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, 1998
                          ------------------------------------------------------
                                       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

--------------------------------------------------------------------------------
                                (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, 1998

                                TABLE OF CONTENTS

Item                                                                       Page
----                                                                       ----
PART I

1.   Business                                                               3-5

2.   Properties                                                               5

3.   Legal Proceedings                                                        5

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

PART II

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

6.   Selected Consolidated Financial and Operating Data                       6

7.   General Partner's Discussion and Analysis of Financial
     Condition and Results of Operations                                   7-11

8.   Consolidated Financial Statements and Supplementary Data             12-32

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

PART III

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

11.  Executive Compensation                                                  35

12.  Security Ownership of Certain Beneficial Owners
     and Management                                                          35

13.  Certain Relationships and Related Transactions                          36

PART IV

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

SIGNATURES                                                                   37


<PAGE>


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

                                December 31, 1998

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. From 1994 through 1997, the Partnership redeemed 1,966
limited  partnership  units.  The Partnership  redeemed 590 limited  partnership
units in 1998,  leaving  607,855.51  limited  partnership  units  outstanding at
December 31, 1998. The sole general  partner is ICON Capital Corp. (the "General
Partner").

     The Partnership's  reinvestment period ended July 31, 1998. The disposition
period  began on August 1, 1998 and is expected to continue  through  July 2003.
During  the  disposition  period  the  Partnership  has  and  will  continue  to
distribute  substantially all  distributable  cash from operations and equipment
sales to the partners and begin the orderly  termination  of its  operations and
affairs.  The Partnership has not and will not invest in any additional  finance
or lease  transactions  during the  disposition  period.  During the disposition
period the Partnership expects to recover,  at a minimum,  the carrying value of
its assets.

Narrative Description of Business

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


<PAGE>


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

                                December 31, 1998

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

     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, 1998 and 1997, the  Partnership  purchased
and leased or financed  $53,254,390 and $23,112,295 of equipment,  respectively,
with  a  weighted  average  initial  transaction  term  of  44  and  55  months,
respectively, and invested $87,185 and $16,287,305 in joint ventures in 1998 and
1997, 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.  The
equipment purchased by three other joint ventures in which the Partnership has a
less than 50% interest are not included in this table. At December 31, 1998, the
weighted  average  initial  transaction  term of the portfolio was 51 months.  A
summary of the  portfolio  equipment  cost by category held at December 31, 1998
and 1997 is as follows:

                                    December 31, 1998        December 31, 1997
                                 ---------------------    ----------------------
Category                              Cost      Percent        Cost      Percent

Aircraft .....................   $ 23,010,250    19.1%    $ 18,756,214    23.2%
Manufacturing & production ...     18,915,472    15.7       20,968,594    26.0
Retail Systems ...............     18,029,410    15.0       11,084,351    13.7
Computer systems .............     16,795,387    13.9        8,286,038    10.2
Telecommunications ...........     11,218,104     9.3        4,647,599     5.7
Furniture and fixtures .......     11,068,318     9.2        4,501,588     5.5
Restaurant equipment .........      7,370,358     6.1        6,319,444     7.8
Medical ......................      3,215,121     2.7          961,641     1.1
Automotive ...................      2,311,216     1.9          521,190      .6
Construction .................      1,594,293     1.3          461,084      .6
Material handling ............      1,481,333     1.2        1,682,510     2.0
Sanitation ...................      1,054,294      .9             --       --
Miscellaneous ................      4,521,350     3.7        2,882,197     3.6
                                 ------------   -----     ------------   -----
                                                          
                                 $120,584,906   100.0%    $ 81,072,450   100.0%
                                 ============   =====     ============   =====
                                                       

<PAGE>


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

                                December 31, 1998

     The Partnership has one lease which  individually  represents  greater than
10% of the total  portfolio  equipment  cost at December 31, 1998.  The lease is
with Aerovias de Mexico, S.A. de C.V. ("Aero Mexico");  the underlying equipment
is an aircraft and the asset  represented  17.2% of the total  portfolio cost at
December 31, 1998.

Item 2.  Properties

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

Item 3.  Legal Proceedings

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

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 1998.

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,
           --------------               ---------------------------------
                                              1998              1997
                                              ----              ----

           Limited partners                  3,736             3,748
           General Partner                       1                 1


<PAGE>


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

                                December 31, 1998

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

                                                         Years Ended December 31,
                                 --------------------------------------------------------------------
                                     1998           1997          1996         1995          1994
                                     ----           ----          ----         ----          ----

<S>                              <C>            <C>           <C>           <C>           <C>        
Total revenues ...........       $ 10,087,667   $ 7,611,293   $ 9,849,216   $12,180,865   $11,574,281
                                 ============   ===========   ===========   ===========   ===========

Net income ...............       $  1,047,706   $ 2,368,585   $ 2,243,883   $ 1,585,802   $ 1,527,095
                                 ============   ===========   ===========   ===========   ===========

Net income allocable
  to limited partners ....       $  1,037,229   $ 2,344,899   $ 2,221,444   $ 1,569,944   $ 1,511,824
                                 ============   ===========   ===========   ===========   ===========

Net income allocable
  to the General Partner .       $     10,477   $    23,686   $    22,439   $    15,858   $    15,271
                                 ============   ===========   ===========   ===========   ===========

Weighted average
  limited partnership
  units outstanding ......            608,273       609,211       609,503       609,650       610,080
                                 ============   ===========   ===========   ===========   ===========

Net income per
  weighted average limited
  partnership unit .......       $       1.71   $      3.85   $      3.64   $      2.58   $      2.48
                                 ============   ===========   ===========   ===========   ===========

Distributions to
  limited partners .......       $  7,755,553   $ 7,768,316   $ 7,771,164   $ 7,773,082   $ 8,390,043
                                 ============   ===========   ===========   ===========   ===========

Distributions to the
  General Partner ........       $     78,338   $    78,468   $    78,496   $    78,512   $    78,582
                                 ============   ===========   ===========   ===========   ===========

                                                          Years Ended December 31,

                                     1998         1997          1996          1995           1994
                                     ----         ----          ----          ----           ----

Total assets                     $86,918,230   $66,917,017   $77,934,170   $95,508,881   $116,090,367
                                 ===========   ===========   ===========   ===========   ============

Partners' equity                 $16,876,070   $23,689,694   $29,192,964   $34,807,701   $ 41,075,863
                                 ===========   ===========   ===========   ===========   ============
</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, 1998

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

     The  Partnership's  portfolio  consisted  of a net  investment  in  finance
leases,  financings,  operating leases and equity  investments in joint ventures
representing  50%,  28%, 20% and 2% of total  investments  at December 31, 1998,
respectively,  and 46%,  20%,  31% and 3% of total  investments  at December 31,
1997, respectively.

