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, 1997
                          ------------------------------------------------------

                                       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>


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

                                December 31, 1997

                                TABLE OF CONTENTS

Item                                                                   Page

PART I

1.   Business                                                           3-5

2.   Properties                                                           6

3.   Legal Proceedings                                                    6

4.   Submission of Matters to a Vote of Security Holders                  6

PART II

5.   Market for the Registrant's Securities and Related
     Security Holder Matters                                              6

6.   Selected Consolidated Financial and Operating Data                   7

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                               8-12

8.   Consolidated Financial Statements and Supplementary Data         13-36

9.   Changes in and Disagreements with Accountants on
     Accounting and Financial Disclosure                                 37

PART III

10.  Directors and Executive Officers of the Registrant's
     General Partner                                                  37-38

11.  Executive Compensation                                              39

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                      39

13.  Certain Relationships and Related Transactions                      40

PART IV

14.  Exhibits, Reports and Amendments                                    40

SIGNATURES                                                               41


<PAGE>


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

                                December 31, 1997

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,  during 1996 the Partnership  redeemed 193 limited  partnership units and
during 1997 the  Partnership  redeemed  1,000 units,  leaving  608,445.51  units
outstanding at December 31, 1997. The sole general partner is ICON Capital Corp.
(the "General Partner").

     The  Partnership's  Reinvestment  Period  will  end on July 31,  1998.  The
Disposition  Period  will begin on August 1, 1998 and is  expected  to  continue
through  February 1, 2001.  During the Disposition  Period the Partnership  will
distribute substantially all distributable cash from operations and sales to the
partners and begin the orderly  termination of its  operations and affairs.  The
Partnership  will not reinvest in any leased  equipment  during the  Disposition
Period.

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 31,  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 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.


<PAGE>


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

                                December 31, 1997

     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.

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

Lease and Financing Transactions

     For the years ended December 31, 1997 and 1996, the  Partnership  purchased
and leased or financed  $23,112,295 and $20,226,129 of equipment,  respectively,
with  a  weighted  average  initial  transaction  term  of  55  and  48  months,
respectively, and invested $16,287,305 and $15,955 in joint ventures in 1997 and
1996, respectively.  Included in the summary of equipment cost by category below
is 100% of the  equipment  cost  acquired  by two  joint  ventures  in which the
Partnership  has a 99% and 75%  interest.  The  Partnership  accounts  for these
investments  by  consolidating  100% of the assets and  liabilities of the joint
ventures and reflecting,  as a liability,  the related  minority  interests.  At
December  31,  1997,  the  weighted  average  initial  transaction  term  of the
portfolio was 27 months.  A summary of the portfolio  equipment cost by category
held at December 31, 1997 and 1996 is as follows:
<TABLE>

                                  December 31, 1997            December 31, 1996
                             -------------------------     -------------------------
Category                          Cost         Percent          Cost         Percent

<S>                          <C>                <C>        <C>                <C>
Manufacturing & production   $ 20,968,594       26.0%      $ 25,574,377       20.9%
Aircraft .................     18,756,214       23.2         27,164,297       22.1
Retail Systems ...........     11,084,351       13.7         13,299,247       10.8
Computer systems .........      8,286,038       10.2         10,271,332        8.4
Restaurant equipment .....      6,319,444        7.8         11,013,259        9.0
Telecommunications .......      4,647,599        5.7          9,299,933        7.6
Furniture and fixtures ...      4,501,588        5.5         13,803,478       11.3
Material handling ........      1,682,510        2.0          4,457,982        3.6
Medical ..................        961,641        1.1          3,089,824        2.5
Printing .................        775,189         .9            595,404         .5
Video Production .........        664,216         .8            622,702         .5
Mining equipment .........        558,796         .7            209,052         .2
Automotive ...............        521,190         .6          1,124,410         .9
Construction .............        461,084         .6            286,762         .2
Audio ....................        450,567         .6            487,212         .4
Copiers ..................        119,895         .1            159,043         .1
Office equipment .........         36,250         .1            474,197         .4
Miscellaneous ............        277,284         .4            670,867         .6
                             ------------      -----       ------------      -----
                             $ 81,072,450      100.0%      $122,603,378      100.0%
                             ============      =====       ============      =====
</TABLE>


<PAGE>


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

                                December 31, 1997

     The Partnership has one lease which  individually  represents  greater than
10% of the total  portfolio  equipment  cost at December 31, 1997 and 1996.  The
lease is for a 1988 MD-83 passenger airplane. The aircraft is currently on lease
with Aerovias de Mexico,  S.A. de C.V.  ("Aero  Mexico") and the purchase  price
represents  22.4% of the total portfolio cost at December 31, 1997. The aircraft
was  previously  on lease with Alaska  Airlines,  Inc.  and the  purchase  price
represented 16.9% of the total portfolio cost at December 31, 1996.



<PAGE>


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

                                December 31, 1997

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 1997.

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,
           --------------                ---------------------------------
                                              1997                1996
                                              ----                ----

           Limited partners                  3,748               3,746
           General Partner                       1                   1


<PAGE>


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

                                December 31, 1997

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

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

                                 1997          1996         1995          1994          1993
                                 ----          ----         ----          ----          ----

<S>                          <C>           <C>           <C>           <C>           <C>
Total revenues ...........   $ 7,611,293   $ 9,849,216   $12,180,865   $11,574,281   $10,234,651
                             ===========   ===========   ===========   ===========   ===========

Net income $ .............   $ 2,368,585   $ 2,243,883   $ 1,585,802   $ 1,527,095   $ 1,499,573
                             ===========   ===========   ===========   ===========   ===========

Net income allocable
  to limited partners ....   $ 2,344,899   $ 2,221,444   $ 1,569,944   $ 1,511,824   $ 1,484,577
                             ===========   ===========   ===========   ===========   ===========

Net income allocable
  to the General Partner .   $    23,686   $    22,439   $    15,858   $    15,271   $    14,996
                             ===========   ===========   ===========   ===========   ===========

Weighted average
  limited partnership
  units outstanding ......       609,211       609,503       609,650       610,080       489,966
                             ===========   ===========   ===========   ===========   ===========

Net income per
  weighted average limited
  partnership unit .......   $      3.85   $      3.64   $      2.58   $      2.48   $      3.03
                             ===========   ===========   ===========   ===========   ===========

Distributions to
  limited partners .......   $ 7,768,316   $ 7,771,164   $ 7,773,082   $ 8,390,043   $ 5,796,799
                             ===========   ===========   ===========   ===========   ===========

