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, 1996
                          -----------------------------------------------------

                                              or

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

For the transition period from ______________________ to _______________________

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

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

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

              600 Mamaroneck Avenue, Harrison, New York 10528-1632
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code          (914) 698-0600
                                                   -----------------------------

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, filed, pending effectiveness

--------------------------------------------------------------------------------
                                (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 1

                                     <PAGE>



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

                                December 31, 1996

                                TABLE OF CONTENTS


Item                                                               Page

PART I

1.  Business                                                       3-4

2.  Properties                                                       5

3.  Legal Proceedings                                                5

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

PART II

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

6.  Selected Consolidated Financial and Operating Data               6

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

8.  Consolidated Financial Statements and Supplementary Data     11-29

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                                               31-32

13. Certain Relationships and Related Transactions                  32

PART IV

14. Exhibits, Reports and Amendments                                33

SIGNATURES                                                          34

                                     Page 2

<PAGE>



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

                                December 31, 1996


PART I

Item 1.  Business

General Development of Business

    ICON Cash Flow Partners,  L.P., Series E (the  "Partnership")  was formed in
November  1991 as a Delaware  limited  partnership.  The  Partnership  commenced
business  operations  on its  initial  closing  date,  July 6,  1992,  with  the
admission  of  13,574.17  limited  partnership  units.  Between July 7, 1992 and
December 31, 1992, 236,021.97 additional units were admitted and from January 1,
1993 to July 31, 1993 (the final closing date), 360,815.37 additional units were
admitted  bringing the final admission to 610,411.51 units totaling  $61,041,151
in capital  contributions.  During 1994,  the  Partnership  redeemed 728 limited
partnership units, during 1995, the Partnership  redeemed 45 limited partnership
units and during 1996, the Partnership  redeemed 193 limited  partnership  units
leaving 609,446 units outstanding at December 31, 1996. The sole general partner
is ICON Capital Corp. (the "General Partner").

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 and  intends to  continue  to:  (1)  acquire a
diversified portfolio of short-term,  high-yield  investments;  (2) make monthly
cash distributions to its limited partners from cash from operations, commencing
with each limited partner's admission to the Partnership, continuing through the
reinvestment  period,  which  period  will  end no later  than  July  1998;  (3)
re-invest  substantially  all  undistributed  cash from operations and cash from
sales in additional equipment and financing transactions during the reinvestment
period; and (4) sell the Partnership's  investments and distribute the cash from
sales of such  investments to its limited  partners  within five and one-half to
seven and one-half  years of the final  closing  date.  In addition to acquiring
equipment and entering into leases,  the Partnership also (1) acquires equipment
already subject to leases  originated by affiliates and  non-affiliated  lessors
and (2)  enters  into  financing  transactions,  which  are (i)  secured  by the
equipment  financed  and  lease  revenues  therefrom  (if  any)  and  additional
collateral  as deemed  necessary by the credit  review  committee of the General
Partner and (ii) evidenced by the irrevocable obligation of the lessees.

    The equipment  leasing  industry is highly  competitive.  In initiating  its
leasing   transactions,   the  Partnership   competes  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  access  to more
favorable  financing.  Competitive  factors in the  equipment  leasing  business
primarily   involve   pricing  and  other  financial   arrangements,   equipment
remarketing capabilities and servicing of lessees.

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



                                     Page 3

                                     <PAGE>



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

                                December 31, 1996

Lease and Financing Transactions

    For the years ended  December 31, 1996 and 1995, the  Partnership  purchased
and leased or financed  $20,226,129  and $8,553,671 of equipment,  respectively,
with  a  weighted  average  initial  transaction  term  of  48  and  44  months,
respectively,  invested  $15,730,  a 1%  interest,  in a joint  venture  with an
affiliate in 1996 and invested $30,550,  a 1% interest,  in a joint venture with
an  affiliate  in 1995.  Included in the summary of  equipment  cost by category
below is 100% of the  equipment  cost  acquired by a joint  venture in which the
Partnership has a 99% interest.  The Partnership accounts for this investment by
consolidating  100% of the  assets  and  liabilities  of the joint  venture  and
reflecting, as a liability, the related minority interest. At December 31, 1996,
the weighted average initial  transaction term of the portfolio was 47 months. A
summary of the  portfolio  equipment  cost by category held at December 31, 1996
and 1995 is as follows:

                                 December 31, 1996         December 31, 1995
                               ---------------------     ---------------------


Category                            Cost      Percent        Cost       Percent

Aircraft                       $ 27,164,297    22.1%     $ 20,771,628    15.3%
Manufacturing & production       25,574,377    20.9        23,673,471    17.4
Furniture and fixtures           13,803,478    11.3        13,076,284     9.6
Retail Systems                   13,299,247    10.8        14,014,931    10.3
Restaurant equipment             11,013,259     9.0        11,613,145     8.6
Computer systems                 10,271,332     8.4        12,777,207     9.4
Telecommunications                9,299,933     7.6        10,064,035     7.4
Material handling                 4,457,982     3.6        15,240,811    11.2
Medical                           3,089,824     2.5         4,029,062     3.0
Automotive                        1,124,410      .9         5,883,381     4.3
Video Production                    622,702      .5           407,392      .3
Printing                            595,404      .5           681,853      .5
Audio                               487,212      .4                 -     -
Office equipment                    474,197      .4           689,801      .5
Construction                        286,762      .2           293,397      .2
Transportation                      223,867      .2           307,536      .2
Mining equipment                    209,052      .2           765,303      .6
Copiers                             159,043      .1           274,317      .2
Miscellaneous                       447,000      .4           913,234      .8
                              -------------   -----      ------------    -----

                              $ 122,655,010   100.0%     $135,805,923    100.0%
                              =============   =====      ============    =====

    The Partnership has one lease which individually represents greater than 10%
of the total  portfolio  equipment cost at December 31, 1996 and 1995. The lease
is for one 1988 MD-83 passenger  airplane with Alaska Air and the purchase price
of the  equipment  represents  16.9%  and  15.3%,  respectively,  of  the  total
portfolio equipment cost at December 31, 1996 and 1995.

                                     Page 4

                                     <PAGE>



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

                                December 31, 1996

Item 2.  Properties

    The  Partnership  neither owns nor leases  office space or equipment for the
purpose of managing its day-to-day  affairs.  The General  Partner has exclusive
control over all aspects of the business of the Partnership, including providing
any necessary  office space.  As such, the General  Partner is  compensated  for
services related to the management of the Partnership's business.

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 1996.

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,

                                          1996                 1995
                                          ----                 ----

Limited partners                         3,746                3,737
General Partner                              1                    1

                                     Page 5

                                     <PAGE>



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

                                December 31, 1996

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

                                                 Years Ended December 31,

                             1996          1995           1994           1993          1992
                             ----          ----           ----           ----          ----

<S>                   <C>           <C>              <C>            <C>            <C>
Total revenues        $  9,849,216  $  12,180,865    $ 11,574,281   $  10,234,651  $  490,347
                      ============  =============    ============   =============  ==========

Net income            $  2,243,883  $   1,585,802    $  1,527,095   $   1,499,573  $   93,611
                      ============  =============    ============   =============  ==========

Net income allocable
  to limited partners $  2,221,444  $   1,569,944    $  1,511,824   $   1,484,577  $   92,675
                      ============  =============    ============   =============  ==========

Net income allocable
  to the
  General Partner     $     22,439  $      15,858    $     15,271   $      14,996  $      936
                      ============  =============    ============   =============  ==========

Weighted average
  limited partnership
  units outstanding        609,503        609,650         610,080         489,966     112,552
                      ============  =============    ============   =============  ==========

Net income per
  weighted average limited
  partnership unit    $       3.64  $        2.58    $       2.48   $        3.03  $      .82
                      ============  =============    ============   =============  ==========

Distributions to
  limited partners    $  7,771,164  $   7,773,082    $  8,390,043   $   5,796,799  $  468,726
                      ============  =============    ============   =============  ==========

Distributions to the
  General Partner     $     78,496  $      78,512    $     78,582   $      58,637  $    4,735
                      ============  =============    ============   =============  ==========

                                                                      December 31,

                          1996            1995           1994            1993          1992
                          ----            ----           ----            ----          ----

Total assets     $  77,934,170    $ 95,508,881    $116,090,367    $106,951,054   $  30,762,426
                 =============    ============    ============    ============   =============

Partners' equity $  29,192,964    $ 34,807,701    $ 41,075,863    $ 48,065,883   $  21,211,216
                 =============    ============    ============    ============   =============
</TABLE>

    Since the  Partnership  commenced  operations  on July 6, 1992,  the initial
closing  date,  revenue  and  income  for 1992 does not  reflect  a full  year's
operations.