Results of Operations

Years Ended December 31, 1998 and 1997

     For the years ended December 31, 1998 and 1997, the  Partnership  purchased
and  leased or  financed  equipment  with an  initial  cost of  $53,254,390  and
$23,112,295,   respectively,   to  177  and  447  lessees  or  equipment  users,
respectively.

     Revenues  for  the  year  ended   December   31,  1998  were   $10,087,667,
representing  an  increase  of  $2,476,374  or 33% from 1997.  The  increase  in
revenues resulted  primarily from an increase in finance income of $2,796,741 or
83%, an increase in rental  income of $436,325 or 22%, and an increase in income
from equity  investments in joint ventures of $231,991 or 217%.  These increases
were  partially  offset by a  decrease  in net gain on sales or  remarketing  of
equipment  of $557,256  or 46% and a decrease  in  interest  income and other of
$431,427 or 46%. Finance income increased due to an increase in the average size
of the finance lease  portfolio from 1997 to 1998. The  Partnership's  operating
lease with Alaska Air  terminated  in April 1997 and the asset was  subsequently
released to Aero Mexico in June 1997. Rental income increased due to contractual
rents under the new Aero Mexico lease being greater than contractual rents under
the Alaska Air lease.  The Partnership  contributed  equipment lease and finance
receivables,  residuals and cash totaling $16,287,305 to ICON Receivables 1997-A
L.L.C.  ("1997-A"),  a joint venture,  in September 1997. Income from the equity
investments  in joint  ventures for 1997 includes three months of income related
to the 1997-A  investment  compared to twelve  months for 1998.  The net gain on
sales or remarketing  of equipment  decreased due to a decrease in the number of
leases  maturing in which the underlying  equipment was sold or remarketed,  for
which the proceeds  received were in excess of the average carrying value of the
equipment.  The decrease in interest  income and other was due  primarily to the
decrease  in  interest  income  related  to a loan  from the  Partnership  to an
affiliate, ICON Asset Acquisition L.L.C. The loan was repaid in August 1997.

     Expenses for the year ended December 31, 1998 were $9,039,961, representing
an increase of  $3,797,253 or 72% from 1997.  The increase in expenses  resulted
primarily from an increase in interest expense of $2,024,584 or 82%, an increase
in the provision for bad debts of $1,275,088,  an increase in management fees of
$288,032  or 31%,  an  increase  in  administrative  expense  reimbursements  of
$171,074 or 35%, an increase in general and  administrative  expense of $187,820
or 51%, an increase in depreciation expense of $69,884 or 15% and an increase in
minority  interest in joint  ventures  of $7,088 or 12%.  These  increases  were
partially  offset by a  decrease  in  amortization  of initial  direct  costs of
$226,318 or 49%.




<PAGE>


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

                                December 31, 1998

     Interest  expense  increased  due  to  an  increase  in  the  average  debt
outstanding  from  1997  to  1998.  As a  result  of  the  ongoing  analysis  of
delinquency  trends,  loss  experience and an assessment of overall credit risk,
the Partnership recorded a $1,275,089  provision for bad debt.  Management fees,
administrative  expense  reimbursements and general and administrative  expenses
increased due to an increase in the average size of the  portfolio  from 1997 to
1998. Depreciation expense increased due to the Partnership's 1998 restructuring
and releasing of its operating lease.  Minority  interest expense increased as a
result of an increase in the net income of its consolidated joint venture,  ICON
Receivables 1997-B ("1997-B").  Although 1997-B increased its bad debt provision
significantly  in 1998, the entity's net income increased due to the increase in
finance  income related to the increase in the average size of the finance lease
portfolio from 1997 to 1998.  Amortization of initial direct costs decreased due
to a decrease in the average  size of the  portfolio  subject to initial  direct
costs from 1997 to 1998.

     Net income for the years ended  December  31, 1998 and 1997 was  $1,047,706
and  $2,368,585,  respectively.  The net income  per  weighted  average  limited
partnership unit was $1.71 and $3.85 for 1998 and 1997, respectively.

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 income from 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 of equipment was due to a decrease in the number of leases  maturing
in which the underlying  equipment was sold or remarketed for which the proceeds
received  were in excess of the  remaining  carrying  value.  The  Partnership's
operating  lease  with  Alaska  Air  terminated  in April  1997.  The  asset was
subsequently  leased to Aero  Mexico in June 1997.  Although  contractual  rents
under the new Aero Mexico  lease are greater  than  contractual  rents under the
Alaska Air lease, rental income decreased due to 1997 rental income representing
nine months of  contractual  rents  versus a full year of  contractual  rents in
1996. The decrease in income from  leveraged  leases was due to the 1996 sale of
the underlying  equipment relating to the Partnership's  investment in leveraged
leases. 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 (See
Note 8 Related Party Transactions 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 L.L.C. This
contribution consisted of equipment lease and finance receivables, residuals and
cash totaling $16,287,305.



<PAGE>


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

                                December 31, 1998

     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
ventures  of $51,346  from 1996.  Based on the ongoing  analysis of  delinquency
trends,   loss  experience  and  an  assessment  of  overall  credit  risk,  the
Partnership determined that no provision for bad debts was required for the year
ended  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  September 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.

Liquidity and Capital Resources

     The Partnership's  reinvestment period ended July 31, 1998. The disposition
period  began on August 1, 1998 and is expected to continue  through  July 2003.
During  the  disposition  period  the  Partnership  has  and  will  continue  to
distribute  substantially all  distributable  cash from operations and equipment
sales to the partners and begin the orderly  termination  of its  operations and
affairs.  The Partnership has not and will not invest in any additional  finance
or lease  transactions  during the  disposition  period.  During the disposition
period the Partnership expects to recover,  at a minimum,  the carrying value of
its assets.