Distributions to the
  General Partner ........   $    78,468   $    78,496   $    78,512   $    78,582   $    58,637
                             ===========   ===========   ===========   ===========   ===========
</TABLE>
<TABLE>

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

                        1997          1996           1995           1994            1993
                        ----          ----           ----           ----            ----

<S>                <C>            <C>            <C>            <C>            <C>
Total assets ...   $ 66,917,017   $ 77,934,170   $ 95,508,881   $116,090,367   $106,951,054
                   ============   ============   ============   ============   ============

Partners' equity   $ 23,689,694   $ 29,192,964   $ 34,807,701   $ 41,075,863   $ 48,065,883
                   ============   ============   ============   ============   ============
</TABLE>

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


<PAGE>


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

                                December 31, 1997

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

      The  Partnership's  portfolio  consisted  of a net  investment  in finance
leases,  operating  leases,  financings and equity  investment in joint ventures
representing  46%,  31%, 20% and 3% of total  investments  at December 31, 1997,
respectively,  and 50%,  24%,  26% and  less  than 1% of  total  investments  at
December 31, 1996, respectively.

Results of Operations

Years Ended December 31, 1997 and 1996

      For the years ended December 31, 1997 and 1996, the Partnership  purchased
and  leased or  financed  equipment  with an  initial  cost of  $23,112,295  and
$20,226,129,   respectively,   to  447  and  157  lessees  or  equipment  users,
respectively.

Revenues for the year ended  December 31, 1997 were  $7,611,293,  representing a
decrease of  $2,237,923  or 23% from 1996.  The  decrease  in revenues  resulted
primarily  from a decrease in finance income of $1,227,017 or 27%, a decrease in
net gain on sales or  remarketing of equipment of $732,621 or 38%, a decrease in
rental income of $697,397 or 26% and a decrease in leveraged  leases of $200,517
or 100% from 1996.  These  decreases  were  partially  offset by an  increase in
interest  income and other of  $518,440  or 125% and an  increase in income from
equity investment in joint ventures of $101,189. The overall decrease in finance
income  resulted  from a  decrease  in the  average  size of the  finance  lease
portfolio  from 1996 to 1997.  The decrease in net gain on sales or  remarketing
was due to a  decrease  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.  Rental income  decreased from 1996 to
1997 due to reduced  rentals  as a result of the  Partnerships'  remarketing  of
aircraft  formerly  on lease to  Alaska  Airlines,  Inc.  The new  lease is with
Aerovias  de Mexico,  S.A. de C.V.  ("Aero  Mexico").  The  decrease in leverage
leases was due to the sale of all of the  underlying  equipment  relating to the
Partnership's  investment  in  leverage  leases  during  1996.  Interest  income
increased  due  to  the  Partnership's  1997  short-term  loans  to  ICON  Asset
Acquisition  and to ICON  Cash  Flow  Partners,  L.P.,  Series  D  resulting  in
increased interest income (See Note 9 Related Party Transaction for a discussion
of these notes).  Income from equity investment in joint ventures increased as a
direct  result  of  the  Partnership's   September  1997  contribution  to  ICON
Receivables  1997-A LLC.  This  contribution  consisted of  equipment  lease and
finance receivables, residuals and cash totaling $16,287,305.

      Expenses  for  the  year  ended   December   31,  1997  were   $5,242,708,
representing a decrease of $2,362,625 or 31% from 1996. The decrease in expenses
resulted  primarily  from a decrease in  provision  for bad debts of $400,000 or
100%, a decrease in  amortization  of initial direct costs of $426,340 or 48%, a
decrease in  depreciation  expense of $586,092 or 55%, a decrease in general and
administrative  expense of  $237,588 or 39%, a decrease  in  management  fees of
$200,608  or 18%, a  decrease  in  interest  expense  of  $486,489  or 16% and a
decrease  in  administrative  expense  reimbursements  of $76,854 or 14%.  These
decreases  were  partially  offset by an increase in minority  interest in joint
venture of $51,346  from 1996.  As a result of an  analysis of  delinquency,  an
assessment  of overall risk and a review of  historical  loss  experience it was
determined  that no provision  for bad debts was required for the twelve  months
ended December 31, 1997.



<PAGE>


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

                                December 31, 1997

Amortization  of initial  direct  costs,  general  and  administrative  expense,
administrative  expense  reimbursement  and  management  fees decreased due to a
decrease in the average size of the  portfolio  from 1996 to 1997.  Depreciation
expense  decreased  due to the  Partnership's  reduced  investment  in operating
leases.  Interest  expense  decreased  due to a  decrease  in the  average  debt
outstanding  from 1996 to 1997.  The  increase  in  minority  interest  in joint
venture  resulted  from the  Partnership's  August  1997  investment  in a joint
venture.

      Net income for the years ended  December 31, 1997 and 1996 was  $2,368,585
and  $2,243,883,  respectively.  The net income  per  weighted  average  limited
partnership unit was $3.85 and $3.64 for 1997 and 1996, 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>


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

                                December 31, 1997

Liquidity and Capital Resources

     The Partnership's  primary sources of funds in 1997, 1996 and 1995 were net
cash  provided  by  operations  of  $21,638,350,   $13,210,339  and  $8,768,414,
respectively,  proceeds from sales of equipment of $15,313,194,  $10,358,637 and
$7,419,261,  respectively,  and proceeds from a recourse debt of  $20,765,451 in
1997 and proceeds from a revolving credit facility of $13,780,000 in 1996. 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 through the end of the Reinvestment Period and to fund cash
distributions  utilizing  cash provided by operations and proceeds from expected
sales of equipment.

      In  March  1997  three  affiliates  of the  Partnership,  ICON  Cash  Flow
Partners, L.P., Series D ("Series D"), L.P. Six and L.P. Seven (collectively the
"1997-A  Members"),   contributed  and  assigned  equipment  lease  and  finance
receivables  and residuals with a net book value of  $4,805,767,  $5,304,010 and
$5,391,216  and cash of $125,000,  $300,000 and $275,000,  respectively  to ICON
Receivables 1997-A L.L.C.  ("1997-A"),  a special purpose entity created for the
purpose of originating new leases,  managing  existing  contributed  assets and,
eventually,  securitizing its portfolio. In order to fund the acquisition of new
leases,   1997-A  obtained  a  warehouse   borrowing  facility  from  Prudential
Securities  Credit  Corporation  (the "1997-A  Facility").  Borrowings under the
1997-A  Facility were based on the present value of the new leases.  Outstanding
amounts under the 1997-A Facility bore interest equal to Libor plus 1.5%.