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

                                     Page 6

                                     <PAGE>



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

                                December 31, 1996

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

    For the years ended  December 31, 1996 and 1995, the  Partnership  leased or
financed   equipment   with  initial  costs  of  $20,226,129   and   $8,553,671,
respectively,  to 157 and 68 lessees or equipment users, respectively,  invested
$15,955,  a 1%  interest,  in a joint  venture  with an  affiliate  in 1996  and
invested $30,550,  a 1% interest,  in a joint venture with an affiliate in 1995.
The weighted average initial  transaction term related to these transactions was
48 and 44 months, respectively.  Included as equipment acquired for 1995 is 100%
of the equipment cost acquired by a joint venture in which the Partnership has a
99% interest. The Partnership accounts for this investment by consolidating 100%
of the  assets  and  liabilities  of the  joint  venture  and  reflecting,  as a
liability, the related minority interest.

    The Partnership's  portfolio consisted of net investments in finance leases,
financings,  operating  leases,  an  equity  investment  in  joint  venture  and
leveraged  leases of 51%, 25%,  24%, less than 1% and 0% of total  investment at
December 31, 1996,  respectively and 60%, 7%, 23%, less than 1% and 10% of total
investment at December 31, 1995, respectively.

Results of Operations for the Years Ended December 31, 1996 and 1995

    Revenues for the year ended December 31, 1996 were $9,849,216,  representing
a decrease  of  $2,331,649  or 19% from  1995.  The  decrease  in  revenues  was
primarily  attributable  to a  decrease  in income  from  leveraged  leases,  of
$2,404,244  or 92%,  a  decrease  in finance  income of  $244,575  or 5% , and a
decrease in interest  income and other of $15,474 or 4% from 1995.  The decrease
in these  revenues was  partially  offset by an increase in net gain on sales or
remarketing  of  equipment of $331,649 or 21% from 1995.  Income from  leveraged
leases decreased due to the sale of all of the underlying  equipment relating to
the  Partnership's  investment  in  leveraged  leases.  The overall  decrease in
finance income resulted from a decrease in the average size of the finance lease
portfolio  from  1995 to 1996.  Interest  income  and other  decreased  due to a
decrease in the average  cash  balance  from 1995 to 1996.  Net gain on sales or
remarketing of equipment  increased  primarily as the result of the  Partnership
selling its  investment in leveraged  leases.  The underlying  equipment,  which
consisted of towboats and barges was sold for a net gain of $997,606.

    Expenses for the year ended December 31, 1996 were $7,605,333,  representing
a decrease  of  $2,989,730  or 28% from  1995.  The  decrease  in  expenses  was
primarily attributable to a decrease in interest expense of $1,420,168 or 32%, a
decrease in  amortization of initial direct costs of $642,545 or 42%, a decrease
in  management  fees of $476,233 or 30%, a decrease  in  administrative  expense
reimbursements  of  $221,668 or 28%, a decrease  in  provision  for bad debts of
$200,000 or 33% and a decrease in general and administrative  expense of $30,069
or 5% from 1995.  Interest  expense  decreased  due to a decrease in the average
debt  outstanding  from 1995 to 1996.  The decrease in  amortization  of initial
direct costs, management fees, administrative expense reimbursements and general
and  administrative  fees  resulted  from a decrease in the average  size of the
portfolio  from  1995  to  1996.  Depreciation  expense  decreased  due  to  the
Partnership's reduced investment in operating leases. As a result of an analysis
of  delinquency,  an assessment of overall risk and a review of historical  loss
experience, it was determined that a lesser provision for bad debts was required
for the year ended December 31, 1996.

    Net income for the years ended December 31, 1996 and 1995 was $2,243,883 and
$1,585,802,   respectively.   The  net  income  per  weighted   average  limited
partnership unit was $3.64 and $2.58 for 1996 and 1995, respectively.


                                     Page 7

                                     <PAGE>



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

                                December 31, 1996

Results of Operations for the Years Ended December 31, 1995 and 1994

    Revenues for the year ended December 31, 1995 were $12,180,865, representing
an increase of $606,584 or 5% from 1994.  The increase in revenues was primarily
attributable  to an  increase  in rental  income of  $2,004,038,  an increase in
income from leveraged leases of $1,770,363,  an increase in net gain on sales or
remarketing of equipment of $982,365 and income from equity  investment in joint
venture of $4,895 from 1994. The increase in these revenues was partially offset
by a decrease in finance  income of $3,792,875 or 44% and a decrease in interest
income  and  other  of  $362,202  or 45%.  Rental  income  increased  due to the
Partnership's  increased average investment in operating leases. The increase in
income from leveraged  leases  resulted from the accretion of the  Partnership's
equity investment.  Net gain on sales or remarketing of equipment  increased due
to an increase in the number of leases  maturing,  and the underlying  equipment
being sold or remarketed,  for which the proceeds received were in excess of the
remaining  carrying  value of the  equipment.  The  overall  decrease in finance
income  resulted  from a  decrease  in the  average  size of the  finance  lease
portfolio  from  1994 to 1995.  Interest  income  and other  decreased  due to a
decrease in the average cash balance from 1994 to 1995.

    Expenses for the year ended December 31, 1995 were $10,595,063, representing
an increase of $547,877 or 5% from 1994.  The increase in expenses was primarily
attributable to an increase in depreciation expense of $772,234,  an increase in
the  provision   for  bad  debts  of  $350,000,   an  increase  in  general  and
administrative  expense of $199,793 or 45%,  an increase in  management  fees of
$49,060 or 3% and minority  interest in joint  venture of $5,438 from 1994.  The
increase  in these  expenses  was  partially  offset by a decrease  in  interest
expense of $491,248 or 10%, a decrease in  amortization  of initial direct costs
of $310,209 or 17% and a decrease in  administrative  expense  reimbursements of
$27,191 or 3%. Depreciation  expense increased due to an increase in the average
size of the  operating  lease  portfolio  from  1994 to 1995.  As a result of an
analysis  of  delinquency,  an  assessment  of  overall  risk  and a  review  of
historical loss experience,  it was determined that a greater  provision for bad
debts was required for the year ended December 31, 1995. The increase in general
and  administrative  expense was due primarily to costs incurred relating to the
revolving credit facility.  Interest expense  decreased due to a decrease in the
average debt  outstanding  from 1994 to 1995.  The decrease in  amortization  of
initial direct costs and administrative expense  reimbursements  resulted from a
decrease in the average size of the portfolio from 1994 to 1995. Management fees
remained relatively constant from 1994 to 1995.

    Net income for the years ended December 31, 1995 and 1994 was $1,585,802 and
$1,527,059,   respectively.   The  net  income  per  weighted   average  limited
partnership unit was $2.58 and $2.48 for 1995 and 1994, respectively.

Liquidity and Capital Resources

    The  Partnership's  primary sources of funds in 1996, 1995 and 1994 were net
cash  provided  by  operations  of  $13,210,339,   $8,768,414  and  $17,597,929,
respectively,  proceeds from sales of equipment of  $10,358,637,  $7,419,261 and
$6,492,842,  respectively,  and  proceeds  from a revolving  credit  facility of
$13,780,000 and $7,400,000 in 1996 and 1995, respectively. These funds were used
to  purchase  equipment,  to fund cash  distributions  and to make  payments  on
borrowings. The Partnership intends to continue to purchase additional equipment
and to fund cash distributions  utilizing cash provided by operations,  proceeds
from expected  sales of equipment and additional  borrowings  from its revolving
credit facility.