     As a result of the  Partnership's  entering  into the  disposition  period,
future monthly  distributions are expected to fluctuate  depending on the amount
of asset sale and re-lease proceeds received during that period.

     The Partnership's  primary sources of funds in 1998, 1997 and 1996 were net
cash  provided  by  operations  of  $12,745,950,  $20,898,350  and  $13,194,384,
respectively,  proceeds from sales of equipment of $2,493,691,  $15,313,194  and
$10,358,637,   respectively,  proceeds  from  a  warehouse  line  of  credit  of
$20,703,918  and  $16,365,451  in 1998 and  1997,  respectively,  proceeds  from
securitization  debt of $41,175,000 in 1998 and proceeds from a revolving credit
facility of $4,400,000  and  $13,780,000 in 1997 and 1996,  respectively.  These
funds were used to purchase equipment, fund cash distributions and make payments
on borrowings.

      The  Partnership's  notes  payable at December  31, 1998 and 1997  totaled
$65,467,538  and  $41,272,934,  respectively,  and consisted of $27,268,176  and
$21,575,994 in non-recourse notes,  respectively,  which are being paid directly
to the  lenders  by the  lessees,  $1,224,266  and  $3,596,070  in  non-recourse
residual value notes,  respectively,  which will be paid to the extent  proceeds
are available


<PAGE>


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

                                December 31, 1998


in excess of the Partnership's estimated unguaranteed residuals,  $36,975,096 in
securitization  debt at December 31, 1998 and $16,100,870  outstanding under the
1997-B Warehouse Facility at December 31, 1997.

      In  March  1997  three  affiliates  of the  Partnership,  ICON  Cash  Flow
Partners,  L.P., Series D ("Series D"), ICON Cash Flow Partners, L.P. Six ("L.P.
Six") and ICON Cash Flow Partners L.P.  Seven ("L.P.  Seven"),  contributed  and
assigned  equipment  lease  and  finance   receivables  and  residuals  to  ICON
Receivables  1997-A LLC  ("1997-A"),  a special  purpose  entity created for the
purpose  of  originating  leases,   managing  existing  contributed  assets  and
securitizing its portfolio. In September 1997 the Partnership, L.P. Six and L.P.
Seven   contributed  and  assigned   additional   equipment  lease  and  finance
receivables  and residuals to 1997-A.  The  Partnership,  Series D, L.P. Six and
L.P. Seven 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.  In
September 1997, 1997-A securitized substantially all of its equipment leases and
finance  receivables  and  residuals.  1997-A became the  beneficial  owner of a
trust.  The  Partnership's  original  investment  was  recorded  at cost  and is
adjusted by its share of earnings, losses and distributions thereafter.

      In August  1997 the  Partnership,  L.P.  Six and L.P.  Seven  formed  ICON
Receivables  1997-B L.L.C.  ("1997-B"),  a special purpose entity formed for the
purpose of originating  leases and securitizing its portfolio.  The Partnership,
L.P. Six and L.P.  Seven  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 leases,  1997-B obtained a warehouse  borrowing
facility from Prudential Securities Credit Corporation.  In October 1998, 1997-B
completed an equipment securitization.  The net proceeds from the securitization
of these assets were used to pay-off the  remaining  1997-B  warehouse  facility
balance and any remaining  proceeds were  distributed  to the 1997-B  members in
accordance  with  their  membership   interests.   The  Partnership's   original
investment was recorded at cost and is adjusted by its share of earnings, losses
and distributions thereafter.

     Cash distributions to the limited partners for the years ended December 31,
1998, 1997 and 1996, which were paid monthly, totaled $7,755,553, $7,768,316 and
$7,771,164,  respectively  of which  $1,037,229,  $2,344,899  and $2,221,444 was
investment  income and  $6,718,324,  $5,423,417  and  $5,549,720 was a return of
capital,  respectively. The monthly annualized cash distribution rate to limited
partners for the years ended  December 31,  1998,  1997 and 1996 was 12.75%,  of
which 1.71%,  3.85% and 3.64% was investment income and 11.04%,  8.90% and 9.11%
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, 1998, 1997
and 1996 was $12.75,  of which $1.71,  $3.85 and $3.64 was investment income and
$11.04, $8.90 and $9.11 was a return of capital, respectively.

     As of December 31, 1998, except as noted above,  there were no known trends
or  demands,  commitments,  events or  uncertainties  which are likely to have a
material  effect on liquidity.  As cash is realized from operations and sales of
equipment,  the Partnership  will distribute  substantially  all available cash,
after retaining  sufficient cash to meet its reserve  requirements and recurring
obligations.



<PAGE>


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

                                December 31, 1998

Year 2000 Issue

    The Year 2000 issue arose because many existing  computer programs have been
written  using two digits rather than four to define the  applicable  year. As a
result,  programs could  interpret  dates ending in "00" as the year 1900 rather
than the year  2000.  In  certain  cases,  such  errors  could  result in system
failures  or  miscalculations   that  disrupt  the  operation  of  the  affected
businesses.

    The Partnership  uses computer  information  systems provided by the General
Partner and has no computer information systems of its own. The software related
to the General  Partner's primary computer  information  systems are provided by
third party vendors.  The General Partner has formally  communicated  with these
vendors and has received  assurance that their programs are Year 2000 compliant.
In addition,  the General Partner has gathered  information  about the Year 2000
readiness of  significant  vendors and  third-party  servicers  and continues to
monitor  developments  in this area.  All of the  General  Partner's  peripheral
computer  technologies,  such as its  network  operating  system and third party
software  applications,  including  payroll  and  electronic  banking  have been
evaluated and have been found to be Year 2000 compliant.  The ultimate impact of
the Year 2000  issue on the  Partnership  will  depend to a great  extent on the
manner in which the issue is addressed by the Partnership's lessees. Each of the
Partnership's  lessees will have a material  self interest in resolving any Year
2000 issue, however, non-compliance on the part of a lessee could result in lost
or  delayed  revenues  to the  Partnership.  The  effect  of  this  risk  to the
Partnership is not determinable.

    The General  Partner is responsible for costs relating to the assessment and
development of its Year 2000 compliance remediation plan, as well as the testing
of the hardware and software owned or licensed for its personal  computers.  The
General  Partner's  costs  incurred to date and  expected  future  costs are not
material.