      On September 19, 1997 the Partnership, L.P. Six and L.P. Seven contributed
and assigned  equipment  lease and finance  receivables and residuals with a net
book value of $15,547,305,  $5,225,794 and $0 and cash of $740,000, $300,000 and
$484,244,  respectively to 1997-A. The 1997-A Members received a 31.19%,  17.81%
31.03% and 19.97% interest,  respectively,  in 1997-A based on the present value
of their related contributions.

      On  September  19,  1997,  1997-A  securitized  substantially  all  of its
equipment  leases and finance  receivables and residuals.  The net proceeds from
the  securitization  totaled  $47,140,183,  of which $16,658,877 was used to pay
down  the  1997-A  Facility,  and the  remaining  proceeds,  after  establishing
reserves for expenses,  were  distributed  to the 1997-A  Members based on their
respective  interests.   The  Partnership's  share  of  the  proceeds  from  the
securitization,   after  paying  off  the  revolving  credit  facility,  totaled
$14,625,488.  1997-A became the beneficial owner of a trust. The trustee for the
trust is Texas Commerce Bank ("TCB").  In conjunction with this  securitization,
the portfolio as well as the General Partner's servicing capabilities were rated
"AA" by Duff & Phelps and Fitch, both nationally recognized rating agencies. The
General Partner, as servicer, is responsible for managing, servicing,  reporting
on and administering  the portfolio.  1997-A remits all monies received from the
portfolio to TCB. TCB is  responsible  for disbursing to the  noteholders  their
respective  principal  and interest  and to 1997-A the excess of cash  collected
over debt service from the portfolio.  The 1997-A Members receive their pro rata
share of any  excess  cash on a  monthly  basis  from  1997-A.  The  Partnership
accounts for its investment in 1997-A under the equity method of accounting. The
Partnership's  original  investment  was recorded at cost and is adjusted by its
share of earnings, losses and distributions thereafter.




<PAGE>


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

                                December 31, 1997

      In August 1997 the Partnership, L.P. Six and L.P. Seven (collectively, the
"1997-B  Members") formed ICON  Receivables  1997-B L.L.C.  ("1997-B"),  for the
purpose of  originating  lease  transactions  and  ultimately  securitizing  its
portfolio. The 1997-B Members contributed $2,250,000 (75.00% interest), $250,000
(8.33%  interest) and $500,000  (16.67%  interest),  respectively to 1997-B.  In
order to fund the acquisition of additional leases,  1997-B obtained a warehouse
borrowing  facility from Prudential  Securities Credit  Corporation (the "1997-B
Warehouse  Facility").  Borrowings under the 1997-B Warehouse Facility are based
on the present  value of the new leases.  Outstanding  amounts  under the 1997-B
Warehouse  Facility  bear  interest  equal to Libor  plus 1.5%.  Collections  of
receivables  from  leases  are used to pay down the 1997-B  Warehouse  Facility,
however, in the event of a default, all of 1997-B's assets are available to cure
such default. The net proceeds from the expected  securitization of these assets
will be used to pay-off the remaining 1997-B Warehouse  Facility balance and the
remaining  proceeds will be distributed to the 1997-B Members in accordance with
their  membership  interests.  After  securitization,  the  1997-B  Members  may
receive, in accordance with their membership  interests,  additional proceeds if
1997-B generates excess cash (cash after payment of debt and expenses).

     The  Partnership  had  notes  payable  at  December  31,  1997  and 1996 of
$41,272,934 and $47,168,921,  respectively, as a result of borrowings secured by
equipment.   These  amounts   consisted  of  $21,575,994   and   $29,300,493  in
non-recourse  notes which are being paid directly to the lenders by the lessees,
respectively,  and  $3,596,070  and  $4,868,428 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 $16,100,870
outstanding under the 1997-B Warehouse Facility at December 31, 1997.

     The Partnership  entered into a revolving credit agreement (the "Facility")
in  December  1995.  The  Facility  was  amended in 1996 and again in 1997.  The
maximum amount  available under the Facility was $25,000,000 and at December 31,
1996  the  Partnership  had  $13,000,000  outstanding.  In  September  1997  the
Partnership paid the outstanding balance and terminated the agreement.

     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 and cost $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."


<PAGE>


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

                                December 31, 1997

     On  January  28,  1997,  the  Partnership  lent  $7,780,328  to ICON  Asset
Acquisition  L.L.C. I, 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.  The note was short term,  bore
interest  at the  rate of 11% and was  paid in  full on  August  31,  1997.  The
interest rate charged on the loan approximated market rates at that time.

     On June 5,  1997,  the  Partnership  lent  $3,500,000  to  ICON  Cash  Flow
Partners,  L.P., Series D, an affiliate of the Partnership.  The loan was in the
form of a  short-term  note,  bore  interest  at the rate of 11% and was repaid,
along with  $26,370 in accrued  interest,  on June 30, 1997.  The interest  rate
charged on the loan approximated market rates at that time.

     Cash distributions to the limited partners for the years ended December 31,
1997, 1996 and 1995, which were paid monthly, totaled $7,768,316, $7,771,164 and
$7,773,082,  respectively  of which  $2,344,899,  $2,221,444  and $1,569,944 was
investment  income and  $5,423,417,  $5,549,720,  and $6,203,138 was a return of
capital,  respectively. The monthly annualized cash distribution rate to limited
partners for the years ended  December 31,  1997,  1996 and 1995 was 12.75%,  of
which 3.85%, 3.64% and 2.58% was investment income and 8.90%,  9.11%, and 10.17%
was a return  of  capital,  respectively,  calculated  as a  percentage  of each
partners'  initial capital  contribution.  The limited partner  distribution per
weighted  average unit  outstanding  for the years ended December 31, 1997, 1996
and 1995 was $12.75,  of which $3.85,  $3.64 and $2.58 was investment income and
$8.90, $9.11 and $10.17 was a return of capital, respectively.

     As of December 31, 1997, 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.  During  the  Reinvestment  Period,  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.