                                     Page 8

                                     <PAGE>



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

                                December 31, 1996

    The  Partnership  had  notes  payable  at  December  31,  1996  and  1995 of
$47,168,921 and $56,142,025,  respectively, as a result of borrowings secured by
equipment.   These  amounts   consisted  of  $29,300,493   and   $39,948,198  in
non-recourse  notes which are being paid directly to the lenders by the lessees,
respectively,  $4,868,428 and $4,467,663 in  non-recourse  residual value notes,
respectively,  which will be paid to the extent proceeds are available in excess
of  the  Partnership's   estimated  unguaranteed  residuals  and  $4,326,164  in
non-recourse - securitization notes in 1995.

     The Partnership  entered into a revolving credit agreement (the "Facility")
in  December  1994,  which was  amended  in 1995 and 1996.  The  maximum  amount
available  under the Facility is  $25,000,000,  and at December  31,  1996,  the
Partnership had $16,541,834 available for borrowing under the Facility, of which
$13,000,000 was outstanding.

    On December 13, 1996, the Partnership exercised its early termination option
by paying  $1,886,874 to retire the balance of the notes payable,  non-recourse,
securitization.  The Partnership was able to fund this from lower rate borrowing
capability it achieves from its revolving credit facility.

    On December 31,  1996,  the  Partnership  and an  affiliate,  ICON Cash Flow
Partners,  L.P. Seven ("L.P. Seven"),  formed ICON Cash Flow Partners L.L.C. III
("ICON  Cash Flow LLC  III"),  for the  purpose of  acquiring  and  managing  an
aircraft currently on lease to Continental Airlines, Inc. The aircraft is a 1976
McDonnell Douglas DC-10-30.  The Partnership and L.P. Seven contributed  $15,955
(1%)  and  $1,579,514   (99%)  of  the  cash  required  for  such   acquisition,
respectively,  to ICON Cash Flow LLC III.  ICON Cash Flow LLC III  acquired  the
aircraft,  assuming $9,309,759 in non-recourse debt and utilizing  contributions
received  from  the  Partnership  and  L.P.  Seven.  The  purchase  price of the
transaction  totaled  $10,905,228.  The lease is a leveraged lease and the lease
term  expires  in April  2003.  Profits,  losses,  excess  cash and  disposition
proceeds  are  allocated  1% to the  Partnership  and  99% to  L.P.  Seven.  The
Partnership's investment in ICON Cash Flow LLC III has been reflected as "Equity
investment in joint venture."

    Included in the  Partnership's  acquisitions for the year ended December 31,
1996 is a financing transaction in the amount of $5,690,161. This represents the
financing of excess cash, or free cash, which results from lease rental payments
being greater than senior debt payments on a leveraged  lease.  The financing is
secured  by  the  underlying  equipment,  a  1983  Airbus  A300B4-203  aircraft,
currently on lease to A.I. Leasing II, Inc.  Subsequent to this financing,  ICON
Cash Flow  Partners  L.P. Six ("L.P.  Six"),  an  affiliate of the  Partnership,
acquired the residual,  or equity,  interest in the leveraged lease, and assumed
the related  outstanding  non-recourse  senior and junior  debt.  On January 29,
1997,  L.P. Six  re-financed the free cash portion of the leveraged lease with a
third party. As a result of this re-financing, the Partnership received proceeds
of $5,792,043 and terminated its interest in the leveraged lease.

    On  January  28,  1997,  the  Partnership  lent  $7,780,328  to  ICON  Asset
Acquisition,  a joint venture limited liability  corporation formed by ICON Cash
Flow Partners  L.P.,  Series B (8.93%  interest),  ICON Cash Flow Partners L.P.,
Series C  (13.39%  interest)  and ICON  Cash  Flow  Partners  L.P.  Six  (77.68%
interest),  all affiliates of the Partnership.  This is a short term note, which
bears interest at the rate of 8%, which is the Partnership's approximate cost of
funds, and is expected to be paid in full by June 30, 1997.



                                     Page 9

                                     <PAGE>




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

                                December 31, 1996

    Cash  distributions to the limited partners for the years ended December 31,
1996, 1995 and 1994, which were paid monthly, totaled $7,771,164, $7,773,082 and
$8,390,043,  respectively  of which  $2,221,444,  $1,569,944  and $1,511,824 was
investment  income and  $5,549,720,  $6,203,138  and  $6,878,219 was a return of
capital,  respectively. The monthly annualized cash distribution rate to limited
partners for the years ended December 31, 1996, 1995 and 1994 was 12.75%, 12.75%
and 13.75%,  of which 3.64%,  2.58% and 2.48% was  investment  income and 9.11%,
10.17%  and  11.27%  was a return  of  capital,  respectively,  calculated  as a
percentage of each partners' initial capital contribution. The distribution rate
for  1994  was  affected  by  the  Partnership  paying  a  one-time   additional
distribution equal to 1% of each limited partners' capital contribution on April
1, 1994. The limited partner  distribution per weighted average unit outstanding
for the years ended  December  31,  1996,  1995 and 1994 was $12.75,  $12.75 and
$13.75, of which $3.64, $2.58 and $2.48 was investment income and $9.11,  $10.17
and $11.27 was a return of capital, respectively.

    As of December 31, 1996,  except as noted above,  there were no known trends
or demands,  commitments,  events or uncertainties  which are likely to have any
material  effect on  liquidity.  As cash is realized from  operations,  sales of
equipment, and borrowings,  the Partnership will continue to invest in equipment
leases and financings where it deems it to be prudent while retaining sufficient
cash to meet its reserve  requirements and recurring  obligations as they become
due.

Accounting Developments

    In June 1996 the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards ("SFAS") No. 125, "Accounting for Transfers and
Servicing of Financial Assets and  Extinguishments of Liabilities." SFAS No. 125
establishes,  among other things, criteria for determining whether a transfer of
financial  assets is a sale or a secured  borrowing  effective for all transfers
occurring  after December 31, 1996. The adoption of SFAS No. 125 is not expected
to have a material impact on the Partnership's  net income,  partners' equity or
total assets.

                                     Page 10

                                     <PAGE>



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

                                December 31, 1996

Item 8.  Consolidated Financial Statements and Supplementary Data

                   Index to Consolidated Financial Statements
                                                                    Page Number

Independent Auditors' Report                                            13

Consolidated Balance Sheets as of December 31, 1996 and 1995            14

Consolidated Statements of Operations for the Years Ended
  December 31, 1996, 1995 and 1994                                      15

Consolidated Statements of Changes in Partners' Equity for the
  Years Ended December 31, 1996, 1995 and 1994                          16

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1996, 1995 and 1994                                   17-18

Notes to Consolidated Financial Statements                           19-29


                                     Page 11

                                     <PAGE>







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

                        Consolidated Financial Statements

                                December 31, 1996

                   (With Independent Auditors' Report Thereon)


                                     Page 12

<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,
1996 and 1995, 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,  1996.  These  consolidated  financial  statements  are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

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, 1996 and 1995,  and the results of
its operations and its cash flows for each of the years in the three-year period
ended  December 31, 1996,  in  conformity  with  generally  accepted  accounting
principles.