<PAGE>


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

                                December 31, 1998

Item 8.  Consolidated Financial Statements and Supplementary Data

                   Index to Consolidated Financial Statements

                                                                  Page Number
                                                                  -----------
Independent Auditors' Report                                            14

Consolidated Balance Sheets as of
  December 31, 1998 and 1997                                         15-16

Consolidated Statements of Operations
  for the Years Ended
  December 31, 1998, 1997 and 1996                                      17

Consolidated Statements of Changes in Partners'
  Equity for the Years Ended
  December 31, 1998, 1997 and 1996                                      18

Consolidated Statements of Cash Flows
  for the Years Ended
  December 31, 1998, 1997 and 1996                                   19-21

Notes to Consolidated Financial Statements                           22-32



<PAGE>






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

                        Consolidated Financial Statements

                                December 31, 1998

                   (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,
1998 and 1997, 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,  1998.  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.

As discussed  in Note 1, the  Partnership's  reinvestment  period ended July 31,
1998. The disposition period began on August 1, 1998 and is expected to continue
through July 2003.  During the  disposition  period the Partnership has and will
continue to distribute  substantially all distributable cash from operations and
equipment  sales to the  partners  and  begin  the  orderly  termination  of its
operations and affairs.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of ICON Cash Flow
Partners,  L.P.,  Series E as of December 31, 1998 and 1997,  and the results of
its operations and its cash flows for each of the years in the three-year period
ended  December 31, 1998,  in  conformity  with  generally  accepted  accounting
principles.




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



March 12, 1999
New York, New York


<PAGE>


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

                           Consolidated Balance Sheets

                                  December 31,

                                                   1998            1997
                                                   ----            ----

       Assets

Cash .......................................   $  2,336,094    $  9,460,337
                                               ------------    ------------

Investment in finance leases
   Minimum rents receivable ................     39,904,532      21,979,203
   Estimated unguaranteed residual values ..     11,545,261       7,380,296
   Initial direct costs ....................         11,986         225,158
   Unearned income .........................     (8,575,852)     (3,811,419)
   Allowance for doubtful accounts .........       (985,300)       (553,114)
                                               ------------    ------------
                                                 41,900,627      25,220,124

Investment in financings
   Receivables due in installments .........     28,310,139      13,732,305
   Initial direct costs ....................            106           1,117
   Unearned income .........................     (4,815,891)     (2,563,681)
   Allowance for doubtful accounts .........       (425,601)       (102,532)
                                               ------------    ------------
                                                 23,068,753      11,067,209

Investment in operating leases
   Equipment at cost .......................     20,707,984      20,707,984
   Accumulated depreciation ................     (3,409,972)     (2,864,469)
                                               ------------    ------------
                                                 17,298,012      17,843,515

Investments in unconsolidated joint ventures      1,264,148       1,556,123
                                               ------------    ------------

Accounts receivable from affiliates, net ...        160,151           7,104
                                               ------------    ------------

Other assets ...............................        890,445       1,762,605
                                               ------------    ------------

Total assets ...............................   $ 86,918,230    $ 66,917,017
                                               ============    ============




                                                        (continued on next page)



<PAGE>


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

                     Consolidated Balance Sheets (continued)

                                   (unaudited)
<TABLE>

                                                                  1998            1997
                                                                  ----            ----

       Liabilities and Partners' Equity

<S>                                                           <C>             <C>       
Notes payable - securitized debt ..........................   $ 36,975,096    $       --
Notes payable - non-recourse ..............................     28,492,442      25,172,064
Note payable - warehouse line of credit ...................           --        16,100,870
Security deposits, deferred credits and other payables ....      4,014,873       1,100,260
Minority interests in consolidated joint ventures .........        559,749         854,129
                                                              ------------    ------------
                                                                70,042,160      43,227,323
Commitments and Contingencies

Partners' equity (deficiency)
   General Partner ........................................       (351,105)       (283,244)
   Limited partners (607,856 and 608,446 units outstanding,
     $100 per unit original issue price in 1998 and 1997,
     respectively) ........................................     17,227,175      23,972,938
                                                              ------------    ------------

Total partners' equity ....................................     16,876,070      23,689,694
                                                              ------------    ------------

Total liabilities and partners' equity ....................   $ 86,918,230    $ 66,917,017
                                                              ============    ============


</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>

                                                1998         1997           1996
                                                ----         ----           ----
Revenues

<S>                                        <C>           <C>           <C>        
   Finance income ......................   $ 6,147,030   $ 3,350,289   $ 4,577,306
   Rental income .......................     2,447,700     2,011,375     2,708,772
   Net gain on sales or remarketing
     of equipment ......................       652,164     1,209,420     1,942,041
   Interest income and other ...........       501,608       933,130       414,690
   Income from investments in
     unconsolidated joint ventures .....       339,165       107,079         5,890
   Income from leveraged leases, net ...          --            --         200,517
                                           -----------   -----------   -----------

   Total revenues ......................    10,087,667     7,611,293     9,849,216
                                           -----------   -----------   -----------

Expenses

   Interest ............................     4,495,629     2,471,045     2,957,534
   Provision for bad debts .............     1,275,089          --         400,000
   Management fees - General Partner ...     1,207,760       919,728     1,120,336
   Administrative expense reimbursements
     - General Partner .................       657,327       486,253       563,107
   Depreciation ........................       545,503       475,619     1,061,711
   General and administrative ..........       558,525       370,705       608,293
   Amortization of initial direct costs        235,302       461,620       887,960
   Minority interest expense in
     consolidated joint ventures .......        64,826        57,738         6,392
                                           -----------   -----------   -----------

   Total expenses ......................     9,039,961     5,242,708     7,605,333
                                           -----------   -----------   -----------

Net income .............................   $ 1,047,706   $ 2,368,585   $ 2,243,883
                                           ===========   ===========   ===========

Net income allocable to:
   Limited partners ....................   $ 1,037,229   $ 2,344,899   $ 2,221,444
   General Partner .....................        10,477        23,686        22,439
                                           -----------   -----------   -----------

                                           $ 1,047,706   $ 2,368,585   $ 2,243,883
                                           ===========   ===========   ===========

Weighted average number of limited
   partnership units outstanding .......       608,273       609,211       609,503
                                           ===========   ===========   ===========