<PAGE>


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

                                December 31, 1997

Item 8.  Consolidated Financial Statements and Supplementary Data

                   Index to Consolidated Financial Statements
                                                                     Page Number

Independent Auditors' Report                                               15

Consolidated Balance Sheets as of December 31, 1997 and 1996            16-17

Consolidated Statements of Operations for the Years Ended
  December 31, 1997, 1996 and 1995                                         18

Consolidated Statements of Changes in Partners' Equity for the
  Years Ended December 31, 1997, 1996 and 1995                             19

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1997, 1996 and 1995                                      20-22

Notes to Consolidated Financial Statements                              23-36



<PAGE>






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

                        Consolidated Financial Statements

                                December 31, 1997

                   (With Independent Auditors' Report Thereon)



<PAGE>










                          INDEPENDENT AUDITORS' REPORT




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

We have audited the accompanying  consolidated  balance sheets of ICON Cash Flow
Partners,  L.P.,  Series E (a Delaware  limited  partnership) as of December 31,
1997 and 1996, 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,  1997.  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, 1997 and 1996,  and the results of
its operations and its cash flows for each of the years in the three-year period
ended  December 31, 1997,  in  conformity  with  generally  accepted  accounting
principles.




                                               /s/ KPMG Peat Marwick LLP
                                               ---------------------------------
                                               KPMG Peat Marwick LLP





March 27, 1998
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,

                                                 1997           1996
                                                 ----           ----

       Assets

Cash ....................................   $  9,460,337    $  1,203,626
                                            ------------    ------------

Investment in finance leases
   Minimum rents receivable .............     21,979,203      31,294,210
   Estimated unguaranteed residual values      7,380,296      11,769,952
   Initial direct costs .................        225,158         498,927
   Unearned income ......................     (3,811,419)     (4,515,040)
   Allowance for doubtful accounts ......       (553,114)       (844,709)
                                            ------------    ------------
                                              25,220,124      38,203,340

Investment in operating leases
   Equipment at cost ....................     20,707,984      20,771,628
   Accumulated depreciation .............     (2,864,469)     (2,388,850)
   Initial direct costs .................           --            81,600
                                            ------------    ------------
                                              17,843,515      18,464,378

Investment in financings
   Receivables due in installments ......     13,732,305      23,708,131
   Initial direct costs .................          1,117         136,330
   Unearned income ......................     (2,563,681)     (3,699,855)
   Allowance for doubtful accounts ......       (102,532)       (263,231)
                                            ------------    ------------
                                              11,067,209      19,881,375

Equity investment in joint ventures .....      1,612,915          57,290
                                            ------------    ------------

Accounts receivable from affiliates, net           7,104            --

Other assets ............................      1,705,813         124,161
                                            ------------    ------------

Total assets ............................   $ 66,917,017    $ 77,934,170
                                            ============    ============




                                                        (continued on next page)



<PAGE>


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

                     Consolidated Balance Sheets (continued)

                                   (unaudited)
<TABLE>

                                                                   1997            1996
                                                                   ----            ----

       Liabilities and Partners' Equity

<S>                                                           <C>             <C>
Notes payable - non-recourse ..............................   $ 25,172,064    $ 34,168,921
Note payable - warehouse facility .........................     16,100,870            --
Minority interest in joint venture ........................        854,129          45,724
Accounts payable - other ..................................        424,848         461,109
Security deposits and deferred credits ....................        675,412         887,257
Note payable - revolving credit facility ..................           --        13,000,000
Accounts payable to General Partner .......................           --           106,642
Accounts payable - equipment ..............................           --            71,553
                                                              ------------    ------------
                                                                43,227,323      48,741,206
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ........................................       (283,244)       (228,462)
   Limited partners (608,446 and 609,446 units outstanding,
     $100 per unit original issue price in 1997 and 1996,
     respectively) ........................................     23,972,938      29,421,426
                                                              ------------    ------------

Total partners' equity ....................................     23,689,694      29,192,964
                                                              ------------    ------------

Total liabilities and partners' equity ....................   $ 66,917,017    $ 77,934,170
                                                              ============    ============
</TABLE>















See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Operations

                        For the Years Ended December 31,

<TABLE>

                                                          1997         1996          1995
                                                          ----         ----          ----
Revenues

<S>                                                  <C>           <C>           <C>
   Finance income ................................   $ 3,350,289   $ 4,577,306   $ 4,821,881
   Rental income .................................     2,011,375     2,708,772     2,708,772
   Net gain on sales or remarketing
     of equipment ................................     1,209,420     1,942,041     1,610,392
   Interest income and other .....................       933,130       414,690       430,164
   Income from equity investment in joint ventures       107,079         5,890         4,895
   Income from leveraged leases, net .............          --         200,517     2,604,761
                                                     -----------   -----------   -----------

   Total revenues ................................     7,611,293     9,849,216    12,180,865
                                                     -----------   -----------   -----------

Expenses

   Interest ......................................     2,471,045     2,957,534     4,377,702
   Management fees - General Partner .............       919,728     1,120,336     1,596,569
   Administrative expense reimbursements
     - General Partner ...........................       486,253       563,107       784,775
   Depreciation ..................................       475,619     1,061,711     1,061,712
   Amortization of initial direct costs ..........       461,620       887,960     1,530,505
   General and administrative ....................       370,705       608,293       638,362
   Minority interest in joint ventures ...........        57,738         6,392         5,438
   Provision for bad debts .......................          --         400,000       600,000
                                                     -----------   -----------   -----------

   Total expenses ................................     5,242,708     7,605,333    10,595,063
                                                     -----------   -----------   -----------

Net income .......................................   $ 2,368,585   $ 2,243,883   $ 1,585,802
                                                     ===========   ===========   ===========

Net income allocable to:
   Limited partners ..............................   $ 2,344,899   $ 2,221,444   $ 1,569,944
   General Partner ...............................        23,686        22,439        15,858
                                                     -----------   -----------   -----------

                                                     $ 2,368,585   $ 2,243,883   $ 1,585,802
                                                     ===========   ===========   ===========

Weighted average number of limited
   partnership units outstanding .................       609,211       609,503       609,650
                                                     ===========   ===========   ===========

Net income per weighted average
   limited partnership unit ......................   $      3.85   $      3.64   $      2.58
                                                     ===========   ===========   ===========
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


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

             Consolidated Statements of Changes in Partners' Equity

              For the Years Ended December 31, 1997, 1996 and 1995
<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, 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

Cash distribution
   to partners                 $    8.90     $    3.85         (7,768,316)     (78,468)    (7,846,784)

Limited partnership
   units redeemed
   (1,000 units)                                                  (25,071)         -          (25,071)

Net income                                                      2,344,899       23,686      2,368,585
                                                              -----------    ---------    -----------

Balance at
   December 31, 1997                                          $23,972,938    $(283,244)   $23,689,694
                                                              ===========    =========    ===========
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Consolidated Statements of Cash Flows