March 7, 1997
New York, New York

                                     Page 13

                                     <PAGE>



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

                           Consolidated Balance Sheets

                                  December 31,
<TABLE>
                                                                1996           1995
                                                                ----           ----
       Assets

<S>                                                      <C>             <C>
Cash                                                     $  1,203,626    $  5,826,646
                                                         ------------    ------------

Investment in finance leases
  Minimum rents receivable                                 31,294,210      44,696,273
  Estimated unguaranteed residual values                   11,769,952      12,388,734
  Initial direct costs                                        498,927       1,046,622
  Unearned income                                          (4,515,040)     (6,988,215)
  Allowance for doubtful accounts                            (844,709)       (783,475)
                                                         ------------    ------------
                                                           38,203,340      50,359,939
Investment in financings
  Receivables due in installments                          23,057,131      10,027,184
  Initial direct costs                                        136,330          54,798
  Unearned income                                          (3,699,855)     (1,496,344)
  Allowance for doubtful accounts                            (263,231)       (354,969)
                                                         ------------    ------------
                                                           19,230,375       8,230,669
Investment in operating leases
  Equipment, at cost                                       20,771,628      20,771,628
  Initial direct costs                                         81,600         408,000
  Accumulated depreciation                                 (2,388,850)     (1,327,139)
                                                         ------------    ------------
                                                           18,464,378      19,852,489

Net investment in leveraged leases                                   -      5,971,629
                                                         -------------   ------------

Other assets                                                  775,161       5,232,064
                                                         ------------    ------------

Equity investment in joint venture                             57,290          35,445
                                                         ------------    ------------

Total assets                                             $ 77,934,170    $ 95,508,881
                                                         ============    ============

       Liabilities and Partners' Equity

Notes payable - non-recourse                             $ 34,168,921    $ 44,415,861
Note payable - revolving credit facility                   13,000,000       7,400,000
Security deposits and deferred credits                        887,257       1,071,729
Accounts payable - other                                      461,109       1,559,564
Accounts payable to General Partner and
  affiliates, net                                             106,642              -
Accounts payable - equipment                                   71,553       1,886,138
Minority interest in consolidated joint venture                45,724          41,724
Note payable - non-recourse - securitization                         -      4,326,164
                                                         -------------   ------------
                                                           48,741,206      60,701,180
Commitments and contingencies

Partners' equity (deficiency)
  General Partner                                            (228,462)       (172,405)
  Limited partners (609,446 and 609,639
    units outstanding, $100 per unit original
    issue price in 1996 and 1995, respectively)            29,421,426      34,980,106
                                                         ------------    ------------

     Total partners' equity                                29,192,964      34,807,701
                                                         ------------    ------------

Total liabilities and partners' equity                   $ 77,934,170    $ 95,508,881
                                                         ============    ============


</TABLE>

See accompanying notes to consolidated financial statements.

                                               Page 14

<PAGE>



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

                      Consolidated Statements of Operations

                        For the Years Ended December 31,

<TABLE>

                                                   1996           1995              1994
                                                   ----           ----              ----
Revenues

<S>                                            <C>             <C>              <C>
   Finance income                              $4,577,306      $ 4,821,881      $ 8,614,756
   Rental income                                2,708,772        2,708,772          704,734
   Net gain on sales or remarketing
     of equipment                               1,942,041        1,610,392          628,027
   Interest income and other                      414,690          430,164          792,366
   Income from leveraged leases, net              200,517        2,604,761          834,398
   Income from equity investment in joint venture   5,890            4,895               -
                                                 --------      -----------      ----------

   Total revenues                               9,849,216       12,180,865       11,574,281
                                               ----------      -----------      -----------

Expenses

   Interest                                     2,957,534        4,377,702        4,868,950
   Management fees - General Partner            1,120,336        1,596,569        1,547,509
   Depreciation                                 1,061,711        1,061,712          289,478
   Amortization of initial direct costs           887,960        1,530,505        1,840,714
   General and administrative                     608,293          638,362          438,569
   Administrative expense reimbursements
     - General Partner                            563,107          784,775          811,966
   Provision for bad debts                        400,000          600,000          250,000
   Minority interest in joint venture               6,392            5,438               -
                                               ----------      -----------      ----------

   Total expenses                               7,605,333       10,595,063       10,047,186
                                               ----------      -----------      -----------

Net income                                     $2,243,883      $ 1,585,802      $ 1,527,095
                                               ==========      ===========      ===========

Net income allocable to:
   Limited partners                            $2,221,444      $ 1,569,944      $ 1,511,824
   General Partner                                 22,439           15,858           15,271
                                               ----------      -----------      -----------

                                               $2,243,883      $ 1,585,802        1,527,095
                                               ==========      ===========      ===========

Weighted average number of limited
   partnership units outstanding                  609,503          609,650          610,080
                                               ==========      ===========      ===========

Net income per weighted average
   limited partnership unit                    $     3.64      $      2.58      $      2.48
                                               ==========      ===========      ===========


</TABLE>


See accompanying notes to consolidated financial statements.

                                     Page 15

<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, 1996, 1995 and 1994
<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, 1993                              $  48,112,323   $ (46,440)  $ 48,065,883

Cash distributions to partners    $11.27       $ 2.48        (8,390,043)    (78,582)    (8,468,625)

Limited partnership units redeemed
   (728 units)                                                  (48,490)           -       (48,490)

Net income                                                    1,511,824      15,271      1,527,095
                                                          -------------   ---------   ------------

Balance at December 31, 1994                                 41,185,614    (109,751)    41,075,863

Cash distributions to partners    $10.17       $ 2.58        (7,773,082)    (78,512)    (7,851,594)

Limited partnership units redeemed
   (45 units)                                                    (2,370)           -        (2,370)

Net income                                                    1,569,944      15,858      1,585,802
                                                          -------------   ---------   ------------

Balance at December 31, 1995                                 34,980,106    (172,405)    34,807,701

Cash distribution to partners     $ 9.11       $ 3.64        (7,771,164)    (78,496)    (7,849,660)

Limited partnership units redeemed
   (193 units)                                                   (8,960)            -       (8,960)

Net income                                                    2,221,444      22,439      2,243,883
                                                          -------------   ---------   ------------

Balance at December 31, 1996                              $  29,421,426   $(228,462)  $ 29,192,964
                                                          =============   =========   ============


</TABLE>









See accompanying notes to consolidated financial statements.

                                     Page 16

                                     <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>

                                                           1996         1995          1994
                                                           ----         ----          ----
Cash flows from operating activities:
<S>                                                    <C>          <C>           <C>
   Net income                                          $ 2,243,883  $ 1,585,802   $  1,527,095
                                                       -----------  -----------   ------------
   Adjustments to reconcile net income to
    net cash provided by operating activities:
      Depreciation                                       1,061,711    1,061,712        289,478
      Allowance for doubtful accounts                      487,729      664,668       (699,424)
      Rental income-assigned operating lease receivables(2,708,772)  (2,484,675)       (27,542)
      Finance income portion of receivables paid directly
        to lenders by lessees                           (1,841,636)  (3,019,036)    (3,527,840)
      Amortization of initial direct costs                 887,960    1,530,505      1,840,714
      Net gain on sales or remarketing of equipment     (1,942,041)  (1,610,392)      (628,027)
      Interest expense on non-recourse financing
        paid directly by lessees                         2,119,196    3,327,109      3,027,291
      Interest expense accrued on recourse debt            369,823      185,702        161,953
      Collection of principal - non-financed receivables 8,825,469   13,144,862     17,215,689
      Collection of principal - leveraged leases                -       158,817        310,360
      Income from leveraged leases, net                   (200,517)  (2,604,761)      (834,398)
      Income from equity investment in joint venture        (5,890)      (4,895)            -
      Change in operating assets and liabilities:
         Other assets                                    4,456,903   (4,164,324)      (581,703)
         Security deposits and deferred credits           (184,472)     356,467       (104,231)
         Accounts payable - other                       (1,098,455)     756,589       (207,749)
         Accounts payable to General Partner
           and affiliates, net                             106,642     (228,947)      (351,414)
         Minority interest in joint venture                  4,000        3,045             -
         Other, net                                       (628,806)     110,166        187,677
                                                       -----------  -----------   ------------
           Total adjustments                            10,966,456    7,182,612     16,070,834
                                                       -----------  -----------   ------------

        Net cash provided by operating activities       13,210,339    8,768,414     17,597,929
                                                       -----------  -----------   ------------

Cash flows from investing activities:
   Proceeds from sales of equipment                     10,358,637    7,419,261      6,492,842
   Equipment and receivables purchased                 (21,495,108)  (9,562,564)   (18,337,732)
   Initial direct costs                                    (80,408)     (83,106)    (2,286,564)
   Investment in joint venture                             (15,955)     (30,550)            -
                                                       -----------  -----------   -----------

         Net cash used in investing activities         (11,232,834)  (2,256,959)   (14,131,454)
                                                       -----------  -----------   ------------