Net income per weighted average
   limited partnership unit ............   $      1.71   $      3.85   $      3.64
                                           ===========   ===========   ===========
</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, 1998, 1997 and 1996
<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, 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
                                          
Cash distribution                         
   to partners                 $11.04         $1.71         (7,755,553)     (78,338)    (7,833,891)
                                          
Limited partnership                       
   units redeemed                         
   (590 units)                                                 (27,439)         -          (27,439)
                                          
Net income                                                   1,037,229       10,477      1,047,706
                                                           -----------    ---------    -----------
                                        
Balance at                                
   December 31, 1998                                       $17,227,175    $(351,105)   $16,876,070
                                                           ===========    =========    ===========
</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>

                                                                             1998            1997           1996
                                                                             ----            ----           ----
Cash flows from operating activities:
<S>                                                                     <C>             <C>             <C>         
    Net income ......................................................   $  1,047,706    $  2,368,585    $  2,243,883
                                                                        ------------    ------------    ------------
    Adjustments to reconcile net income to
    net cash provided by operating activities:
       Depreciation .................................................        545,503         475,619       1,061,711
       Rental income-assigned operating lease receivables ...........     (2,447,700)     (2,011,375)     (2,708,772)
       Finance income portion of receivables paid directly
         to lenders by lessees ......................................     (2,120,403)     (1,062,414)     (1,841,636)
       Amortization of initial direct costs .........................        235,302         461,620         887,960
       Net gain on sales or remarketing of equipment ................       (652,164)     (1,209,420)     (1,942,041)
       Interest expense on non-recourse financing
         paid directly by lessees ...................................      2,484,621       1,443,747       2,119,196
       Interest expense accrued on recourse debt ....................           --              --           369,823
       Income from leveraged leases, net ............................           --              --          (200,517)
       Income from investments in
         unconsolidated joint ventures ..............................       (339,165)       (107,079)         (5,890)
       Minority interest expense in consolidated joint ventures .....         64,826          57,738           6,392
       Changes in operating assets and liabilities:
          Collection of principal - non-financed receivables ........      8,535,799       8,224,989       8,825,469
          Allowance for doubtful accounts ...........................        596,638        (452,294)        487,729
          Accounts receivable from General Partner
            and affiliates, net .....................................       (153,048)           --              --
          Distributions received from
            unconsolidated joint ventures ...........................        722,760      14,829,488            --
          Investments in unconsolidated joint ventures ..............        (87,185)       (740,000)        (15,955)
          Other assets ..............................................      1,027,060      (1,700,223)      4,456,903
          Security deposits, deferred credits and
            other payables ..........................................      2,914,613        (248,106)     (1,282,927)
          Accounts payable to General Partner
              and affiliates, net ...................................           --          (113,746)        106,642
          Minority interests in consolidated joint ventures .........       (359,206)        750,667          (2,392)
          Other, net ................................................        729,993         (69,446)        628,806
                                                                        ------------    ------------    ------------
            Total adjustments .......................................     11,698,244      18,529,765      10,950,501
                                                                        ------------    ------------    ------------

         Net cash provided by operating activities ..................     12,745,950      20,898,350      13,194,384
                                                                        ------------    ------------    ------------

Cash flows from investing activities:
    Proceeds from sales of equipment ................................      2,476,110      15,313,194      10,358,637
    Equipment and receivables purchased .............................    (35,359,198)    (23,183,848)    (21,495,108)
    Initial direct costs ............................................           --              --           (80,408)
                                                                        ------------    ------------    ------------

          Net cash used in investing activities .....................    (32,883,088)     (7,870,654)    (11,216,879)
                                                                        ------------    ------------    ------------
</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>

                                                                     1998            1997           1996
                                                                     ----            ----           ----

Cash flows from financing activities:
<S>                                                               <C>             <C>                     
    Proceeds from warehouse line of credit ..................     20,703,918      16,365,451            --
    Principal payments on warehouse line of credit ..........    (36,804,788)       (264,581)           --
    Proceeds of securitized debt ............................     41,175,000            --              --
    Principal payments on securitized debt ..................     (4,199,905)           --              --
    Proceeds from revolving credit facility .................           --         4,400,000      13,780,000
    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 .................        (27,439)        (25,071)         (8,960)
    Cash distributions to partners ..........................     (7,833,891)     (7,846,784)     (7,849,660)
    Principal payments on secured financing .................           --              --        (4,326,164)
                                                                ------------    ------------    ------------

          Net cash provided by (used in) financing activities     13,012,895      (4,770,985)     (6,600,525)
                                                                ------------    ------------    ------------

    Net (decrease) increase in cash .........................     (7,124,243)      8,256,711      (4,623,020)

Cash at beginning of year ...................................      9,460,337       1,203,626       5,826,646
                                                                ------------    ------------    ------------

Cash at end of year .........................................   $  2,336,094    $  9,460,337    $  1,203,626
                                                                ============    ============    ============
</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  $4,495,629,  $2,471,045  and  $2,957,534 for the years
ended  December  31,  1998,  1997 and 1996  consisted  of:  interest  expense on
non-recourse  financing  accrued  or paid  directly  to  lenders  by  lessees of
$2,484,621,  $1,443,747  and  $2,119,196,  respectively,  interest on  revolving
credit  facility of $0,  $866,922  and  $369,577  respectively,  interest on the
1997-B  warehouse  facility of $985,698,  $160,376 and $0,  respectively,  other
interest of $132, $0 and $37,212, respectively,  interest on securitized debt of
$1,025,178 in 1998 and interest on secured financing of $243,397 in 1996.