                        For the Years Ended December 31,
<TABLE>

                                                                  1997           1996            1995
                                                                  ----           ----            ----
Cash flows from operating activities:
<S>                                                          <C>             <C>             <C>
    Net income ...........................................   $  2,368,585    $  2,243,883    $  1,585,802
                                                             ------------    ------------    ------------
    Adjustments to reconcile net income to
     net cash provided by operating activities:
       Depreciation ......................................        475,619       1,061,711       1,061,712
       Allowance for doubtful accounts ...................       (452,294)        487,729         664,668
       Rental income-assigned operating lease receivables      (2,011,375)     (2,708,772)     (2,484,675)
       Finance income portion of receivables paid directly
         to lenders by lessees ...........................     (1,062,414)     (1,841,636)     (3,019,036)
       Amortization of initial direct costs ..............        461,620         887,960       1,530,505
       Net gain on sales or remarketing of equipment .....     (1,209,420)     (1,942,041)     (1,610,392)
       Interest expense on non-recourse financing
         paid directly by lessees ........................      1,443,747       2,119,196       3,327,109
       Interest expense accrued on recourse debt .........        369,823         185,702
       Collection of principal - non-financed receivables       8,224,989       8,825,469      13,144,862
       Collection of principal - leveraged leases ........           --              --           158,817
       Income from leveraged leases, net .................           --          (200,517)     (2,604,761)
       Income from equity investment in joint ventures ...       (107,079)         (5,890)         (4,895)
       Distribution from investment in joint ventures ....     14,829,488            --              --
       Change in operating assets and liabilities:
          Other assets ...................................     (1,700,223)      4,456,903      (4,164,324)
          Security deposits and deferred credits .........       (211,845)       (184,472)        356,467
          Accounts payable - other .......................        (36,261)     (1,098,455)        756,589
          Accounts payable to General Partner
              and affiliates, net ........................       (113,746)        106,642        (228,947)
          Minority interest in joint venture .............        808,405           4,000           3,045
          Other, net .....................................        (69,446)        628,806         110,166
                                                             ------------    ------------    ------------
            Total adjustments ............................     19,269,765      10,966,456       7,182,612
                                                             ------------    ------------    ------------

         Net cash provided by operating activities .......     21,638,350      13,210,339       8,768,414
                                                             ------------    ------------    ------------

Cash flows from investing activities:
    Proceeds from sales of equipment .....................     15,313,194      10,358,637       7,419,261
    Equipment and receivables purchased ..................    (23,183,848)    (21,495,108)     (9,562,564)
    Initial direct costs .................................           --           (80,408)        (83,106)
    Investment in joint ventures .........................       (740,000)        (15,955)        (30,550)
                                                             ------------    ------------    ------------

          Net cash used in investing activities ..........     (8,610,654)    (11,232,834)     (2,256,959)
                                                             ------------    ------------    ------------
</TABLE>


                                                        (continued on next page)



<PAGE>


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

                Consolidated Statements of Cash Flows (continued)

                        For the Years Ended December 31,
<TABLE>

                                                           1997            1996           1995
                                                           ----            ----           ----

Cash flows from financing activities:
<S>                                                      <C>            <C>              <C>
    Proceeds from warehouse facility ..............     16,365,451            --              --
    Principal payments on warehouse facility ......       (264,581)           --              --
    Proceeds from revolving credit facility .......      4,400,000      13,780,000       7,400,000
    Principal payments on revolving credit facility    (17,400,000)     (8,195,741)           --
    Loans to affiliates ...........................    (11,280,328)           --              --
    Principal payments received on affiliate notes      11,280,328            --              --
    Redemption of limited partnership units .......        (25,071)         (8,960)         (2,370)
    Cash distributions to partners ................     (7,846,784)     (7,849,660)     (7,851,594)
    Principal payments on secured financing .......           --        (4,326,164)     (6,988,383)
                                                      ------------    ------------    ------------

          Net cash used in financing activities ...     (4,770,985)     (6,600,525)     (7,442,347)
                                                      ------------    ------------    ------------

    Net decrease in cash ..........................      8,256,711      (4,623,020)       (930,892)

Cash at beginning of year .........................      1,203,626       5,826,646       6,757,538
                                                      ------------    ------------    ------------

Cash at end of year ...............................   $  9,460,337    $  1,203,626    $  5,826,646
                                                      ============    ============    ============

</TABLE>




















See accompanying notes to consolidated financial statements.


<PAGE>


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

                      Statements of Cash Flows (Continued)

Supplemental Disclosures of Cash Flow Information

    Interest  expense of  $2,471,045,  $2,957,534  and  $4,377,702 for the years
ended  December  31,  1997,  1996 and 1995  consisted  of:  interest  expense on
non-recourse  financing  accrued  or paid  directly  to  lenders  by  lessees of
$1,443,747,  $2,307,348  and  $3,512,811,  respectively,  interest on  revolving
credit facility of $866,922, $369,577 and $112,560 respectively, interest on the
warehouse  facility of $160,376,  $0 and $0 respectively,  other interest of $0,
$37,212 and $13,889 respectively,  and non-recourse  securitization  interest of
$0, $243,397 and $738,442 respectively.

    During the years ended December 31, 1997, 1996 and 1995, non-cash activities
included the following:
<TABLE>

                                                         1997            1996            1995
                                                         ----            ----            ----

Decrease in investments in finance leases and
<S>                                                 <C>             <C>             <C>
  financings due to contribution in joint venture   $ 15,547,305    $       --      $       --
Increase in equity investment in joint venture ..    (15,547,305)           --              --

Principal and interest on finance receivables
  paid directly to lender by lessees ............      7,212,307      10,204,662      19,394,364
Rental Income
  - assigned operating lease receivables ........      2,011,375         677,193       2,484,675
Principal and interest on non-recourse financing
  paid directly by lessees ......................     (9,223,682)    (10,881,855)    (21,879,039)

Decrease in investment in finance leases due
  to terminations ...............................      1,216,922       3,370,870         755,449
Decrease in notes payable-non-recourse due to
  terminations ..................................     (1,216,922)     (3,370,870)       (755,449)

Non-recourse notes payable assumed in
  purchase price - finance and operating leases .           --              --         3,027,906
Accounts payable - equipment ....................           --              --         1,141,768
Fair value of equipment and receivables
  purchased for debt and payables ...............           --        (4,169,674)
                                                    ------------    ------------    ------------

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

</TABLE>


<PAGE>


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

                   Notes to Consolidated Financial Statements

                                December 31, 1997

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,  during  1996,  the
Partnership  redeemed  193  limited  partnership  units  and  during  1997,  the
Partnership  redeemed 1,000 limited partnership units leaving 608,445.51 limited
partnership units outstanding at December 31, 1997.