Cash flows from financing activities:
   Proceeds from revolving credit facility              13,780,000    7,400,000           -
   Principal payments on secured financing             (12,521,905)  (6,988,383)   (11,595,747)
   Cash distributions to partners                       (7,849,660)  (7,851,594)    (8,468,625)
   Redemption of limited partnership units                  (8,960)      (2,370)       (48,490)
   Principal payments on non-recourse debt
      leveraged lease                                            -           -        (776,182)
                                                       -----------  -----------   ------------

         Net cash used in financing activities          (6,600,525)  (7,442,347)   (20,889,044)
                                                       -----------  -----------   ------------

   Net decrease in cash                                 (4,623,020)    (930,892)   (17,422,569)

Cash at beginning of year                                5,826,646    6,757,538     24,180,107
                                                       -----------  -----------   ------------

Cash at end of year                                    $ 1,203,626  $ 5,826,646   $  6,757,538
                                                       ===========  ===========   ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                     Page 17

                                     <PAGE>



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

                      Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

   Interest expense of $2,957,534, $4,377,702 and $4,868,950 for the years ended
December 31, 1996, 1995 and 1994 consisted of: interest  expense on non-recourse
financing  accrued  or paid  directly  to  lenders  by  lessees  of  $2,307,348,
$3,512,811 and $3,189,244, respectively; non-recourse securitization interest of
$243,397,  $738,442 and $1,641,031 respectively;  recourse interest of $369,577,
$112,560 and $38,675 respectively, and other interest of $37,212, $13,889 and $0
respectively.

   During the years ended December 31, 1996, 1995 and 1994,  non-cash activities
included the following:
<TABLE>

                                                   1996               1995            1994
                                                   ----               ----            ----
Non-recourse notes payable assumed in
<S>                                         <C>               <C>               <C>
  purchase price - finance and operating lea$          -      $  3,027,906      $ 41,488,619
Accounts payable - equipment                           -         1,141,768         7,249,042
Fair value of equipment and receivables
  purchased for debt and payables                      -        (4,169,674)      (48,737,661)

Principal and interest on finance receivables
  paid directly to lender by lessees          10,204,662        19,394,364        13,594,900
Rental Income
  - assigned operating lease receivables         677,193         2,484,675            27,542
Principal and interest on non-recourse financing
  paid directly by lessees                   (10,881,855)      (21,879,039)      (13,622,442)

Decrease in investment in finance leases due
  to terminations                              3,370,870           755,449           159,605
Decrease in notes payable-non-recourse due to
  terminations                                (3,370,870)         (755,449)         (159,605)
                                            ------------      ------------      ------------

                                            $         -       $         -       $        -
                                            ============      ============      ==========
</TABLE>



                                     Page 18

                                     <PAGE>



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

                   Notes to Consolidated Financial Statements

                                December 31, 1996

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.
During 1994, the Partnership redeemed 728 limited partnership units, during 1995
the  Partnership  redeemed 45 limited  partnership  units and during  1996,  the
Partnership  redeemed 193 limited  partnership  units  leaving  609,446  limited
partnership units outstanding at December 31, 1996.

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

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

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

2.  Significant Accounting Policies

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

    Certain  reclassifications  have been  made to prior  years'  statements  to
conform to the 1996 presentation.

    Leases - The  Partnership  accounts  for  owned  equipment  leased  to third
parties as finance leases,  leveraged  leases or operating  leases.  For finance
leases,  the  Partnership  records,  at the  inception  of the lease,  the total
minimum lease payments receivable,  the estimated  unguaranteed residual values,
the initial direct costs related to the leases and the related  unearned income.
Unearned income  represents the difference  between the sum of the minimum lease
payments receivable plus the estimated  unguaranteed  residual minus the cost of
the leased  equipment.  Unearned income is recognized as finance income over the
terms of the related leases using the interest  method.  The  Partnership's  net
investment in leveraged  leases  consists of minimum lease payments  receivable,
the estimated unguaranteed residual

                                     Page 19

                                     <PAGE>



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

             Notes to Consolidated Financial Statements - Continued

values and the initial  direct costs related to the leases,  net of the unearned
income and principal  and interest on the related  non-recourse  debt.  Unearned
income is recognized as income from leveraged  leases over the life of the lease
at a constant  rate of return on the  positive  net  investment.  For  operating
leases,  equipment is recorded at cost and is depreciated  on the  straight-line
method  over the lease  terms to their  estimated  fair  market  values at lease
terminations.  Related lease rentals are recognized on the straight-line  method
over the lease terms. Billed and uncollected operating lease receivables, net of
allowance for doubtful  accounts,  are included in other assets.  Initial direct
costs of finance leases and leveraged  leases are  capitalized and are amortized
over the terms of the related leases using the interest  method.  Initial direct
costs of operating  leases are  capitalized  and amortized on the  straight-line
method over the lease terms.  The  Partnership's  leases have terms ranging from
two to eight  years.  Each lease is  expected to provide  aggregate  contractual
rents that, along with residual  proceeds,  return the Partnership's cost of its
investments along with investment income.

    Securitization - In March and May 1993 the Partnership purchased,  utilizing
the proceeds of  non-recourse  debt from Sun Life  Insurance  Company of America
("Sun"),  two portfolios  consisting of leases and financings (the  "Portfolio")
from  Southern  New England  Telephone  Credit Corp.  The purchase  price of the
Portfolio  totaled  $50,121,864.  On May 14, 1993 the Portfolio was  securitized
whereby  the  Partnership  became  the  beneficial  owner of a trust and Sun the
lender to the trust.  The trustee for the trust is Texas  Commerce Bank ("TCB").
In  conjunction  with  this,  the  Portfolio  as well as the  General  Partner's
servicing  capabilities were rated "A" by Duff & Phelps, a nationally recognized
rating agency.  The General Partner,  as servicer,  is responsible for managing,
servicing,  reporting on and administering the Portfolio. The Partnership remits
all monies received from the Portfolio to TCB. TCB is responsible for disbursing
to Sun its respective  principal and interest and to the  Partnership the excess
of cash collected over debt service from the Portfolio. The Partnership accounts
for this  investment as an investment in finance  leases and  financings.  Sun's
loan to the trust is accounted  for as  non-recourse  debt on the  Partnership's
financial statements. All monies received and remitted to TCB from the Portfolio
are  accounted  for as a  reduction  in  related  finance  lease  and  financing
receivables  and all amounts paid to Sun by TCB are accounted for as a reduction
of non-recourse debt. On December 13, 1996, the Partnership  exercised its early
termination option by paying $1,886,874 to retire the balance of the Sun note.

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

    Disclosures  About  Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments.  The fair value of certain debt obligations are disclosed in Note 8
to the consolidated financial statements. Fair value information with respect to
the  Company's  assets and certain  non-recourse  notes  payable 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  approximates market value and (iii) fair value information
concerning certain  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 on a lease by lease basis.

     Equity  Investment  in Joint  Venture - The  Partnership  accounts  for its
equity  investment  in joint  venture  under the  equity  method of  accounting.
Therefore,  the  Partnership's  original  investment was recorded at cost and is
adjusted by its share of earnings, losses and distributions thereafter.


                                     Page 20

                                     <PAGE>



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

             Notes to Consolidated Financial Statements - Continued

     Redemption of Limited  Partnership Units - The General Partner consented to
the partnership  redeeming 728 limited partnership units during 1994, 45 limited
partnership units during 1995 and 193 limited partnership units during 1996. The
redemption amount was calculated  following the specific  redemption  formula in
accordance with the Partnership agreement.  Redeemed units have no voting rights
and do not share in distributions.  The Partnership  agreement limits the number
of units  which can be redeemed  in any one year and  redeemed  units may not be
reissued.  Redeemed limited  partnership  units are accounted for as a deduction
from partners equity.

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

    Impairment  of  Estimated  Residual  Values - In March 1995,  the  Financial
Accounting  Standards Board issued SFAS No. 121,  "Accounting for the Impairment
of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed  Of," which is
effective beginning in 1996.

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

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

    As a result,  the  Partnership's  policy  with  respect to  measurement  and
recognition of an impairment loss  associated with estimated  residual values is
consistent  with  the  requirements  of  SFAS  No.  121  and,   therefore,   the
Partnership's  adoption of this  Statement  in the first  quarter of 1996 had no
material effect on the financial statements.