    For the years ended December 31, 1998,  1997 and 1996,  non-cash  activities
included the following:
<TABLE>

                                                        1998            1997           1996
                                                        ----            ----           ----
<S>                                                  <C>             <C>            <C> 

Decrease in investments in finance leases and
  financings due to contribution to
  unconsolidated joint venture .................   $       --      $ 15,547,305    $       --
Increase in investments in
  unconsolidated joint venture .................           --       (15,547,305)           --

Principal and interest on finance receivables
  paid directly to lender by lessees ...........     12,172,619       7,212,307      10,204,662
Rental Income
  - assigned operating lease receivables .......      2,447,700       2,011,375         677,193
Principal and interest on non-recourse financing
  paid directly by lessees .....................    (14,620,319)     (9,223,682)    (10,881,855)

Decrease in investment in finance leases due
  to terminations ..............................      2,439,116       1,216,922       3,370,870
Decrease in notes payable-non-recourse due to
  terminations .................................     (2,439,116)     (1,216,922)     (3,370,870)

Non-recourse notes payable assumed in
  purchase price - finance and operating leases      17,895,192            --              --
Fair value of equipment and receivables
  purchased for debt and payables ..............    (17,895,192)           --              --
                                                   ------------    ------------    ------------

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

</TABLE>


<PAGE>


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

                   Notes to Consolidated Financial Statements

                                December 31, 1998

1.   Organization

     ICON Cash Flow Partners,  L.P., Series E (the  "Partnership") was formed on
November   7,  1991  as  a  Delaware   limited   partnership   with  an  initial
capitalization  of $2,000.  It was formed to acquire various types of equipment,
to lease such equipment to third parties and, to a lesser degree,  to enter into
secured financing  transactions.  The Partnership's offering period commenced on
June 5, 1992 and by its final  closing on July 31,  1993,  610,411.51  units had
been admitted into the Partnership with aggregate gross proceeds of $61,041,151.
From 1994 through 1997,  the  Partnership  redeemed  1,966  limited  partnership
units. The Partnership  redeemed 590 limited  partnership  units in 1998 leaving
607,855.51 limited partnership units outstanding at December 31, 1998.

     The Partnership's  reinvestment period ended July 31, 1998. The disposition
period  began on August 1, 1998 and is expected to continue  through  July 2003.
During  the  disposition  period  the  Partnership  has  and  will  continue  to
distribute  substantially all  distributable  cash from operations and equipment
sales to the partners and begin the orderly  termination  of its  operations and
affairs.  The Partnership has not and will not invest in any additional  finance
or lease  transactions  during the  disposition  period.  During the disposition
period, the Partnership expects to recover, at a minimum,  the carrying value of
its assets.

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

     ICON  Securities  Corp., an affiliate of the General  Partner,  received an
underwriting commission on the gross proceeds from sales of all units. The 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.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

2.   Significant Accounting Policies

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

     Certain  reclassifications  have been made to prior  years'  statements  to
conform to the 1998 presentation.

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

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



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     Disclosures  About Fair  Value of  Financial  Instruments  -  Statement  of
Financial Accounting  Standards ("SFAS") No. 107,  "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments.  Separate  disclosure of fair value  information as of December 31,
1998 and 1997 with  respect  to the  Company's  assets  and  liabilities  is not
provided  because (i) SFAS No. 107 does not require  disclosures  about the fair
value of lease arrangements,  (ii) the carrying value of financial assets, other
than lease related investments, and payables approximates market value and (iii)
fair  value  information  concerning  certain  recourse  and  non-recourse  debt
obligations is not practicable to estimate without incurring  excessive costs to
obtain all the  information  that would be necessary to derive a market interest
rate.

     Redemption of Limited  Partnership Units - The General Partner consented to
the  partnership  redeeming  590 limited  partnership  units  during  1998.  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 the ongoing  analysis of delinquency  trends,
loss  experience  and an assessment of overall  credit risk.  The  Partnership's
write-off  policy  is based on an  analysis  of the  aging of the  Partnership's
portfolio,  a review of the  non-performing  receivables  and leases,  and prior
collection experience.  An account is fully reserved for or written off when the
analysis indicates that the probability of collection of the account is remote.

     Impairment  of Estimated  Residual  Values - In March 1995,  the  Financial
Accounting  Standards  Board ("FASB")  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.



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     The  Partnership  measures its  impairment  loss as the amount by which the
carrying  amount of the  residual  value  exceeds the  estimated  proceeds to be
received by the Partnership from release or resale of the equipment.  Generally,
quoted market  prices are used as the basis for measuring  whether an impairment
loss should be recognized. As a result, the Partnership's policy with respect to
measurement  and  recognition of an impairment  loss  associated  with estimated
residual  values  is  consistent  with the  requirements  of SFAS  No.  121 and,
therefore,  the Partnership's adoption of this Statement in the first quarter of
1996 had no material effect on the financial statements.

     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 1998 the FASB issued SFAS No. 133,
"Accounting  for Derivative  Instruments and Hedging  Activities."  SFAS No. 133
requires that an entity recognize all derivative instruments as either assets or
liabilities  in the balance sheet and measure those  instruments  at fair value.
SFAS No. 133 is effective for all quarters of fiscal years  beginning after June
15, 1999. The adoption of SFAS No. 133 is not expected to have a material effect
on the Partnership's net income, partners' equity or total assets.

3.   Investments in Joint Ventures

     The Partnership  and affiliates  formed five joint ventures for the purpose
of acquiring and managing various assets.

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

     ICON Cash Flow Partners L.L.C. I

     In September 1994 the Partnership and an affiliate, ICON Cash Flow Partners
L.P. Six ("L.P.  Six"),  formed a joint  venture,  ICON Cash Flow LLC I, for the
purpose of  acquiring  and  managing  an  aircraft  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 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 to Aero Mexico. The new lease is
an operating lease which expires in October 2002.



<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 ICON Cash Flow Partners L.P.
Seven ("L.P.  Seven")  formed  1997-B,  a special  purpose entity formed for the
purpose of originating  leases and securitizing its portfolio.  The Partnership,
L.P. Six and L.P.  Seven  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 leases,  1997-B obtained a warehouse  borrowing
facility from Prudential Securities Credit Corporation.  In October 1998, 1997-B
completed an equipment securitization.  The net proceeds from the securitization
of these assets were used to pay-off the  remaining  1997-B  warehouse  facility
balance and any remaining  proceeds were  distributed  to the 1997-B  members in
accordance  with their  membership  interests.  The  Partnership's  consolidated
financial  statements include 100% of the assets and liabilities of 1997-B. L.P.
Six and L.P.  Seven's  interests  in 1997-B  have been  reflected  as  "minority
interests in consolidated joint ventures."