     The  Partnership's  Reinvestment  Period  will  end on July 31,  1998.  The
Disposition  Period  will begin on August 1, 1998 and is  expected  to  continue
through  February 1, 2001.  During the Disposition  Period the Partnership  will
distribute substantially all distributable cash from operations and sales to the
partners and begin the orderly  termination of its  operations and affairs.  The
Partnership  will not reinvest in any leased  equipment  during the  Disposition
Period.

     The General  Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut  corporation.  The General Partner manages and controls
the  business  affairs  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.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Certain  reclassifications  have been made to prior  years'  statements  to
conform to the 1997 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 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.

     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.  Fair value  information  with respect to the Company's  assets and
liabilities  is  not  provided  because  (i)  SFAS  No.  107  does  not  require
disclosures  about the fair value of lease  arrangements  and (ii) the  carrying
value of financial assets, other than lease related investments, and liabilities
approximates market value.


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Equity  Investment  in Joint  Ventures - The  Partnership  accounts for its
equity  investments  in joint  ventures  under the equity method of  accounting.
Therefore,  the  Partnership's  original  investments  were recorded at cost and
adjusted by its share of earnings, losses and distributions thereafter.

     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,  193 limited  partnership  units during 1996 and
during 1997, the  partnership  redeemed 1,000 units.  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.




<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     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
Partners  L.L.C.  I. All  inter-company  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.

     New  Accounting  Pronouncements  - 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.  The adoption of SFAS No. 125 did not have a material impact
on the Partnership's net income, partners' equity or total assets.

3.   Receivables Due in Installments

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

                           Finance
  Year                     Leases             Financings              Total

  1998                $    10,259,400       $   4,237,699        $  14,497,099
  1999                      5,034,716           3,914,134            8,948,850
  2000                      3,334,696           2,651,416            5,986,112
  2001                      2,061,502           1,803,997            3,865,499
  2002                      1,255,521           1,122,929            2,378,450
  Thereafter                   33,368               2,130               35,498
                      ---------------       -------------        -------------
                      $    21,979,203       $  13,732,305        $  35,711,508
                      ===============       =============        =============



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

4.   Investment in Operating Leases

     The  investment  in operating  leases at December  31, 1997,  1996 and 1995
consisted of the following:
<TABLE>


                                                   1997           1996            1995
                                                   ----           ----            ----

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

Lease termination .........................           --           (52,029)

End of lease settlement proceeds ..........        (63,644)           --              --
                                              ------------    ------------    ------------

Equipment cost, end of year ...............     20,707,984      20,771,628      20,771,628
                                              ------------    ------------    ------------

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

Depreciation ..............................       (475,619)     (1,061,711)     (1,061,712)

Lease termination .........................           --              --            42,088
                                              ------------    ------------    ------------

Accumulated depreciation, end of year .....     (2,864,469)     (2,388,850)     (1,327,139)
                                              ------------    ------------    ------------

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

Investment in operating leases, end of year   $ 17,843,515    $ 18,464,378    $ 19,852,489
                                              ============    ============    ============

</TABLE>



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

5.   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, 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

     Charged to operations .........          --             --             --            --
     Accounts written off ..........      (402,260)      (200,744)          --        (603,004)
     Recovery on account previously
       written off .................       110,665         40,045           --         150,710
                                       -----------    -----------    -----------   -----------

Balance at December 31, 1997 .......   $   553,114    $   102,532    $   158,617   $   814,263
                                       ===========    ===========    ===========   ===========
</TABLE>

6.   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 L.L.C. I

         In September  1994 the  Partnership  and an  affiliate,  ICON Cash Flow
Partners L.P. Six ("L.P. Six"), formed a joint venture, ICON Cash Flow Partners,
L.L.C.  I ("ICON Cash Flow LLC I"), for the purpose of acquiring and managing an
aircraft which was on lease to Alaska  Airlines,  Inc. The  Partnership and L.P.
Six  contributed  99%  and  1%  of  the  cash  required  for  such  acquisition,
respectively,  to ICON  Cash  Flow LLC I.  ICON  Cash  Flow LLC I  acquired  the
aircraft,  assuming non-recourse debt and utilizing  contributions received from
the Partnership and L.P. Six. The lease is an operating lease. Profits,  losses,
excess cash and disposition proceeds are allocated 99% to the Partnership and 1%
to L.P. Six. The Partnership's consolidated financial statements include 100% of


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

the assets and  liabilities  of ICON Cash Flow LLC I. L.P.  Six's  investment in
ICON Cash Flow LLC I has been reflected as "Minority interest in joint venture."
The original lease term expired in April 1997 and Alaska Airline,  Inc. returned
the aircraft.  In June 1997 ICON Cash Flow LLC I released the aircraft (formally
on lease to Alaska Airlines,  Inc.). The aircraft was leased to Aero Mexico. The
new lease is an operating  lease which  expires in October  2002.  Rental income
decreased  from  1996  to  1997  due  to  reduced  rentals  as a  result  of the
Partnerships' remarketing of aircraft formally on lease to Alaska Airlines, Inc.
The new lease is with Aero Mexico. The rents from the lease are paid directly to
the non-recourse debt holder.

ICON Cash Flow L.L.C. II

     In March 1995 the Partnership and an affiliate,  L.P. Six, formed ICON Cash
Flow Partners L.L.C. II, ("ICON Cash Flow LLC II"), for the purpose of acquiring
and  managing  an  aircraft  which was on lease to  Alaska  Airlines,  Inc.  The
Partnership  and L.P. Six  contributed  1% and 99% of the cash required for such
acquisition,  respectively,  to ICON  Cash  Flow LLC II.  ICON  Cash Flow LLC II
acquired the aircraft,  assuming  non-recourse debt and utilizing  contributions
received from the  Partnership  and L.P.  Six. The lease is an operating  lease.
Profits,  losses,  excess cash and disposition  proceeds will be allocated 1% to
the Partnership and 99% to L.P. Six. The  Partnership's  investment in the joint
venture  is  accounted  for under the equity  method.  The  original  lease term
expired in April 1997 and Alaska Airlines,  Inc. returned the aircraft.  In June
1997 ICON Cash Flow LLC II released  the  aircraft  (formerly on lease to Alaska
Airlines,  Inc.).  The aircraft  was leased to Aero Mexico.  The new lease is an
operating lease which expires in September 2002.