    Minority  Interest in  Consolidated  Joint Venture - The  Partnership and an
affiliate,  ICON Cash Flow Partners L.P. Six ("ICON Cash Flow Six")  contributed
99% and 1%,  respectively,  to a joint venture.  The Partnership's  consolidated
financial  statements  include 100% of the assets and  liabilities  of the joint
venture. ICON Cash Flow Six's investment in the joint venture has been reflected
as  "minority  interest in joint  venture."  (See Note 7 -  Investment  in Joint
Ventures).

    Consolidation - The consolidated  financial  statements include the accounts
of the Partnership, its wholly owned subsidiary, ICON E Corp. and ICON Cash Flow
LLC I. All intercompany accounts and transactions have been eliminated.

    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.

                                     Page 21

                                     <PAGE>



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

             Notes to Consolidated Financial Statements - Continued

3.  Net Investment in Leveraged Leases

    The Partnership  initially acquired leveraged leases costing  $13,515,883 in
October 1992.  These leases were with Indiana and Michigan Power Company and the
underlying  equipment  consisted of towboats and barges.  In November  1994, the
Partnership  acquired an  additional  leveraged  lease costing  $3,988,644.  The
additional lease was with USX Corporation and the underlying equipment consisted
of annealing furnace bases.

    On June 30, 1995, 180 days prior to the USX lease expiration, USX elected to
exercise their fair market value purchase option. The sale price was $4,379,000,
which  resulted in a net gain of $685,337 after paying  expenses  related to the
sale and $775,384  relating to a residual sharing  agreement.  The sale proceeds
were received on January 5, 1996,  and therefore are included in other assets as
of December 31, 1995.

    On April 23, 1996 the Partnership sold its beneficial  interest in the trust
which owned the  towboats  and barges that were on lease to Indiana and Michigan
Power Company.  The sale price was $7,216,689 and resulted in a gain of $996,706
after  paying  expenses  related  to the  sale,  retiring  non-recourse  debt of
$3,339,108 and paying residual sharing fees of $121,679.

    The net investment in the leveraged leases as of December 31, 1995 consisted
of the following:

                                                                   1995
    Non-cancelable minimum rents receivable (net of principal and
      interest on non-recourse debt)                           $  360,884
    Estimated unguaranteed residual values                      7,482,908
    Initial direct costs                                          144,091
    Unearned income                                            (2,016,254)
                                                               ----------

                                                               $5,971,629

4.  Receivables Due in Installments

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

                      Finance                          Operating
Year                   Leases        Financings          Leases            Total

1997             $ 17,797,591      $ 7,248,136      $   750,000     $ 25,795,727
1998                8,673,704        5,587,926                -       14,261,630
1999                3,355,450        4,492,463                -        7,847,913
2000                  974,296        3,417,423                -        4,391,719
2001                  493,169        2,202,517                -        2,695,686
Thereafter                 -           108,666                -          108,666
                 ------------      -----------      -----------     ------------
                 $ 31,294,210      $23,057,131      $   750,000     $ 55,101,341
                 ============      ===========      ===========     ============



                                     Page 22

                                     <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,  1996,  1995 and 1994
consisted of the following:
<TABLE>

                                                 1996              1995             1994
                                                 ----              ----             ----

<S>                                                      <C>             <C>             <C>
Equipment cost, beginning of year ....................   $ 20,771,628    $ 20,823,657    $     52,029

Equipment purchased ..................................           --              --        20,771,628

Equipment sold .......................................           --           (52,029)           --
                                                         ------------    ------------    ------------

Equipment cost, end of year ..........................     20,771,628      20,771,628      20,823,657
                                                         ------------    ------------    ------------

Accumulated depreciation,
  beginning of year ..................................     (1,327,139)       (307,515)        (18,037)

Depreciation .........................................     (1,061,711)     (1,061,712)       (289,478)

Equipment sold .......................................           --            42,088            --
                                                                         ------------    ------------

Accumulated depreciation, end of year ................     (2,388,850)     (1,327,139)       (307,515)
                                                         ------------    ------------    ------------

Initial direct costs, net of accumulated
  amortization, end of year ..........................         81,600         408,000         734,400
                                                         ------------    ------------    ------------

Investment in operating leases, end of year              $ 18,464,378    $ 19,852,489    $ 21,250,542
                                                         ============    ============    ============
</TABLE>



                                     Page 23

                                     <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 for  investments  in finance  leases,
financings and operating leases consisted of the following:
<TABLE>

                                           Finance                    Operating
                                            Leases      Financings      Leases        Total

<S>                                        <C>          <C>              <C>            <C>
Balance at December 31, 1993             $1,917,431     $  99,750     $   2,000    $2,019,181

    Charged to operations                   100,000        12,000       138,000       250,000
    Accounts written off                   (951,769)      (45,919)           -       (997,688)
    Recovery on accounts previously
      written off                            48,217            47            -         48,264
    Transfer within accounts                (66,743)       68,126        (1,383)          -
                                         ----------     ---------     ---------    --------

Balance at December 31, 1994              1,047,136       134,004       138,617     1,319,757

    Charged to operations                   326,000       254,000        20,000       600,000
    Accounts written off                   (646,730)      (40,728)           -       (687,458)
    Recovery on accounts previously
      written off                            57,069         7,693            -         64,762
                                         ----------     ---------     ---------    ----------

Balance at December 31, 1995                783,475       354,969       158,617     1,297,061

    Charged to operations                   380,000        20,000            -        400,000
    Accounts written off                   (400,494)     (117,739)           -       (518,233)
    Recovery on accounts previously
      Written off                            81,728         6,001            -         87,729
                                         ----------     ---------     ---------    ----------

Balance at December 31, 1996             $  844,709     $ 263,231     $ 158,617    $1,266,557
                                         ==========     =========     =========    ==========
</TABLE>

7.  Investment in Joint Ventures

    The Partnership Agreement allows the Partnership to invest in joint ventures
with other limited  partnerships  sponsored by the General Partner provided that
the investment  objectives of the joint ventures are consistent with that of the
Partnership.

    ICON Cash Flow LLC I

    On September 21, 1994,  the  Partnership  and an  affiliate,  ICON Cash Flow
Partners,  L.P. Six ("L.P. Six") formed a joint venture, ICON Cash Flow Partners
L.L.C.  I ("ICON Cash Flow LLC I"), for the purpose of acquiring and managing an
aircraft  currently  on lease to Alaska  Airlines,  Inc.  The aircraft is a 1988
McDonnell  Douglas MD-83.  The Partnership  and L.P. Six contributed  $3,730,493
(99%) and $37,682 (1%) of the cash required for such acquisition,  respectively,
to ICON Cash Flow LLC I. ICON Cash Flow LLC I acquired  the  aircraft,  assuming
$17,003,454 in non-recourse debt and utilizing  contributions  received from the
Partnership  and  L.P.  Six.  The  purchase  price  of the  transaction  totaled
$20,771,628. The lease is an operating lease and the lease term expires in March
1997. Profits, losses, excess cash and disposition proceeds are allocated 99% to
the Partnership  and 1% to L.P. Six. The  Partnership's  consolidated  financial
statements  include 100% of the assets and  liabilities of ICON Cash Flow LLC I.
L.P. Six's investment in ICON LLC I has been reflected as "Minority  interest in
joint venture."