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

     ICON Cash Flow Partners L.L.C. II

     In March 1995 the Partnership and an affiliate,  L.P. Six, formed ICON Cash
Flow Partners L.L.C. II, ("ICON Cash Flow LLC II"), for the purpose of acquiring
and  managing  an  aircraft  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 are allocated 1% to the
Partnership  and 99% to L.P.  Six.  The  Partnership's  investment  in the joint
venture  is  accounted  for under the equity  method.  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 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
Cash Flow LLC II as of and for the year ended  December  31, 1998 is  summarized
below:

                                    December 31, 1998       December 31, 1997
                                    -----------------       -----------------

Assets                                 $16,133,442             $16,870,235
                                       ===========             ===========

Liabilities                            $11,161,002             $12,155,143
                                       ===========             ===========

Equity                                 $ 4,972,440             $ 4,715,092
                                       ===========             ===========

Partnership's share of equity          $    49,724             $    47,151
                                       ===========             ===========

                                      Year Ended              Year Ended
                                   December 31, 1998       December 31, 1997
                                   -----------------       -----------------
Net income                             $675,034                $798,989
                                       ========                ========

Partnership's share of net income      $  6,750                $  7,990
                                       ========                ========


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

     ICON Cash Flow Partners L.L.C. III

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

     Information as to the financial  position and results of operations of ICON
Cash Flow LLC III at December 31, 1998 is summarized below:

                                       December 31, 1998    December 31, 1997

Assets                                  $   10,166,470       $    11,008,117
                                        ==============       ===============

Liabilities                             $    6,810,691       $     8,113,421
                                        ==============       ===============

Equity                                  $    3,355,779       $     2,894,696
                                        ==============       ===============

Partnership's share of equity           $       33,558       $        28,947
                                        ==============       ===============

                                          Year Ended           Year Ended
                                       December 31, 1998    December 31, 1997

Net income                              $      461,083       $       438,039
                                        ==============       ===============

Partnership's share of net income       $        4,611       $         4,380
                                        ==============       ===============

      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,  contributed and assigned
equipment lease and finance receivables and residuals to ICON Receivables 1997-A
L.L.C.("1997-A"),   a  special   purpose  entity  created  for  the  purpose  of
originating  leases,  managing existing  contributed assets and securitizing its
portfolio.  In  September  1997  the  Partnership,   L.P.  Six  and  L.P.  Seven
contributed and assigned additional  equipment lease and finance receivables and
residuals to 1997-A. The Partnership, Series D, L.P. Six and L.P. Seven 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.   The   Partnership's
contributions amounted to $15,547,305 in assigned leases and $740,000 of cash in
1997  and  $87,185  of cash in  1998.  In  September  1997,  1997-A  securitized
substantially all of its equipment leases and finance receivables and residuals.
1997-A  became  the  beneficial  owner of a trust.  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)

             Notes to Consolidated Financial Statements - Continued

      Information  as to the  financial  position and results of  operations  of
1997-A as of and for the year ended December 31, 1998 is summarized below:

                                       December 31, 1998    December 31, 1997
                                       -----------------    -----------------
Assets                                  $    31,845,710      $    50,911,005
                                        ===============      ===============

Liabilities                             $    27,065,004      $    45,143,569
                                        ===============      ===============

Equity                                  $     4,780,706      $     5,767,436
                                        ===============      ===============

Partnership's share of equity           $     1,180,866      $     1,488,637
                                        ===============      ===============

                                           Year Ended           Year Ended
                                       December 31, 1998    December 31, 1997
                                       -----------------    -----------------
Net income                              $     1,050,957      $     1,298,430
                                        ===============      ===============

Partnership's share of net income       $       327,804      $        94,709
                                        ===============      ===============

Distributions                           $     2,367,147      $    33,965,442
                                        ===============      ===============

Partnership's share of distributions    $       722,760      $    14,829,488
                                        ===============      ===============

4.   Receivables Due in Installments

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

                             Finance
                   Year      Leases      Financings      Total
                   ----      -------     ----------      -----
                   1999   $14,698,963   $ 9,217,528   $23,916,491
                   2000    11,201,021     7,843,471    19,044,492
                   2001     7,819,062     5,692,657    13,511,719
                   2002     5,192,497     3,820,330     9,012,827
             Thereafter       992,989     1,736,153     2,729,142
                          -----------   -----------   -----------
                          $39,904,532   $28,310,139   $68,214,671
                          ===========   ===========   ===========



<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

5.   Investment in Operating Lease

     The  investment  in operating  lease at December  31,  1998,  1997 and 1996
consisted of the following:
<TABLE>

                                                 1998             1997           1996
                                                 ----             ----           ----

<S>                                          <C>             <C>             <C>         
Equipment cost, beginning of year ........   $ 20,707,984    $ 20,771,628    $ 20,771,628

Lease termination ........................           --              --

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

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

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

Depreciation .............................       (545,503)       (475,619)     (1,061,711)

Lease termination ........................           --              --              --
                                             ------------    ------------    ------------

Accumulated depreciation, end of year ....     (3,409,972)     (2,864,469)     (2,388,850)
                                             ------------    ------------    ------------

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

Investment in operating lease, end of year   $ 17,298,012    $ 17,843,515    $ 18,464,378
                                             ============    ============    ============
</TABLE>


<PAGE>


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

             Notes to Consolidated Financial Statements - Continued

6.   Allowance for Doubtful Accounts

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

                                           Finance                    Operating
                                           Leases      Financings       Lease          Total
                                           -------     ----------     ---------        -----
<S>                                     <C>            <C>            <C>            <C>        
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

     Charged to operations .........       689,585        744,121       (158,617)     1,275,089
     Accounts written-off ..........      (322,004)      (443,453)          --         (765,457)
     Recovery on account previously
       written-off .................        64,605         22,401           --           87,006
                                       -----------    -----------    -----------    -----------

Balance at December 31, 1998 .......   $   985,300    $   425,601    $      --      $ 1,410,901
                                       ===========    ===========    ===========    ===========
</TABLE>

7.    Notes Payable

      As discussed  in Note 3, in order to fund the  acquisition  of  additional
leases,   1997-B  obtained  a  warehouse   borrowing  facility  from  Prudential
Securities Credit Corporation (described herein as notes  payable-warehouse line
of credit).  In October  1998,  1997-B  completed  an  equipment  securitization
resulting in net proceeds of  $41,175,000.  These  proceeds were used to pay-off
$36,804,788 outstanding under the 1997-B warehouse line of credit. The remaining
proceeds  were  distributed  to the  1997-B  members  in  accordance  with their
membership interests. The new securitized debt bears interest at a fixed rate of
6.19% and is payable from receivables  related to the portfolio that secures it.
At  December  31,  1998,  there  was  $36,975,096  outstanding  under  the notes
payable-securitized debt.