      Information as to the financial position and results of operations of ICON
LLC II as of and for the year ended  December  31, 1997 and 1996 are  summarized
below:

                            December 31, 1997           December 31, 1996

 Assets                      $   16,870,235              $    17,886,467
                             ==============              ===============

 Liabilities                 $   12,155,143              $    13,752,949
                             ==============              ===============

 Equity                      $    4,715,092              $     4,133,518
                             ==============              ===============

                               Year Ended                 Period Ended
                            December 31, 1997           December 31, 1996

 Net income                  $      798,989              $       589,022
                             ==============              ===============




<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

ICON Cash Flow L.L.C. III

     In December 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  Partnership  and  L.P.  Seven
contributed 1% and 99% of the cash required for such acquisition,  respectively,
to ICON  Cash  Flow LLC III.  ICON  Cash  Flow LLC III  acquired  the  aircraft,
assuming  non-recourse  debt  and  utilizing  contributions  received  from  the
Partnership and L.P. Seven.  The lease is a leveraged  lease.  Profits,  losses,
excess cash and disposition proceeds are allocated 1% to the Partnership and 99%
to L.P. Seven.  The  Partnership's  investment in the joint venture is accounted
for under the equity method.

     Information as to the financial  position and results of operations of ICON
LLC III at December 31, 1997 and 1996 is summarized below:

                            December 31, 1997           December 31, 1996

Assets                       $   14,602,998              $    16,534,998
                             ==============              ===============

Liabilities                  $   12,569,490              $    14,939,525
                             ==============              ===============

Equity                       $    2,033,508              $     1,595,473
                             ==============              ===============

                               Year Ended                   Year Ended
                            December 31, 1997           December 31, 1996

Net income                   $      438,039              $         -
                             ==============              ==============

ICON Receivables 1997-A L.L.C.

      In  March  1997  three  affiliates  of the  Partnership,  ICON  Cash  Flow
Partners, L.P., Series D ("Series D"), L.P. Six and L.P. Seven (collectively the
"1997-A  Members"),   contributed  and  assigned  equipment  lease  and  finance
receivables  and residuals with a net book value of  $4,805,767,  $5,304,010 and
$5,391,216  and cash of $125,000,  $300,000 and $275,000,  respectively  to ICON
Receivables 1997-A L.L.C.  ("1997-A"),  a special purpose entity created for the
purpose of originating new leases,  managing  existing  contributed  assets and,
eventually,  securitizing its portfolio.  To fund the acquisition of new leases,
1997-A obtained a warehouse borrowing facility from Prudential Securities Credit
Corporation (the "1997-A  Facility").  Borrowings under the 1997-A Facility were
based on the present  value of the new  leases.  Outstanding  amounts  under the
1997-A Facility bore interest equal to Libor plus 1.5%.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

      On September 19, 1997 the Partnership, L.P. Six and L.P. Seven contributed
and assigned  equipment  lease and finance  receivables and residuals with a net
book value of $15,547,305,  $5,225,794 and $0 and cash of $740,000, $300,000 and
$484,244,  respectively to 1997-A. The Partnership,  Series D, L.P. Six and L.P.
Seven received a 31.19%,  17.81% 31.03% and 19.97%  interest,  respectively,  in
1997-A based on the present value of their related contributions.

On September 19, 1997,  1997-A  securitized  substantially  all of its equipment
leases  and  finance  receivables  and  residuals.  The net  proceeds  from  the
securitization  totaled  $47,140,183,  of which $16,658,877 was used to pay down
the 1997-A Facility, and the remaining proceeds, after establishing reserves for
expenses,  were  distributed  to the 1997-A  Members  based on their  respective
interests.  The  Partnership's  share of the proceeds  from the  securitization,
after paying off the revolving  credit  facility,  totaled  $14,625,488.  1997-A
became  the  beneficial  owner of a trust.  The  trustee  for the trust is Texas
Commerce Bank ("TCB"). In conjunction with this securitization, the portfolio as
well as the General Partner's  servicing  capabilities were rated "AA" by Duff &
Phelps and Fitch,  both  nationally  recognized  rating  agencies.  The  General
Partner, as servicer, is responsible for managing,  servicing,  reporting on and
administering  the  portfolio.  1997-A  remits  all  monies  received  from  the
portfolio to TCB. TCB is  responsible  for disbursing to the  noteholders  their
respective  principal  and interest  and to 1997-A the excess of cash  collected
over debt service from the portfolio.  The 1997-A Members receive their pro rata
share of any  excess  cash on a  monthly  basis  from  1997-A.  The  Partnership
accounts for its investment in 1997-A under the equity method of accounting. The
Partnership's  original  investment  was recorded at cost and is adjusted by its
share of earnings, losses and distributions thereafter.

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

                                                December 31, 1997

    Assets                                      $      50,911,005
                                                =================

    Liabilities                                 $      45,143,569
                                                =================

    Equity                                      $       5,767,436
                                                =================

                                                    Year Ended
                                                December 31, 1997

    Net income                                  $       1,298,430
                                                =================



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

ICON Receivables 1997-B L.L.C.

                  In  August  1997 the  Partnership,  L.P.  Six and  L.P.  Seven
(collectively,  the "1997-B  Members")  formed ICON  Receivables  1997-B  L.L.C.
("1997-B"),  for the purpose of originating  lease  transactions  and ultimately
securitizing its portfolio.  The 1997-B Members  contributed  $2,250,000 (75.00%
interest),   $250,000   (8.33%   interest)  and  $500,000   (16.67%   interest),
respectively to 1997-B.  In order to fund the acquisition of additional  leases,
1997-B obtained a warehouse borrowing facility from Prudential Securities Credit
Corporation (the "1997-B Facility"),  as described in more detail in Note 7. The
net proceeds  from the expected  securitization  of these assets will be used to
pay-off the  remaining  1997-B  Warehouse  Facility  balance  and any  remaining
proceeds will be  distributed  to the 1997-B  Members in  accordance  with their
membership interests.  After securitization,  the 1997-B Members may receive, in
accordance  with  their  membership  interests,  additional  proceeds  if 1997-B
generates   excess  cash  (cash  after  payment  of  debt  and  expenses).   The
Partnership's  consolidated  financial  statements includes 100% of 1997-B. L.P.
Six and L.P.  Seven's  investment  in 1997-B  has been  reflected  as  "Minority
interest in joint ventures."