                                     Page 24

                                     <PAGE>



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

             Notes to Consolidated Financial Statements - Continued

    ICON Cash Flow LLC II

    On March 31, 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  currently on lease to Alaska Airlines,  Inc.
The aircraft is a 1987 McDonnell  Douglas MD-83.  The  Partnership  and L.P. Six
contributed  $30,550  (1%) and  $3,024,450  (99%) of the cash  required for such
acquisition,  respectively,  to ICON  Cash  Flow LLC II.  ICON  Cash Flow LLC II
acquired the aircraft,  assuming  $16,315,997 in non-recourse debt and utilizing
contributions  received from the Partnership and L.P. Six. The purchase price of
the  transaction  totaled  $19,370,997.  The lease is an operating lease and the
lease term expires in March 1997. Profits,  losses,  excess cash and disposition
proceeds  are  allocated  1% to  the  Partnership  and  99%  to  L.P.  Six.  The
Partnership's  1%  investment  in ICON Cash Flow LLC II, which is accounted  for
under the equity  method,  totaled  $35,445 at  December  31,  1995 and has been
reflected as "Equity  investment in joint  venture." The General Partner manages
and controls the business  affairs of both the  Partnership  and L.P.  Six. As a
result of this common  control and the  Partnership's  ability to influence  the
activities  of the joint  venture,  the  Partnership's  investment  in the joint
venture  is  accounted  for  under  the  equity  method.  Information  as to the
financial  position and results of  operations  of ICON LLC II as of and for the
year  ended  December  31,  1996 and the  period  ended  December  31,  1995 are
summarized below:

                             December 31, 1996       December 31, 1995

 Assets                         $ 17,886,467           $ 18,735,116
                                ============           ============

 Liabilities                    $ 13,752,949           $ 15,190,621
                                ============           ============

 Equity                         $  4,133,518           $  3,544,495
                                ============           ============

                                 Year Ended            Period Ended
                             December 31, 1996       December 31, 1995

 Net income                     $    589,022           $    489,496
                                ============           ============

    ICON Cash Flow LLC III

    On December 31,  1996,  the  Partnership  and an  affiliate,  ICON Cash Flow
Partners,  L.P. Seven ("L.P. Seven"),  formed ICON Cash Flow Partners L.L.C. III
("ICON  Cash Flow LLC  III"),  for the  purpose of  acquiring  and  managing  an
aircraft currently on lease to Continental Airlines, Inc. The aircraft is a 1976
McDonnell Douglas DC-10- 30. The Partnership and L.P. Seven contributed  $15,955
(1%)  and  $1,579,514   (99%)  of  the  cash  required  for  such   acquisition,
respectively,  to ICON Cash Flow LLC III.  ICON Cash Flow LLC III  acquired  the
aircraft,  assuming $9,309,759 in non-recourse debt and utilizing  contributions
received  from  the  Partnership  and  L.P.  Seven.  The  purchase  price of the
transaction  totaled  $10,905,228.  The lease is a leveraged lease and the lease
term  expires  in April  2003.  Profits,  losses,  excess  cash and  disposition
proceeds  are  allocated  1% to the  Partnership  and  99% to  L.P.  Seven.  The
Partnership's investment in ICON Cash Flow LLC III has been reflected as "Equity
investment  in joint  venture."  The General  Partner  manages and  controls the
business affairs of both the Partnership and L.P. Seven. As

                                     Page 25

                                     <PAGE>



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

             Notes to Consolidated Financial Statements - Continued

     a result of this common control and the Partnership's  ability to influence
the activities of the joint venture,  the Partnership's  investment in the joint
venture  is  accounted  for  under  the  equity  method.  Information  as to the
financial  position  and results of  operations  of ICON LLC III at December 31,
1996 is summarized below:

                                                        December 31, 1996

               Assets                                      $16,534,998

               Liabilities                                 $14,939,525

               Equity                                      $ 1,595,473
                                                           ===========

                                                          Period Ended
                                                        December 31, 1996

               Net income                                  $    -
                                                           ==========

8.  Notes Payable

    The Partnership  entered into a revolving  credit agreement (the "Facility")
in October 1992, which was amended in January 1995. The maximum amount available
under the Facility is  $25,000,000.  The Facility is secured by an assignment of
eligible  receivables  and the  underlying  equipment.  The Facility  allows the
Partnership  to  borrow  based  on  eligible,   unencumbered  receivables.   The
Partnership calculates,  on a monthly basis, the maximum amount borrowable under
the Facility.  In the event that the current  borrowable amount is less than the
prior month's balance  outstanding,  the Partnership is required to pay down the
Facility for the reduction in the borrowable limit. Interest is payable at Libor
plus 2% on even  increments  of  $1,000,000  outstanding  and at prime (8.25% at
December 31, 1996) plus .25% on all other amounts outstanding.

    The facility  requires the Partnership,  among other things, to meet certain
objectives  with respect to  financial  ratios.  At December 31, 1996,  1995 and
1994,  the  Partnership  was in compliance  with the  covenants  required by the
Facility.  As of December 31, 1996 and 1995,  $16,541,834 and  $10,250,261  were
available for borrowing under the Facility,  of which $13,000,000 and $7,400,000
was outstanding, respectively.

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

                                             Notes Payable
                     Year                    Non-Recourse

                     1997                    $  28,192,336
                     1998                        4,422,529
                     1999                        1,545,952
                     2000                            8,104
                                             -------------

                                             $  34,168,921

    Included in the above are  $4,868,428 in notes payable  non-recourse  due to
various third parties in  conjunction  with the purchase and assignment of lease
transactions.  The notes are  payable  only to the  extent  residual  values are
realized  which are  estimated  to occur as follows:  $3,720,350,  $394,721  and
$753,357 in 1997, 1998 and 1999, respectively.

                                     Page 26

                                     <PAGE>



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

             Notes to Consolidated Financial Statements - Continued

9.  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, 1996,  1995 and 1994
are as follows:
                                                                      Charged to
                                                      Capitalized    Operations

Acquisition fees                                      $ 2,286,564    $        -
Management fees                                               -       1,547,509
Administrative expense reimbursements                         -         811,966
                                                      -----------   -----------

Year ended December 31, 1994                          $ 2,286,564   $ 2,359,475
                                                      ===========   ===========

Acquisition fees                                      $    83,106   $       -
Management fees                                               -       1,596,569
Administrative expense reimbursements                         -         784,775
                                                      -----------   -----------

Year ended December 31, 1995                          $    83,106   $ 2,381,344
                                                      ===========   ===========

Acquisition fees                                      $    80,408    $       -
Management fees                                               -       1,120,336
Administrative expense reimbursements                         -         563,107
                                                      -----------   -----------

Year ended December 31, 1996                          $    80,408   $ 1,683,443
                                                      ===========   ===========



    The Partnership and an affiliate,  L.P. Six, formed two joint ventures, ICON
Cash  Flow LLC I and ICON Cash  Flow LLC II (See  Note 7 -  Investment  in Joint
Ventures).

    The Partnership and an affiliate,  L.P. Seven, formed a joint venture,  ICON
Cash Flow LLC III (See Note 7 Investment in Joint Ventures).

    Included in the  Partnership's  acquisitions for the year ended December 31,
1996 is a financing transaction in the amount of $5,690,161. This represents the
financings  of excess  cash,  or free cash,  which  results  from  lease  rental
payments  being  greater  than senior debt  payments on a leveraged  lease.  The
financing  is secured by the  underlying  equipment,  a 1983  Airbus  A300B4-203
aircraft,  currently  on lease  to A.I.  Leasing  II,  Inc.  Subsequent  to this
financing,  ICON Cash Flow Partners L.P. Six ("L.P.  Six"),  an affiliate of the
Partnership,  acquired the residual, or equity, interest in the leveraged lease,
and assumed the related  outstanding  non-recourse  senior and junior  debt.  On
January 29, 1997,  L.P. Six  re-financed  the free cash portion of the leveraged
lease with a third  party.  As a result of this  re-financing,  the  Partnership
received  proceeds of $5,792,043  and  terminated  its interest in the leveraged
lease.

10. Commitments and Contingencies

    The Partnership has entered into remarketing and residual sharing agreements
with third parties.  In connection  therewith,  remarketing or residual proceeds
received in excess of specified  amounts will be shared with these third parties
based on specified  formulas.  For the years ended  December 31, 1996,  1995 and
1994, the  Partnership  paid or accrued  $194,174,  $755,384 and $5,237 to third
parties as their share under the agreements.

                                     Page 27

                                     <PAGE>



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

                                December 31, 1996

11. Subsidiary

    On December 27, 1994, the Partnership formed a wholly owned subsidiary, ICON
E  Corp.,  a  Massachusetts  corporation  formed  for the  purpose  of  managing
equipment  under  lease  located  in the state of  Massachusetts.  Massachusetts
partnerships are taxed on personal property at a higher rate than  corporations,
and therefore,  to mitigate such excess  property tax,  certain leases are being
managed by ICON E Corp., a corporation. The Partnership's consolidated financial
statements include 100% of the accounts of ICON E Corp. As of December 31, 1996,
there was no federal tax liability for ICON E Corp.