<PAGE>


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

                                December 31, 1998

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

                                  Notes Payable      Notes Payable
                      Year      Securitized Debt     Non-Recourse
                      ----      ----------------     ------------
                      1999        $11,515,649        $ 8,151,701
                      2000         10,346,842          5,854,717
                      2001          7,907,206          3,570,640
                      2002          5,560,741          7,409,161
                      2003          1,644,658          3,506,223
                                  -----------        -----------
                                                  
                                  $36,975,096        $28,492,442
                                  ===========        ===========
                                        
     Included  in notes  payable -  non-recourse  above is  $1,224,266  in notes
payable  due to various  third  parties in  conjunction  with the  purchase  and
assignment of lease transactions as they relate to residual sharing  agreements.
The notes are payable only to the extent certain residuals are realized

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, 1998,  1997 and 1996
are as follows:

                                                               Charged to
                                            Capitalized        Operations
                                            -----------        ----------
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
                                            ==========         ==========
                                                             
Acquisition fees ....................       $     --           $     --
Management fees .....................             --            1,207,760
Administrative expense reimbursements             --              657,327
                                            ----------         ----------
                                                             
Year ended December 31, 1998 ........       $     --           $1,865,087
                                            ==========         ==========
                                                             
     The   Partnership  has  investments  in  five  joint  ventures  with  other
partnerships  sponsored  by the  General  Partner.  See  Note  3 for  additional
information relating to the joint ventures.


<PAGE>


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

                                December 31, 1998

9.   Security Deposits, Deferred Credits and Other Payables

     Security deposits, deferred credits and other payables at December 31, 1998
and 1997 include $1,330,615 and $478,177,  respectively, of proceeds received on
residuals, which will be applied upon final remaketing of the related equipment.

10.  Subsidiary

     In December 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, 1998,
there was no federal tax liability for ICON E Corp.

11.  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, 1998, 1997
and 1996, the Partnership paid $1,701,  $67,895 and $194,174 to third parties as
their share of the proceeds.

12.  Tax Information (Unaudited)

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

                                          1998           1997           1996
                                          ----           ----           ----
Net income per financial statements   $ 1,047,706    $ 2,368,585    $ 2,243,883

Differences due to:
   Direct finance leases ..........     5,618,432      7,067,155        179,872
   Depreciation ...................    (7,028,534)    (8,068,232)    (3,277,088)
   Provision for losses ...........       (33,272)      (331,712)       (30,505)
   Loss on sale of equipment ......     2,971,331        478,364     (2,116,223)
   Other ..........................      (887,487)      (532,585)      (279,948)
                                      -----------    -----------    -----------

Partnership income (loss) for
   federal income tax purposes ....   $ 1,688,176    $   981,575    $(3,280,009)
                                      ===========    ===========    ===========

      As of December 31, 1998, the partners'  capital  accounts  included in the
financial  statements  totaled  $16,876,070  compared to the  partners'  capital
accounts  for  federal  income tax  purposes  of  $20,793,783  (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, 1998

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 leases and full
financing transactions.

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

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

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

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

Paul B. Weiss                President and Director

Thomas W. Martin             Executive Vice President and Director

Kevin F. Redmond             Chief Financial Officer



<PAGE>


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

                                December 31, 1998

     Beaufort J. B. Clarke,  age 53, is Chairman,  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.

     Paul B. Weiss,  age 38, is President  and Director 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). He was previously an investment banker and a commercial banker.

     Thomas W.  Martin,  age 45, is  Executive  Vice  President  of the  General
Partner and Director of 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 14 years of senior management experience in
the leasing business.

     Kevin F. Redmond,  age 36, is Chief  Financial  Officer of both the General
Partner and the Dealer-Manager.  Prior to his present position,  Mr. Redmond was
Vice President and Controller of the General  Partner,  Manager of Accounting at
NationsCredit  Corp.  and Audit Manager with the  accounting  firm of Deloitte &
Touche.



<PAGE>


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

                                December 31, 1998

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, 1998, 1997 and 1996.
<TABLE>

      Entity            Capacity        Type of Compensation          1998         1997         1996
      ------            --------        --------------------          ----         ----         ----
<S>                    <C>               <C>                         <C>          <C>           <C>  

ICON Capital Corp.  General Partner    Management fees             $1,207,760   $  919,728   $1,120,336
ICON Capital Corp.  General Partner    Administrative expense
                                         reimbursements               657,327      486,253      563,107
ICON Capital Corp.  Manager            Acquisition fees                  -            -          80,408
                                                                   ----------   ----------   ----------
                                                                   $1,865,087   $1,405,981   $1,763,851
                                                                   ==========   ==========   ==========
</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 15, 1999,  Directors and Officers of the General Partner do not
     own any equity securities of the Partnership.

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

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

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

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


<PAGE>


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

                                December 31, 1998

Item 13.  Certain Relationships and Related Transactions

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

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

PART IV

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

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

     2.  Financial Statement Schedule - None.

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

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

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

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

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

(b)  Reports on Form 8-K

No reports on Form 8-K were filed by the  Partnership  during the quarter  ended
December 31, 1998.



<PAGE>


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

                                December 31, 1998


                                   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, 1999             /s/ Beaufort J.B. Clarke
                                  ------------------------
                                  Beaufort J.B. Clarke
                                  Chairman, Chief Executive Officer and Director

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

ICON Capital Corp.
sole General Partner of the Registrant

Date:  March 31, 1999             /s/ Beaufort J.B. Clarke
                                  --- ------------------------------------------
                                  Beaufort J.B. Clarke
                                  Chairman, Chief Executive Officer and Director


Date:  March 31, 1999             /s/ Paul B. Weiss
                                  ----------------------------------------------
                                  Paul B. Weiss
                                  President and Director


Date:  March 31, 1999             /s/ Kevin F. Redmond
                                  ----------------------------------------------
                                  Kevin F. Redmond
                                  Chief Financial Officer
                                  (Principal Financial and Account 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>