7.   Notes Payable

      As discussed  in Note 6, in order to fund the  acquisition  of  additional
leases,   1997-B  obtained  a  warehouse   borrowing  facility  from  Prudential
Securities Credit  Corporation.  Borrowings under the 1997-B Warehouse  Facility
are based on the present value of the new leases.  Outstanding amounts under the
1997-B Warehouse Facility bear interest equal to Libor plus 1.5%. Collections of
receivables  from  leases  are used to pay down the 1997-B  Warehouse  Facility,
however, in the event of a default, all of 1997-B's assets are available to cure
such default. The net proceeds from the expected  securitization of these assets
will be used to pay-off the remaining 1997-B Warehouse  Facility balance and the
remaining  proceeds will be distributed to the 1997-B Members in accordance with
their membership  interests.  At December 31, 1997,  $16,100,870 was outstanding
under the 1997-B Warehouse Facility.




<PAGE>


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

                                December 31, 1997

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

               Notes Payable           Note Payable
Year           Non-Recourse         Warehouse Facility            Total

1998          $   24,371,365         $   16,100,870         $    40,472,235
1999                 792,595                   -                    792,595
2000                   8,104                  -                       8,104
              --------------         --------------         ---------------

              $   25,172,064         $   16,100,870         $    41,272,934
              ==============         ==============         ===============

     Included in the above are $3,596,070 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:  $3,330,391  and $265,679 in
1998 and 1999, respectively.



<PAGE>


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

                                December 31, 1997

8.   Related Party Transactions

     Fees and other  expenses paid or accrued by the  Partnership to the General
Partner or its affiliates  for the years ended December 31, 1997,  1996 and 1995
are as follows:
                                                            Charged to
                                        Capitalized         Operations

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
                                        ==========          ==========

Acquisition fees ....................   $     --            $     --
Management fees .....................         --               919,728
Administration expense reimbursements         --               486,253
                                        ----------          ----------

Year ended December 31, 1997 ........   $     --            $1,405,981
                                        ==========          ==========

     The   Partnership  has  investments  in  five  joint  ventures  with  other
Partnerships  sponsored  by the  General  Partner.  See  Note  6 for  additional
information relating to the joint ventures.

     On  January  28,  1997,  the  Partnership  lent  $7,780,328  to ICON  Asset
Acquisition  L.L.C. I, 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.  The note was short term,  bore
interest  at the  rate of 11% and was  paid in  full on  August  31,  1997.  The
interest rate charged on the loan approximated market rates at that time.

     On June 5,  1997,  the  Partnership  lent  $3,500,000  to  ICON  Cash  Flow
Partners,  L.P., Series D, an affiliate of the Partnership.  The loan was in the
form of a  short-term  note,  bore  interest  at the rate of 11% and was repaid,
along with  $26,370 in accrued  interest,  on June 30, 1997.  The interest  rate
charged on the loan approximated market rates at that time.




<PAGE>


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

                                December 31, 1997

     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, 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.

9.   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, 1997, 1996
and 1995,  the  Partnership  paid or accrued  $67,895,  $194,174 and $755,384 to
third parties as their share under the agreements.

10.  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, 1997,
there was no federal tax liability for ICON E Corp.


<PAGE>


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

                                December 31, 1997

11.  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>

                                           1997            1996            1995
                                           ----            ----            ----


<S>                                   <C>             <C>             <C>
Net income per financial statements   $  2,368,585    $  2,243,883    $  1,585,802

Differences due to:
   Direct finance leases ..........      7,067,155         179,872      15,920,211
   Depreciation ...................     (8,068,232)     (3,277,088)    (13,696,564)
   Provision for losses ...........       (331,712)        (30,505)       (108,590)
   Loss on sale of equipment ......        478,364      (2,116,223)     (1,655,891)
   Other ..........................       (532,585)       (279,948)       (344,585)
                                      ------------    ------------    ------------

Partnership income (loss) for
   federal income tax purposes ....   $    981,575    $ (3,280,009)   $  1,700,383
                                      ============    ============    ============
</TABLE>

      As of December 31, 1997, the partners'  capital  accounts  included in the
financial  statements  totaled  $23,689,694  compared to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $28,375,318  (unaudited).  The
difference  arises  primarily  from  commissions  reported as a reduction in the
partners'  capital for financial  reporting  purposes but not for federal income
tax  purposes,  and  temporary  differences  related to direct  finance  leases,
depreciation and provision for losses.



<PAGE>


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

                                December 31, 1997

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         Senior Vice President and Chief Financial Officer



<PAGE>


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

                                December 31, 1997

     Beaufort J. B. Clarke,  age 51, 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 43, 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.

     Paul B. Weiss,  age 37, 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 37, is Senior 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.



<PAGE>


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

                                December 31, 1997

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, 1997, 1996 and 1995.
<TABLE>


      Entity                Capacity       Type of Compensation              1997       1996          1995
------------------      ---------------    ---------------------             ----       ----          ----

<S>                                                                    <C>           <C>          <C>
ICON Capital Corp.      General Partner    Management fees             $   919,728   $1,120,336   $1,596,569
ICON Capital Corp.      General Partner    Administrative expense
                                             reimbursements                486,253      563,107      784,775
ICON Capital Corp.      Manager            Acquisition fees                  -           80,408       83,106
                                                                       -----------   ----------   ----------
                                                                       $ 1,405,981   $1,763,851   $2,464,450
                                                                       ===========   ==========   ==========
</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.

(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.


<PAGE>


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

                                December 31, 1997

Item 13.  Certain Relationships and Related Transactions

     On  January  28,  1997,  the  Partnership  lent  $7,780,328  to ICON  Asset
Acquisition LLC I, 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 L.P. Six (77.68% interest),  all affiliates
of the Partnership. The note was short term, bore interest at the rate of 8% and
was paid in full on August 31, 1997.

     On June 5, 1997, the Partnership  lent $3,500,000 to Series D, an affiliate
of the Partnership. The loan was in the form of a short-term note, bore interest
at the rate of 11% and was repaid,  along with $26,370 in accrued  interest,  on
June 30, 1997.

     See Item 18 for a discussion of the Partnership's  reimbursable  management
fees and administrative expenses.

     See Note 6 for a discussion of the Partnership's  related party investments
in joint ventures.

PART IV

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

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

     2.  Financial Statement Schedule - None.

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

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

     (i)  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, 1997.



<PAGE>


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

                                December 31, 1997


                                   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 31, 1998          /s/ 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 31, 1998          /s/ Beaufort J.B. Clarke
                               -------------------------------------------------
                               Beaufort J.B. Clarke
                               President, Chief Executive Officer and Director


Date:  March 31, 1998          /s/ Thomas W. Martin
                               -------------------------------------------------
                               Thomas W. Martin
                               Executive Vice President and Director


Date:  March 31, 1998          /s/ Gary N. Silverhardt
                               -------------------------------------------------
                               Gary N. Silverhardt
                               Senior 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>