12. Tax Information (Unaudited)

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

                                                        1996              1995             1994
                                                        ----              ----             ----


<S>                                                <C>             <C>              <C>
Net income per financial statements                $ 2,243,883     $   1,585,802    $   1,527,095

Differences due to:
  Direct finance leases                                179,872        15,920,211       16,804,329
  Depreciation                                      (3,277,088)      (13,696,564)     (14,638,167)
  Provision for losses                                 (30,505)         (108,590)        (718,083)
  Loss on sale of equipment                         (2,116,223)       (1,655,891)        (909,591)
  Other                                               (279,948)         (344,585)         727,446
                                                   -----------     -------------    -------------

Partnership income (loss) for
  federal income tax purposes                      $(3,280,009)    $   1,700,383    $   2,793,029
                                                   ===========     =============    =============
</TABLE>

     As of December 31, 1996,  the partners'  capital  accounts  included in the
financial  statements  totaled  $29,192,964  compared to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $35,222,335  (unaudited).  The
difference  arises  primarily  from  commissions  reported as a reduction in the
partners'  capital for financial  reporting  purposes but not for federal income
tax  purposes,  and  temporary  differences  related to direct  finance  leases,
depreciation and provision for losses.


                                     Page 28

                                     <PAGE>



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

                                December 31, 1996

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 600  Mamaroneck  Avenue,
Harrison,  New York 10528-1632,  and its telephone number is (914) 698-0600. 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 operating leases and
full payout leases.

    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,   including  tax-oriented  leasing  and
financing.  In addition,  the General  Partner offers  financial  consulting and
placement  services  for  which  fees  are  earned  as a  result  of  successful
placements of various secured financings and mortgages.

    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,  releasing  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, supervision
of maintenance being performed by third parties,  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  President, Chief Executive Officer and Director

         Thomas W. Martin      Executive Vice President and Director

         Paul B. Weiss         Executive Vice President

         Gary N. Silverhardt   Vice President and Chief Financial Officer

         Neil A. Roberts       Director

         Tim Spring            Director

     Beaufort J. B. Clarke,  age 50, is President,  Chief Executive  Officer and
Director  of  both  the  General   Partner  and  ICON   Securities   Corp.  (the
"Dealer-Manager"). 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.

     Thomas W. Martin,  age 42, is Executive  Vice President of both the General
Partner and the  Dealer-Manager.  Prior to his present position,  Mr. Martin was
the Executive  Vice  President  and Chief  Financial  Officer of Griffin  Equity
Partners,  Inc. Mr. Martin has over 12 years of senior management  experience in
the leasing business, particularly in the area of syndication.

                                     Page 29

<PAGE>



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

                                December 31, 1996

    Paul B. Weiss,  age 36, is Executive Vice President of the General  Partner.
Mr. Weiss has been  exclusively  engaged in lease portfolio  acquisitions  since
1988 from his  affiliations  with Griffin  Equity  Partners (as  Executive  Vice
President and  co-founder in 1993);  Gemini  Financial  Holdings (as Senior Vice
President-Portfolio  Acquisitions  and a member of the executive  committee from
1991-1993)  and  Pegasus  Capital   Corporation  (as  Vice   President-Portfolio
Acquisitions).

     Gary N. Silverhardt,  age 36, is Vice President and Chief Financial Officer
of the General Partner.  He joined the General Partner in 1989. Prior to joining
the  General  Partner,  Mr.  Silverhardt  was  previously  employed by Coopers &
Lybrand from 1985 to 1989, most recently as an Audit Supervisor.  Prior to 1985,
Mr.  Silverhardt  was employed by Katz,  Schneeberg & Co. from 1983 to 1985. Mr.
Silverhardt  received a B.S. degree from the State University of New York at New
Paltz in 1983 and is a Certified Public Accountant.

    Neil A.  Roberts,  age 47, has been the  Managing  Director of Summit  Asset
Management  Limited,  a  subsidiary  of The Summit  Group PLC,  since 1991.  Mr.
Roberts has over 25 years of  experience  in the  leasing and finance  business,
including  positions with Kleinwort Benson Group, the United Kingdom  subsidiary
of Hongkong and Shanghai Banking Corporation and Chemical Bank.

    Timothy R. Spring,  age 39,  Commercial  Director of Summit Asset Management
Limited,  a subsidiary of The Summit Group PLC,  since 1991. Mr. Spring has over
13 years of leasing  experience  in the United  Kingdom.  He was formerly  Lease
Commercial  Director at Kleinwort Benson Group, the United Kingdom subsidiary of
Hongkong and Shanghai Banking Corporation and Chemical Bank.

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, 1996, 1995 and 1994.
<TABLE>

     Entity          Capacity        Type of Compensation        1996          1995         1994
     ------          --------        --------------------        ----          ----         ----
<S>                 <C>               <C>                       <C>             <C>           <C>

ICON Capital Corp. General Partner   Management fees            1,120,336    1,596,569     1,547,509
ICON Capital Corp. General Partner   Administrative expense
                                       reimbursements             563,107      784,775       811,966
ICON Capital Corp. Manager           Acquisition fees              80,408       83,106     2,286,564
                                                            -------------  -----------   -----------
                                                            $   1,815,789  $ 2,464,450   $ 4,646,039
                                                            =============  ===========   ===========
</TABLE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

(b) As of March 7, 1997,  Directors  and Officers of the General  Partner do not
    own any equity securities of the Partnership.



                                     Page 30

                                     <PAGE>



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

                                December 31, 1996

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

        Title                   Amount Beneficially                   Percent
       of Class                        Owned                          of Class

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

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

Item 13.  Certain Relationships and Related Transactions

    None other than those disclosed in Item 11 herein.

                                     Page 31

                                     <PAGE>



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

                                December 31, 1996

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)  Amended and Restated Agreement of Limited Partnership (Incorporated by
          reference  to Exhibit A to  Amendment  No. 2 to Form S-1  Registration
          Statement  No.   2-99858  filed  with  the   Securities  and  Exchange
          Commission on December 12, 1986).

     (ii) Certificate of Limited  Partnership of the  Partnership  (Incorporated
          herein by reference to Exhibit 3.01 to Form S-1 Registration Statement
          No.  2-99858  filed with the  Securities  and Exchange  Commission  on
          August 23,  1985 and to Exhibit  3.01 to  Amendment  No. 1 to Form S-1
          Registration  Statement  No.  2-99858  filed with the  Securities  and
          Exchange Commission on August 27, 1986).

     (iii)Form of Management  Agreement  between the  Partnership  and Crossgate
          Leasing,  Inc.  (Incorporated  herein by reference to Exhibit 10.01 to
          Amendment No. 1 to Form S-1  Registration  Statement No. 2-99858 filed
          with the Securities and Exchange Commission on August 27, 1986).

(b) Reports on Form 8-K

    No  reports  on Form 8-K were filed by the  Partnership  during the  quarter
ended December 31, 1996.


                                     Page 32

                                     <PAGE>


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

                                December 31, 1996


                                   SIGNATURES


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

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


Date:  March 28, 1997              Beaufort J.B. Clarke
                                   ---------------------------------------------
                                   Beaufort J.B. Clarke
                                   President, Chief Executive Officer
                                     and Director

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

ICON Capital Corp.
sole General Partner of the Registrant

Date:  March 28, 1997              Beaufort J.B. Clarke
                                   ---------------------------------------------
                                   Beaufort J.B. Clarke
                                   President, Chief Executive Officer
                                     and Director


Date:  March 28, 1997              Thomas W. Martin
                                   ---------------------------------------------
                                   Thomas W. Martin
                                   Executive Vice President and Director


Date:  March 28, 1997              Gary N. Silverhardt
                                   ---------------------------------------------
                                   Gary N. Silverhardt
                                   Vice President and Chief Financial Officer


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

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

                                     Page 33

<PAGE>