during the reporting  periods.  Actual results could differ from those
estimates.

     Leases - The Company's leases are accounted for as finance leases. As such,
the Company  recorded,  at the  inception of the lease,  the total minimum lease
payments receivable,  the estimated unguaranteed residual values and the related
unearned income.  Unearned income  represents the difference  between the sum of
the minimum lease payments receivable plus the estimated  unguaranteed  residual
minus the cost of the leased equipment. Unearned income is recognized as finance
income over the terms of the related leases using the interest method.

     Investment in Financings - Investment in financings  represented  the gross
receivables  due from the  financing  of  equipment  less the  related  unearned
income.  The unearned  income was recognized as finance income over the terms of
the receivables using the interest method.

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

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



<PAGE>


                         ICON RECEIVABLES 1997-A L.L.C.

                          Notes to Financial Statement

                                December 31, 2001

     Impairment of Estimated Residual Values - The Company's policy with respect
to impairment of estimated  residual  values is to review,  on a periodic basis,
the carrying  value of its residuals on an individual  assets basis to determine
whether events or changes in  circumstances  indicate that the carrying value of
an asset may not be recoverable  and,  therefore,  an impairment  loss should be
recognized. The events or changes in circumstances which generally indicate that
the residual  value of an asset has been  impaired are that the  estimated  fair
value of the underlying equipment is less than the Company's carrying value.

     The  Company  measures  its  impairment  loss as the  amount  by which  the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Company from release or resale of the equipment.

     Effective  January 1, 2002, the Company  adopted SFAS No. 144,  "Accounting
for the  Impairment  or Disposal of  Long-Lived  Assets"  (SFAS No.  144).  This
statement  requires that long-lived  assets be reviewed for impairment  whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying  amount of an asset to the future net cash flows
expected  to be  generated  by the asset.  If the  carrying  amount of the asset
exceeds its estimated  future cash flows, an impairment  charge is recognized by
the amount by which the carrying  amount of the asset  exceeds the fair value of
the asset.  SFAS No. 144 requires  companies to separately  report  discontinued
operations  and extends  that  reporting to a component of an entity that either
has been disposed of (by sale,  abandonment or in a distribution  to the owners)
or  classified  as held for sale.  Assets to be disposed of are  reported at the
lower of the carrying  amount or fair value less the costs to sell. The adoption
of SFAS No. 144 did not have any effect on the Company's  financial  position or
results of  operations  as the  provisions  of SFAS No.  144 are  similar to the
Company's current policy for impairment review.

3.   Finance Lease Receivables

     Non-cancelable minimum annual amounts due on finance leases at December 31,
2001 are as follows:


             Year           Amount

             2002      $   2,926,097
             2003             40,036
             2004             18,014
                       -------------

                       $   2,984,147

     The  Company's  allowance  for doubtful  accounts  relates to a significant
amount of past due receivables  which are reflected in the above table as due in
2002.


<PAGE>


                         ICON RECEIVABLES 1997-A L.L.C.

                          Notes to Financial Statement

                                December 31, 2001

4.   Allowance for Doubtful Accounts

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

Balance at December 31, 1999          $   101,122    $    66,788    $   167,910

    Recoveries on accounts
      previously written-off              274,938        296,411        571,349
    Provision for doubtful accounts       410,500        439,500        850,000
                                      -----------    -----------    -----------

Balance at December 31, 2000              786,560        802,699      1,589,259

    Accounts written-off                 (437,336)      (802,699)    (1,240,035)
    Provision for doubtful accounts     1,825,000           --        1,825,000
                                      -----------    -----------    -----------

Balance at December 31, 2001          $ 2,174,224    $      --      $ 2,174,224
                                      ===========    ===========    ===========

5.   Notes Payable

     The notes  payable are  non-recourse,  bear  interest at rates ranging from
6.435% to 6.95% and are secured by and payable from the  collections  of finance
lease receivables and proceeds from the sales of residuals.

6.       Other Assets

     Other assets include  amounts due from  affiliates of $206,421 and $263,700
at December 31, 2001 and 2000, respectively which represent amounts collected by
an affiliate on the Company's behalf.





<PAGE>


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

                                December 31, 2001

                                   SIGNATURES

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

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



Date:  April 15, 2002            /s/ Beaufort J.B. Clarke
                                 -----------------------------------------------

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

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacity and on the dates indicated.

ICON Capital Corp.
sole General Partner of the Registrant


Date:  April 15, 2002            /s/ Beaufort J.B. Clarke
                                 -----------------------------------------------

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



Date:  April 15, 2002            /s/ Paul B. Weiss
                                 -----------------------------------------------

                                 Paul B. Weiss
                                 President and Director



Date:  April 15, 2002            /s/ Thomas W. Martin
                                 -----------------------------------------------

                                 Thomas W. Martin
                                 Executive Vice President
                                 (Principal Financial and Accounting Officer)


Supplemental  Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrant Which have not Registered  Securities Pursuant to
Section 12 of the Act


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